TCR_Public/080616.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 16, 2008, Vol. 12, No. 142           

                             Headlines

800 BOURBON: Case Summary & Two Largest Unsecured Creditors
ACCENTIA BIOPHARMA: Maturity of Unit's Notes Extended to Oct. 31
AFC CAPITAL: A.M. Best Holds 'bb' Rating on $309MM 8.207% Trust
ALLTEL CORP: S&P Says Verizon Deal Will Have Greater Scope & Scale
AMERICAN COLOR: Enters into $11.26MM Amended Credit Facility

AMERICAN HOME: Wants Plan Filing Period Extended to Sept. 2
AMERICAN NATURAL: March 31 Balance Sheet Upside-Down by $17.2MM
AMERICAN TONERSERV: Posts $1,197,116 Net Loss in 2008 1st Quarter
AMERICREDIT CORP: Fitch Holds 'BB' Ratings and Removes Neg. Watch
AURORA OIL: Given Until August 15 to Cure Term Loan Default

BCE INC: Catalyst Intervenes in Appeal of Failed Leveraged Buyout
BERRY PETROLEUM: O'Brien Deal Cues Moody's to Confirm B1 Ratings
BIO-KEY INT'L: Inks Employment Pact with CEO Michael DePasquale
BIOVEST INT'L: Lender Extends Secured Notes Maturity to October 31
BUFFETS HOLDINGS: Has Until September 30 to File Chapter 11 Plan

BUHRMANN US: Moody's Reviews B2 Senior Subordinate Rating
CABLEVISION SYSTEMS: Settles Stock Option Grants Suits for $24.4MM
CA INC.: Moody's Gives Stable Rating After Restructuring
CAPITAL AUTO: S&P Assigns 'BB' Rating on $10.556MM Class D Notes
CHALLENGER ENERGY: Posts C$900,810 Net Loss in 2008 First Quarter

CLAREMORE HOUSING: Voluntary Chapter 11 Case Summary
COMMUNICATION INTEL: Obtains $3.6 Million Financing from Phoenix
DA VINCI SYNTHETIC: S&P Places 'BB+' Rating Under Neg CreditWatch
DEBT RESOLVE: Grants Harmonie Until June 20 to Invest $7 Million
EDUCATION RESOURCES: Committee Taps Posternak as Special Counsel

EDUCATION RESOURCES: Panel Can Hire FTI as Financial Advisor
ENVIROKARE TECH: March 31 Balance Sheet Upside-Down by $4,214,456
EPICEPT CORP: Financial Uncertainty Spurs OMX's Observation Notice
ESMARK INC: Adopts Stockholders Rights Deal to Ward Hostile Buyout
ESMARK INC: Posts $15.8 Million Net Loss in 2008 First Quarter

EXPEDIA INC: Mulls Offering $500MM of Senior Unsecured Notes
EXPEDIA INC: S&P Rates Proposed $500 Million Senior Notes 'BB'
EXPEDIA INC.: Moody's Puts Ba2 Rating on $500 Million Senior Notes
FORD MOTOR: Sells Atlanta Assembly Plant to Jacoby Development
FORD MOTOR: Tracinda Corp. Reports Final Results of Tender Offer

FORD MOTOR: Sells Mo. Assembly Plant to Panattoni Development
FREEDOM COMMUNICATIONS: Moody's Cuts Ratings on Liquidity Concerns
FRENCHMAN HILLS: Case Summary & 20 Largest Unsecured Creditors
FUSION TELECOM: Posts $2,362,989 Net Loss in 2008 First Quarter
GENERAL MOTORS: CAW Obeys Court, To End Oshawa Blockade Today

GENITOPE CORP: Receives Nasdaq Stock Listing Non-compliance Notice
GREEKTOWN CASINO: Final Hearing on DIP Financing Set on June 23
GREEKTOWN CASINO: Can Pay Pre-Bankruptcy Construction Claims
HENDRX CORP: Posts $495,496 Net Loss in 2008 First Quarter
HEREFORD INSURANCE: A.M. Best Lifts Credit Rating to 'b' from 'b-'

HANCOCK FABRICS: To Emerge in August, Says Cooley Godward
HOLLINGER INC: Polar Amasses 13.4% Stake for South Pole Fund
IAC/INTERACTIVECORP: Commences Cash Tender Offer for 7% Sr. Notes
IAC/INTERACTIVECORP: Noteholders Reject Tender Offer for 7% Notes
IAC/INTERACTIVECORP: Dir. William H. Berkman Plans to Step Down

IAC/INTERACTIVECORP: S&P Retains Negative Watch on Plan to Split
INTERSTATE BAKERIES: Can Increase Asset Sale Cap to $15 Million
INTERSTATE BAKERIES: Closes Deal to Raise DIP Facility to $249MM
INTERSTATE HOTELS: Moody's Cuts Corp. Family Rating to B2 from B1
INTREPID TECH: March 31 Balance Sheet Upside-Down by $1,811,852

JACUZZI BRANDS: Ongoing Revenue Pressure Cues Moody's Rating Cuts
JAN & JOHNNY: Case Summary & Five Largest Unsecured Creditors
JUAZA INC: Westbrook Stock to be Auctioned Off
LANDSOURCE COMMUNITIES: Court Okays $35MM Interim DIP Financing
LANDSOURCE: BoNY Says DIP Solely for Benefit of First Lien Lenders

LANDSOURCE COMMUNITIES: Wants to Employ Richards Layton as Counsel
LANDSOURCE COMMUNITIES: U.S. Trustee Sets June 30 Org. Meeting
LB-UBS: Moody's Assigns Low-B Ratings on Six Certificate Classes
LEHMAN BROS TRUST: S&P Cuts Ratings on Two Certificate Classes
LEINER HEALTH: Obtains Court OK to Sell Assets to NBTY for $371MM

LEISURE TIME: Case Summary & 14 Unsecured Creditors
LE MONDE: Moody's Chips Baa1 Ratings to Ba3 on Six Note Classes
LEONARD JAIGOBIN: Case Summary & 20 Unsec. Creditors
LIQUIDMETAL TECH: March 31 Balance Sheet Upside-Down by $17.6MM
LINENS N THINGS: Wants Court to Appove Leases With Wheels, Inc.

LINENS N THINGS: Court Oks Asset Sale as Agreed with Tiger Capital
MADILL EQUIPMENTS: Blueprints of Equipment for Auction
MAAX HOLDINGS: Affiliate Inks Takeover Deal with Lender Brookfield
MATRIX DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
MB SOFTWARE: March 31 Balance Sheet Upside-Down by $321,349

MCDERMOTT INTERNATIONAL: Moody's Puts Ba3 Rating Under Review
MECHANICAL TECH: Posts $3,187,000 Net Loss in 2008 First Quarter
MEDICAL SOLUTIONS: March 29 Balance Sheet Upside-Down by $4.1MM
MERITAGE HOMES: Fitch Trims Issuer Default Rating to B+ from BB-
MERRILL LYNCH TRUST: Fitch Puts Low-B Ratings on Six Cert. Classes

MIDDLETON DOLL: Posts $799,145 Net Loss in 2008 First Quarter
MISTRAL PHARMA: To Ask for Lenders' Consent for Sale of Assets
MRS FIELDS: Moody's Cuts Caa2 Rating to C on Likely Default
MTR GAMING: Moody's Junks Rating on 9% Senior Subordinated Notes
MSCI INC: S&P Lifts Rating to BB After Strong Operating Trends

MW JOHNSON: Case Summary & 39 Largest Unsecured Creditors
NEOMEDIA TECH: March 31 Balance Sheet Upside-Down by $69,494,000
NEWARK GROUP: S&P Lowers Corporate Credit Rating to B from B+
NEXSTAR BROADCASTING: Amends Executive Employment Agreements
PACIFIC LUMBER: SCOPAC Asks Court Authority to Use Cash Collateral

PERFORMANCE TRANS: Black Diamond Joins Calls for PTS Liquidation
PHYTOMEDICAL TECH: Posts $753,334 Net Loss in 2008 First Quarter
PLATINUM PROPERTIES: Case Summary & 21 Largest Unsecured Creditors
PROPEX INC: Wants Court Approval on Mac Bridger Separation Pact
PROPEX INC: Wants Court Nod on Alto Business Sale to Lumite Inc.

PROVIDENT AMERICAN: A.M. Best Holds D(Poor) Fin'l Strength Rating
QUAKER FABRIC: Has Until June 18 to File Chapter 11 Plan
RAVENNA ALUMINUM: Selling Substantially All Assets on June 26
RISKMETRICS GROUP: S&P Holds Ratings and Revises Outlook to Pos.
RITE AID: Moody's Rates $350 Million Sr. Secured Term Loan 'Ba3'

SCOTTISH RE: Selling International Life Reinsurance for $71.2MM
SCOTTISH RE: Moody's to Review Caa3 Preferred Stock Rating
SCOTTISH RE: A.M. Best Chips Ratings and Keeps it Under Review
SIRIUS SATELLITE: Senate Gauges Planned Merger with XM Satellite
SMITHFIELD FOODS: Moody's Reviews Ratings for Possible Cut

SOLAR COSMETIC: Gets Final OK to Use KeyBank's $2.4 Mil. Facility
SOLAR COSMETIC: Case Conversion Hearing Scheduled on June 23
SPACEHAB INC: Finalizes NASA Pact for Market, Job Openings
SUN-TIMES MEDIA: Polar Amasses 13.4% Stake for South Pole Fund
SUNG CHUNG: Voluntary Chapter 11 Petition

SUPERIOR OFFSHORE: Sells SAT3 System to Cal Dive for $12 Million
THORNBURG MORTGAGE: Posts $3.3 Billion Net Loss in First Quarter
TROPICANA ENT: Can Employ Ernst & Young as Independent Auditor
TROPICANA ENT: Panel Taps Stroock & Stroock as Lead Bankr. Counsel
TROPICANA ENT: Panel Wants Morris Nichols as Delaware Co-Counsel

TWEETER HOME: Court OKs Extension of Removal Period to October 31
TWEETER HOME: Wants Plan-Filing Period Extended to September 3
UNITED RENTALS: Board OKs Modified Dutch Auction Offer for Shares
UNITED RENTALS: $679MM Stock Repurchase Cues Fitch's Rating Action
UNITED SUBCONTRACTORS: Moody's Cuts CFR to Caa2, Outlook Neg

VILLAGEEDOCS INC: Posts $494,835 Net Loss in 2008 First Quarter
VITAL LIVING: Moore & Associates Expresses Going Concern Doubt
WERNER LADDER: Investcorp WantS $1BB Suit Moved to Delaware
WILFRED COOPER: Case Summary & 12 Unsec. Creditors
WORLD RX: Case Summary & 45 Largest Unsecured Creditors

XM SATELLITE: Senate Scrutinizes Merger with Sirius Satellite
YOUNG BROADCASTING: Fails to Comply with Nasdaq Min. Market Value
YOUNG BROADCASTING: S&P Holds 'CCC+' Rating on KRON-TV Sale Worry

* Fitch Notes Erosion in Overall Credit Quality of U.S. Companies
* S&P Says Oil Price Hike Makes Transpo. Business Difficult

* Tex. PUC Should Tighten Rules for Power Retailers, MXenergy Says  

* David Blank Joins Resilience Capital Partners as Associate
* Ruden McClosky Adds Seven Attorneys and Opens 11th Branch
* Shmuel Vasser Moves to Dechert LLP as Restructuring Partner

* BOND PRICING: For the Week of June 9 to June 13, 2008

                             *********

800 BOURBON: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 800 Bourbon Street, LLC
        800 Bourbon Street
        New Orleans, LA 70116

Bankruptcy Case No.: 08-11322

Type of Business: The Debtor is a real estate corporation.

Chapter 11 Petition Date: June 11, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Emile L. Turner, Jr., Esq.
                  Emile L. Turner Law Office
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 586-9120
                  eltjr01@bellsouth.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A+ Home Improvement, LLC         Roof repairs -         $34,357
Attn: Marc G. Dorsey             litigation pending
Dorsey & Bossetta, LLC
511 Gravier Street, Suite 100
New Orleans, LA 70130

City of New Orleans              Penalties and          $12,109
Bureau of Treasury               collection fees re
1300 Perdiro Street, Room 1W40   taxes due
New Orleans, LA 70112


ACCENTIA BIOPHARMA: Maturity of Unit's Notes Extended to Oct. 31
----------------------------------------------------------------
Biovest International, Inc., a majority-owned subsidiary of
Accentia Biopharmaceuticals, Inc., entered into an agreement with
Laurus Master Fund, Ltd. and its affiliates, Valens U.S. SPV I,
LLC and Valens Offshore SPV II, Corp., whereby the Valens Funds
agreed to extend the maturity date of the Secured Promissory Notes
from Biovest, dated Dec, 10, 2007, from their initial maturity
date of June 10, 2008 to Oct. 31, 2008.

In consideration for the extension, Biovest entered into an
amendment to the December 2007 Royalty Agreement with Valens
Offshore, whereby the royalty percentage due to Valens Offshore
under the existing Royalty Agreement, dated Dec. 10, 2007, on
sales of Biovest's biologic products including BiovaxID(TM) was
increased from 2.96% to 9.46%.  

The Royalty Amendment provides that the Royalty Percentage will be
reduced from 9.46% to 5.96% in the event that Biovest makes
payment in the amount of $10 million to the Valens Funds (and
Laurus) to pay off and reduce the outstanding balance on the
existing secured notes on or before June 30, 2008, or, in the
alternative, will be reduced from 9.46% to 6.96% in the event that
Biovest makes this required payment after June 30, 2008 but before
July 31, 2008.

In connection with the closing of the amendment agreement, the
company executed a Guaranty Side Letter with Laurus confirming
that the portion of Biovest's existing indebtedness to Laurus
which is guaranteed by the company equals a fixed principal amount
of $4,991,630 plus all other obligations.

A full-text copy of the Amendment Letter is available for free at
http://ResearchArchives.com/t/s?2df4

A full-text copy of the Royalty Agreement Amendment is available
for free at http://ResearchArchives.com/t/s?2df5

A full-text copy of the Reaffirmation and Ratification Agreement
is available for free at http://ResearchArchives.com/t/s?2df6

A full-text copy of the Guaranty Side Letter is available for free
at http://ResearchArchives.com/t/s?2df7

               About Accentia Biopharmaceuticals

Based in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq:
ABPI) -- http://www.accentia.net/-- is a vertically integrated    
biopharmaceutical company focused on the development and
commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals Inc.'s consolidated balance sheet at
March 31, 2008, showed $29.0 million in total assets,
$97.0 million in total liabilities, $4.7 million in
non-controlling interest in variable interest entities, and
$111,963 in convertible redeemable preferred stock, resulting in a
$72.8 million total stockholders' deficit.

                      Going Concern Doubt

Aidman, Piser & Company, P.A., in Tampa, Florida, expressed
substantial doubt about Accential Biopharmaceuticals Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Sept. 30, 2007, and 2006.  The auditing firm reported that the
company has incurred cumulative net losses of approximately
$164.1 million during the three years ended Sept. 30, 2007,
$57.8 million of which was attributable to their 76% owned
subsidiary, and, as of that date, had a working capital deficiency
of approximately $53.1 million.

The company incurred net losses of $33.1 million, used cash from
operations of approximately $16.1 million during the six months
ended March 31, 2008, and has a working capital deficit of
approximately $67.5 million at March 31, 2008.  Net losses for
Biovest, whose results are consolidated with the company, were
approximately $7.8 million, during the same six month period.


AFC CAPITAL: A.M. Best Holds 'bb' Rating on $309MM 8.207% Trust
---------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of A-
(Excellent) and issuer credit ratings of "a-" of Hanover Insurance
Group Property and Casualty Companies and its members.  

Additionally, A.M. Best has affirmed the ICR of "bbb-"and debt
ratings of "bbb-" for senior debt and "bb" for capital securities
of the publicly traded holding company, The Hanover Insurance
Group, Inc.  The outlook for the above ratings is positive.

Concurrently, A.M. Best has affirmed the FSR of B+(Good) and ICR
of "bbb-" of First Allmerica Financial Life Insurance Company.  
The outlook for these ratings is stable.

The ratings and outlook of Hanover reflect its excellent risk-
adjusted capitalization, stemming from improved operating earnings
and the elimination of dividends last paid to THG in 2002.  In
recent years, Hanover has sustained profitability and retained
surplus through improved underwriting performance and favorable
reserve development.  The ratings further reflect improved
financial leverage and the financial flexibility at THG since
2003.  Furthermore, A.M. Best recognizes the benefits from the
disposal of THG's variable life and annuity business.

Partially offsetting these positive rating factors is Hanover's
comparatively high underwriting leverage, primarily attributable
to dividends paid to THG prior to 2002, which significantly
reduced surplus.  However, leverage measures have improved in
recent years, and A.M. Best anticipates Hanover will produce
favorable operating earnings.  Additionally, A.M. Best believes
its underwriting leverage and capitalization will further improve.

The ratings of FAFLIC primarily recognize its favorable levels of
risk-adjusted capitalization, despite significant stockholder
dividends in recent years, along with its continued affiliation
with Hanover.  While FAFLIC has experienced large pre-tax losses
in each of the past two years as a result of a number of one-time
events, net income has been positive due to tax benefits, which
primarily are the result of FAFLIC's utilization of tax credits
under its consolidated tax sharing agreement with Hanover.  A.M.
Best will be monitoring FAFLIC's ability to reduce expenses and
improve pre-tax operating results going forward.

In addition, A.M. Best has revised the outlook to positive from
stable and affirmed the FSR of A-(Excellent) and ICR of "a-" of
Professionals Direct Insurance Company, which was acquired by THG
in 2007.  The revised outlook reflects the enhancement the company
receives from its new parent.

Concurrently, A.M. Best has affirmed the FSR of A(Excellent) and
ICR of "a" of Verlan Fire Insurance Company, newly acquired by THG
on March 14, 2008.  The outlook for both ratings is stable.

The FSR of A-(Excellent) and ICRs of "a-" have been affirmed for
Hanover Insurance Group Property and Casualty Companies and its
following members:

  --  Allmerica Financial Alliance Insurance Company
  --  Allmerica Financial Benefit Insurance Company
  --  Citizens Insurance Company of America
  --  Citizens Insurance Company of Ohio
  --  Citizens Insurance Company of the Midwest
  --  Citizens Insurance Company of Illinois
  --  The Hanover American Insurance Company
  --  The Hanover Insurance Company
  --  Hanover Lloyd's Insurance Company
  --  Hanover New Jersey Insurance Company
  --  Massachusetts Bay Insurance Company

The ICR of "bbb-" has been affirmed for The Hanover Insurance
Group, Inc.

These debt ratings have been affirmed:

The Hanover Insurance Group, Inc.
  --  "bbb-" on $200 million 7.625% senior unsecured debentures,
      due 2025

AFC Capital Trust
  --  "bb" on $309 million 8.207% trust preferred securities, due
      2027


ALLTEL CORP: S&P Says Verizon Deal Will Have Greater Scope & Scale
------------------------------------------------------------------
Verizon Wireless said that it had reached an agreement with ALLTEL
Corp. to purchase the company in a transaction valued at about
$28 billion.
     
"The combined company will have greater scale and scope.  ALLTEL
brings 13 million subscribers to Verizon Wireless' base, as well
as valuable spectrum holdings in markets throughout the U.S.,"
according to a recently published Credit FAQ by Standard & Poor's
Ratings Services.
     
"Since the two companies share the common network technology of
code division multiple access," explained Standard & Poor's credit
analyst Catherine Cosentino, "this should enable Verizon to
integrate these networks fairly easily."  The transition to next-
generation technology for the ALLTEL properties will be the same
as that adopted for Verizon's legacy properties.  In addition,
network cost savings will be derived from the elimination of
duplicative systems and the consolidation of traffic onto one
network.

     
AMERICAN COLOR: Enters into $11.26MM Amended Credit Facility
------------------------------------------------------------
American Color Graphics, Inc., as borrower, and ACG Holdings, Inc.
and certain subsidiaries of Holdings, as guarantors, entered, on
March 3, 2008, into an additional credit facility with Special
Situations Investing Group, Inc., as administrative agent, and
certain lenders, providing for additional term loans in an
aggregate principal amount not to exceed $8 million.  At June 4,
2008, the March Commitments were fully drawn.

On June 4, 2008, Graphics entered into an amended and restated
credit facility providing for term loans in an aggregate principal
amount not to exceed an additional $11.265 million.  The March
2008 Facility improved the company's liquidity position.

An initial borrowing under the June Commitments of $6.5 million
was consummated on June 4, 2008.  Availability of additional
borrowings under the June Commitments is subject to certain
customary conditions precedent, as well as these additional
conditions precedent:

   (a) commencement and, for funding dates on or after June 16,
       2008, consummation of the June 2008 Consent Solicitations,

   (b) continuing effectiveness of all waivers and agreements
       granted or entered into on February 14, March 3, and June
       4, 2008, by or with the lenders under the 2005 Credit
       Agreement and the 2006 Receivables Facility, and

   (c) continuing effectiveness of the Merger Agreement and the
       Restructuring Agreement.

Interest on borrowings (a) under the March Commitments accrues at
a rate of 10.0% per annum, and (b) under the June Commitment
accrues at a rate of 15.0% per annum, in each case payable monthly
in arrears.  A fee of 3.0% of the aggregate maximum principal
amount of the March Commitments is payable upon maturity of
borrowings under the March 2008 Facility and, as of June 4, 2008,
has been capitalized as non-interest bearing principal under the
March 2008 Facility.  A fee of 5.0% of the aggregate maximum
principal amount of the June Commitments has been capitalized as
non-interest bearing principal under the March 2008 Facility.  
Graphics paid the lenders initially providing the June Commitments
an additional fee of $1.0 million on June 4, 2008.

As reported in the Troubled Company Reporter on March 10, 2008,
all borrowings under the March 2008 Facility mature upon the
earliest to occur of:

   (a) Jan. 15, 2010,
   
   (b) the fifth day after an acceleration of the 2005 Revolving
       Credit Facility and 2005 Term Loan as a result of an event
       of default, or upon automatic acceleration following the
       commencement of a bankruptcy or insolvency proceeding,

   (c) consummation of a merger with or other acquisition by an
       unaffiliated third party reasonably acceptable to the
       lenders under the March 2008 Facility, and

   (d) consummation of a recapitalization of Holdings or Graphics
       involving the repayment in full or other refinancing of the
       2005 Credit Agreement.

Obligations under the March 2008 Facility are senior obligations
of Graphics, Holdings and each of the subsidiary guarantors and
are secured by a lien on all collateral securing the 2005 Credit
Agreement and 2006 Receivables Facility, subject to certain
exceptions.  The security interest under the March 2008 Facility
in the March 2008 Facility Collateral ranks (a) second in priority
to the lien of the 2005 Credit Agreement and 2006 Receivables
Facility in the March 2008 Facility Collateral and (b) prior to
the lien of the 10% Notes and 2007 Promissory Notes in the March
2008 Facility Collateral.

The March 2008 Facility includes various affirmative and negative
covenants and events of default, which are substantially the same
as those contained in the 2005 Credit Agreement and 2006
Receivables Facility.  The ability of the lenders under the March
2008 Facility to declare a default or otherwise enforce remedies
as a result of any failure of the Company to comply with these
covenants is suspended for so long as borrowings under the 2005
Credit Agreement and 2006 Receivables Facility are outstanding.

                      About American Color

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

At Dec. 31, 2007, American Color's consolidated balance sheets
reveal total assets of $224,080,000 and total debts of
$493,973,000 resulting in a $269,893,000 stockholders' deficit.

                          *     *     *

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

As reported by the Troubled Company Reporter on June 13, 2008,
American Color commenced a solicitation of votes for its
prepackaged plan of reorganization from its 10% Noteholders.  
American Color submitted to the Securities and Exchange Commission
on June 11, 2008, a proposed joint prepackaged Chapter 11 plan of
reorganization and a disclosure statement explaining that plan.  
On May 22, 2008, and as updated on May 30, 2008, American Color
said it had the support of its 10% Note holders to merge with
Vertis Communications and complete its comprehensive restructuring
Plan.  Under the plans, holders of 10% Notes and Vertis notes will
be exchanging their notes for an aggregate of $550 million in new
Vertis notes and substantially all the new equity in the combined
company.


AMERICAN HOME: Wants Plan Filing Period Extended to Sept. 2
-----------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Rule 9006 the
Federal Rules of Bankruptcy Procedure, and Rule 9006-2 of the
Local Rules of Bankruptcy Practice and Procedure of the U.S.
Bankruptcy Court for the District of Delaware, American Home
Mortgage Investment Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend:

   (a) their exclusive period to file a Chapter 11 plan through
       September 2, 2008; and

   (b) their exclusive period to solicit and obtain acceptances
       for that Plan through October 29, 2008.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates the Debtors have made and
continue to make significant progress in administering their
large and complex bankruptcy cases.  Since their last exclusivity
extension, the Debtors, Mr. Patton relates, have devoted
substantial time to several highly complex litigation matters,
including the:

   -- closing the sale of the Debtors' mortgage loan servicing
      business;

   -- approval of the sale of non-performing loans owned by Bank
      of America, N.A., to Beltway Capital, LLC, and Lehman
      Capital;

   -- dismissal of Bank of America, N.A.'s stay relief
      litigations; and

   -- substantial progress with respect to the reviewing,
      reconciling and objecting to proofs of claim filed in
      Debtors' Chapter 11 cases.

Mr. Patton informs the Court the Debtors have expended
significant time working with the purchaser of their loan
servicing business, AH Mortgage Acquisition Co., Inc., to
facilitate the effective transition of the Servicing Business.  
"Accordingly, the Debtors have not, and could not, reasonably
have been expected to, formulate and negotiate a meaningful
Chapter 11 plan or plans at this point in the cases," Mr. Patton  
maintains.

Termination of the Debtors' Exclusive Periods would adversely
impact their efforts to maximize the value of their assets, and
the progress of the cases, Mr. Patton contends.  He contends that
if the Court were to deny the Debtors' request, any party-in-
interest would be free to propose a plan of reorganization, which
would foster a chaotic environment with no central focus.

Judge Christopher Sontchi will convene a hearing on June 25, 2008,
at 10:00 a.m., to consider the Debtors' request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtors' Removal Period is automatically
extended until the conclusion of that hearing.

                   About American Home

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

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

(American Home Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).    


AMERICAN NATURAL: March 31 Balance Sheet Upside-Down by $17.2MM
---------------------------------------------------------------
American Natural Energy Corp.'s consolidated balance sheet at
March 31, 2008, showed $3,660,201 in total assets and $20,838,675
in total liabilities, resulting in a $17,178,474 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $534,422 in total current assets
available to pay $19,038,075 in total current liabilities.

The company incurred a net loss of $172,830 during the three
months ended March 31, 2008, compared to a net loss of $466,730
for the three months ended March 31, 2007.  During the three
months ended March 31, 2008, revenues were comprised of oil and
gas sales totaling $574,532 compared with oil and gas sales and
operations income of $340,389 during the same period of 2007.

Oil and gas sales for the three months ended March 31, 2008, were
higher as a result of higher oil prices.

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?2ddf  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 9, 2008,
Houston-based Malone & Bailey, PC, in Houston, expressed  
substantial doubt about American Natural Energy Corporation's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  

The auditing firm reported that the company has incurred
substantial losses during 2007 and 2006, has a working capital
deficiency and an accumulated deficit at Dec. 31, 2007, and is in
default with respect to certain debenture obligations.

The company's debentures in the amount of $10,825,000 which were
due on Sept. 30, 2006, have not been repaid or refinanced as of
June 3, 2008, and are in default.  As of March 31, 2008, interest
in the amount of $1,732,000 on the debentures had accrued and was
unpaid when due.  The company has no current borrowing capacity
with any lender.  

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.

                       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.


AMERICAN TONERSERV: Posts $1,197,116 Net Loss in 2008 1st Quarter
-----------------------------------------------------------------
American TonerServ Corp. reported a net loss of $1,197,116 on    
total revenues of $2,689,679 for the first quarter ended March 31,
2008, compared with a net loss of $969,165 on total revenues of
$390,568 in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$8,940,969 in total assets, $6,690,137 in total liabilities, and  
$2,250,832 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $2,883,904 in total current assets
available to pay $4,702,455 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?2dfd

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 10, 2008,
Perry-Smith LLP, in Sacramento, Calif., expressed substantial
doubt about American TonerServ Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations, accumulated deficit and working capital deficit.

                     About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTC BB:
ASVP) -- http://www.americantonerserv.com/-- is a consolidator in  
the highly fragmented printer supplies and services industry.  ATS
acquires, integrates and manages independent businesses that
deliver printer supplies, services and equipment to small/mid-
sized businesses.                                  


AMERICREDIT CORP: Fitch Holds 'BB' Ratings and Removes Neg. Watch
-----------------------------------------------------------------
Fitch has affirmed the ratings of AmeriCredit Corp. and removed
them from Rating Watch Negative.  Approximately $950 million of
debt is affected by this action.  The Rating Outlook is Negative.

AmeriCredit Corp.
  -- Long-term Issuer Default Rating 'BB';
  -- Senior debt 'BB'.

The rating affirmation reflects ACF's solid position in the auto
finance market, portfolio diversification across the credit
spectrum, experienced management team, consistent servicing and
collections capabilities over economic cycles, and adequate
capitalization for the rating level.

The removal of the company's ratings from Rating Watch Negative,
where they were placed on Jan. 23, 2008, reflects the closing of a
one-year, $2 billion forward purchase agreement with Deutsche Bank
AG.  Under this agreement whereby the bank will purchase
'AAA'-rated asset-backed securities in registered public offerings
on the AmeriCredit Automobile Receivables Trust platform, and the
recent completion of a $750 million issuance of 'AAA'-rated AMCAR
notes without the need for Deutsche participation.  Fitch believes
the Deutsche agreement provides needed liquidity, certainty of
execution, confidence in the company's collateral, and an
opportunity to upsize future ABS transaction size.

The Rating Outlook reflects the negative impact rising
unemployment and declining collateral values will have on
portfolio credit quality, the uncertain capital markets
environment's impact on funding costs, and the expectation that
ACF's liquidity will decline with the potential expiration of a
approximately $1.6 billion in warehouse capacity in calendar 2008.  
Still, Fitch is comfortable with the company's continuing
liquidity profile, given significant reduction in calendar 2008
origination targets and the expectation that management will
maintain unrestricted cash balances in a range of $300 million to
$400 million.

Negative rating action could result from deterioration in credit
quality combined with significant declines in profitability, other
than temporary reductions in cash balances beyond management
targets, reduced borrowing capacity on the master warehouse
facility as a result of covenant violations, an inability to
access the ABS markets beyond the expiration of the Deutsche
commitment, and/or weakening capitalization.  Conversely,
stabilization of portfolio credit metrics, a reduction in funding
costs resulting from more certain access to the capital markets,
an improvement in funding flexibility, and/or an increase in
available liquidity could provide positive rating momentum.


AURORA OIL: Given Until August 15 to Cure Term Loan Default
-----------------------------------------------------------
Aurora Oil & Gas Corporation has negotiated and entered into
waiver and forbearance agreements on its senior secured credit
facility and second lien term loan agreements.

Earlier this year, the company announced that its existing capital
structure was not adequate to fund its anticipated growth and
thereafter embarked on a recapitalization effort whereby the
existing debt structure would be replaced with a more flexible
capital structure, to include revised loan agreements and new
project financing.

In the interim, Aurora has worked to maintain its operations
through existing cash balances, cost reductions and internally
generated cash flows from sales of oil and natural gas production.

                $50 Million Syndicated Term Loan

Aurora Oil disclosed on Aug. 22, 2007, that it has entered into a
new $50 million second lien term loan, effective Aug. 20, 2007.
The proceeds of this loan were used to fund the payoff of all
outstanding amounts under the company's project financing line
provided by TCW, which has now been terminated.

Members of the Term Loan syndicate, arranged by BNP Paribas,
include Laminar Direct Capital L.P., a member of the D.E. Shaw
group, CIT, Energy Components and BNP Paribas.

The company completed on June 12, 2008, negotiations and entered
into waiver and forbearance agreements, effective June 2, 2008.
The lenders, in exchange for interest rate increases and other
non-financial concessions, have permanently waived any defaults or
events of default resulting from the non-compliance with any
covenants on or before March 31, 2008.  In addition, the Lenders
have agreed to forbear any further actions, including
any payment of borrowing base deficiency until after Aug. 15,
2008.  

                       Covenant Violations

On April 29, 2008, Aurora management reported to BNP and the
syndicate of associated lenders that it failed to meet certain
covenants required by its loan agreements.  According to the
agreements, the company was allowed a 30 day period to remediate
the failures in order to avoid an event of default.

At that time, the company also began negotiations for a waiver in
the event it was unsuccessful with its remediation efforts. After
the period was completed, it was determined that the remediation
efforts did not sufficiently address the covenant failures.

On June 6, 2008, the Lenders informed the company that it had
redetermined the company's borrowing base to be $50 million.  As a
result, there was a potential deficiency of as much as
$20 million.  According to the loan agreements, the company must
repay any deficiency in three equal monthly installments within
90 days of notification.

Details of the amendment to credit agreement is available for free
at http://ResearchArchives.com/t/s?2de4

Details of the amendment to second lien term loan agreement is
available for free at http://ResearchArchives.com/t/s?2de3

Mr. William W. Deneau, Chief Executive Officer, commented, "Though
our preferred outcome was full remediation of covenant failures,
we are satisfied with this arrangement with our Lenders.  At this
time, we are in advanced negotiations with several parties that
offer beneficial financial alternatives to the company.  We
believe that our efforts over the next two months will result in a
solution that not only resolves the financial inflexibility we are
experiencing, but will also establish a sound capital structure
from which we can continue development of our large undeveloped
asset base."

                      About Aurora Oil & Gas

Aurora Oil & Gas Corporation (Amex: AOG) --
http://www.auroraogc.com/-- is an independent energy company  
focused on unconventional natural gas exploration, acquisition,
development and production with its primary operations in the
Antrim Shale of Michigan, the New Albany Shale of Indiana and
Kentucky, and the Woodford Shale of Oklahoma.


BCE INC: Catalyst Intervenes in Appeal of Failed Leveraged Buyout
-----------------------------------------------------------------
Catalyst Asset Management Inc. has filed its factum with the
Supreme Court of Canada in the appeals by BCE Inc. and 6796508
Canada Inc. of a Quebec Court of Appeal decision rejecting a plan
of arrangement put forward by BCE, involving the proposed
leveraged buyout by a private equity group led by Ontario
Teachers' Pension Plan.

On June 9, the Court granted Catalyst leave to intervene in the
appeals, and was required to file its 15-page factum on June 10.  
Catalyst will also be making oral representations to the Court at
the hearing of the appeals which will take place on Tuesday, June
17, 2008 in Ottawa.

As reported by the Troubled Company Reporter on May 23, 2008, the
Committee comprising certain institutional holders of 1997
Bell Canada debentures have succeeded in suspending a proposed
plan of arrangement under which BCE would have been acquired by a
consortium led by the Ontario Teachers' Pension Plan when the
Quebec Court of Appeal issued its judgment rejecting the plan of
arrangement.

Committee members objected to the proposed plan of arrangement
because they believed it was unfair to debenture holders. The
proposed plan would have forced Bell Canada, the BCE subsidiary in
which committee members hold bonds, to guarantee $34 billion in
loans that the purchaser would have incurred to purchase the
shares of BCE. Committee members believed that Bell would receive
nothing in return for guaranteeing that debt. The proposed plan
had already led to a dramatic decrease in the market value of
the bonds and had led some credit agencies to downgrade the bonds'
status from investment grade to junk bond status.

In rejecting the plan of arrangement, the Court of Appeal found
that the BCE board had failed to consider the interests of the
debenture holders as they were bound to do under Canadian law.
Instead, the BCE board acted on the assumption that they had an
overriding duty to shareholders which was wrong in law.

                            About BCE

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company,   
providing comprehensive and innovative suite of communication
services to residential and business customers in Canada.  Under
the Bell brand, the company's services include local, long
distance and wireless phone services, high-speed and wireless
Internet access, IP-broadband services, information and
communications technology services (or value-added services) and
direct-to-home satellite and VDSL television services.  Other BCE
holdings include Telesat Canada and an interest in CTVglobemedia.

Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary  
of BCE Inc.  Bell offers integrated information and communications
technology services to businesses and governments, and is the
Virtual Chief Information Officer to small and medium businesses.  

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services kept its ratings on BCE Inc.
and its related entities on CreditWatch with negative
implications, pending the completion of the company's leveraged
buyout by a consortium of private equity investors led by Teachers
Private Capital as announced on June 30, 2007.  As a result of the
proposed LBO, S&P expect reported debt to increase to about
C$37 billion from about C$10 billion at Sept. 30, 2007.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BERRY PETROLEUM: O'Brien Deal Cues Moody's to Confirm B1 Ratings
----------------------------------------------------------------
Moody's Investors Service confirmed the B1 corporate family rating
and B1 probability of default Rating for Berry Petroleum Company
following the company's announcement that it is acquiring O'Brien
Resources' East Texas assets.  Simultaneously, Moody's assigned a
Speculative Grade Liquidity rating of SGL-3 and changed Berry's B3
(LGD 5, 87%) senior subordinated notes rating to B3 (LGD 6, 90%).  
This action concludes the review for upgrade initiated by Moody's
on April 8, 2008.  The outlook is positive.

On 6/10/08, Berry announced that it is acquiring O'Brien
Resources' East Texas assets for cash consideration of
$620 million.  The acquired assets consist of 4,508 net acres in
Limestone and Harrison counties of East Texas containing an
estimated 335 Bcfe (56 MMboe) of proved and an estimated 60 Bcfe
(10 MMboe) of proved developed reserves.  The purchase price of
$1.85/mcfe ($11.10/boe) of proved reserves combined with the high
future development cost of $1.27/mcfe ($7.61/boe) due to a very
high percentage of proven undeveloped reserves content (82%)
indicates a fully developed acquisition cost of about $3.12/mcfe
($18.72/boe).  

Berry has agreed to pay about $118,095/boe ($19,682/mcfe) of
current daily production.  Moody's notes that this valuation,
although being fully valued with a high percentage of PUDs, does
accurately reflect the extremely high commodity pricing
environment the sector is currently experiencing.  The company
plans to finance the deal through the new upsized secured
$1.5 billion credit facility with a $1 billion borrowing base.

The confirmation of the B1 CFR reflects the company's increase in
scale and diversification which now compares favorably with the B1
peer group although still lagging the Ba3 peer companies, while
accommodating the higher leverage due to the initially fully debt
funded acquisition.  The rating also reflects the relative lack of
operational track record in the newly acquired basins and Berry's
financial policy departure from traditional conservatism to a
willingness to be more acquisitive while it continues to diversify
into new core areas based on the strength of legacy California and
the now proven Rocky's Piceance assets base.  The rating also
takes into account Berry's reserves and cost structure which
includes a very high (50%) component of proven undeveloped
reserves pro-forma for the newly acquired East Texas assets, and
Moody's expectation that organic reserve replacement costs and
future development costs will likely rise further as the firm
funds drilling and development on its high proportion of PUD
reserves while going through the natural learning curve of
operating in new core areas.

Moody's acknowledges Berry's meaningful progress in its transition
from a pure California heavy oil producer to also becoming an
established Rocky Mountain region natural gas producer.  While
many of the company's historical leverage and operational measures
have been more in line with a Ba3, the fully debt funded step out
into the East Texas basins initially has placed Berry much closer
to the B1 peers and in case of leverage even below the B1 peer
group (initial debt to PD of $9.60/boe compared to B1 average of
$8.09/boe).  The B1 accommodates Berry's need to establish a track
record with the new East Texas asset base, demonstrate the ability
of successful PUD conversion in the new basins at competitive cost
structure while simultaneously being able to generate consistent
natural gas production and reserve growth at competitive costs
from the traditional areas of operation as well as meaningfully
reduce and maintain an overall leverage profile comparable to a
higher rating.

The B1 is supported by the significantly increased scale of the
combined company.  The O'Brien acquisition provides Berry with a
viable footprint in a new core area of East Texas bearing the
familiar signature profile of long-lived, low geological risk and
organic growth potential assets.  The acquisition also provides
first time exposure for Berry to the emerging Bossier Shale and
Haynesville Shale unconventional resource plays.  Pro-forma for
the acquisition, Berry's reserves will increase 33% in size and
production will increase by approximately 19% and will make it the
largest single-B rated exploration and production company in the
peer group.

In addition, the ratings benefit from the durability of its
property base and the significant exposure to oil production.  
This property profile with a comparatively low decline rate
carries a lesser degree of capital intensity compared to many E&P
peers with greater exposure to unconventional resource plays.  
While initially leverage is increasing with the acquisition, the
B1 CFR can accommodate this added leverage, assuming that
commodity prices and production volumes remain supportive for debt
reduction over the next twelve months.  Berry will be the operator
of all acquired properties and plans to set up a new East Texas
focused asset team at location.  O'Brien Resources has agreed to
continue to operate the properties during the transition period.

The positive outlook reflects the increased scale of Berry as well
as the outlook for commodity prices, both of which provide the
company with additional opportunities to achieve reserves and
production growth and to execute a meaningful debt reduction
strategy.  However, the positive outlook also reflects that the
company will have initially increased leverage on the PD reserves
at close and assumes meaningful leverage reduction will occur
through an equity offering within the next quarter.  Moody's
estimates pro-forma leverage on the PD reserve base to be over
$9.00/boe compared to $4.55/boe at FYE 12/31/07 combined with
elevated reinvestment risk associated with entering new
operational basins.

An upgrade would be considered if leverage is reduced
substantially in the next two quarters through an equity offering,
particularly if the company pursues additional acquisitions as it
has indicated it may do.  An upgrade would also need to see
visibility of further debt reduction from organic cash flow
generation as well as clear indications that the PUD reserve
conversion costs and capital productivity in the East Texas area
meeting management's expectation.  Evidence of this would be
sustained sequential quarterly production growth, replacing all of
its production at sustainable costs, and leverage on the PD
reserve base trending closer to $7.00/boe.

The company's 2008 year-end FAS 69 disclosure will be a critical
element in determining its progress.  The outlook could be moved
to stable if leverage remains consistently at high levels post
acquisition closing and/or future acquisitions are not adequately
funded with equity.

The speculative grade liquidity rating of SGL-3 primarily reflects
Berry's adequate liquidity for the next twelve months.  The
company will use over $600 million of borrowing from its credit
facility for funding the O'Brien acquisition leaving very little
room for additional borrowing.  At 03/31/08 Berry had an
outstanding balance of $255 million under its $750 million
unsecured revolving credit facility ($650 million borrowing base),
however, upon closing, a new $1.5 billion facility ($1 billion
borrowing base) is expected to be significantly drawn to fully
fund the purchase of O'Brien Resources.

The company is expected to be well within its maintenance
covenants under the credit facility, though the new facility will
be secured by essentially all of its reserves, leaving virtually
no alternative sources of liquidity.

Berry Petroleum Company currently in Bakersfield, California, is
an independent energy company engaged in the exploration,
development, production, acquisition, and exploitation of crude
oil and natural gas.  The company's reserves and production are
located in California, the Rocky Mountain, and Mid- Continent
regions.  Berry will be relocating its headquarters to Denver,
Colorado during the summer of 2008.


BIO-KEY INT'L: Inks Employment Pact with CEO Michael DePasquale
---------------------------------------------------------------
BIO-key International, Inc. entered into an Employment Agreement
with Michael W. DePasquale, the current Chief Executive Officer of
the company.  Pursuant to the Agreement, Mr. DePasquale will
continue to serve as Chief Executive Officer of the company until
May 25, 2009, or until the employment relationship is terminated
or modified in accordance with the terms and conditions of the
Agreement.

Under the Agreement, Mr. DePasquale will be paid an annual base
salary of $250,000, subject to increases as may be granted by the
Company's Board of Directors.  Mr. DePasquale may also be awarded
a discretionary bonus on the basis of the company achieving
certain corporate and strategic performance goals, as the
company's Board of Directors may determine in its sole discretion.  
The Agreement also contains other customary provisions for an
agreement of its nature.

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

                     About BIO-key International

Headquartered in Wall, New Jersey, BIO-key International Inc. (OTC
BB: BKYI) -- http://www.bio-key.com/-- develops and delivers  
advanced  identification solutions and information services to law
enforcement departments, public safety agencies, government and
private sector customers.

BIO-key International Inc.'s consolidated balance sheet at
March 31, 2008, showed $12,561,740 in total assets, $8,928,594 in
total liabilities, and $6,904,155 in redeemable convertible
preferred stock, resulting in a $3,271,009 total stockholders'
deficit.

                        Going Concern Doubt

Carlin, Charron, & Rosen LLP, in Westborough, Massachusetts,
expressed substantial doubt about BIO-key International 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
substantial net losses in recent years, and accumulated deficit at
Dec. 31, 2007.


BIOVEST INT'L: Lender Extends Secured Notes Maturity to October 31
------------------------------------------------------------------
Biovest International, Inc., entered into an agreement with Laurus
Master Fund, Ltd. and its affiliates, Valens U.S. SPV I, LLC and
Valens Offshore SPV II, Corp., whereby the Valens Funds agreed to
extend the maturity date of the Secured Promissory Notes from the
company dated Dec. 10, 2007, from their initial maturity date of
June 10, 2008, to Oct. 31, 2008.

In consideration for the extension, the company entered into an
amendment to the December 2007 Royalty Agreement with Valens
Offshore, whereby the royalty percentage due to Valens Offshore
under the existing Royalty Agreement, dated Dec. 10, 2007, on
sales of the Company's biologic products including BiovaxID(TM)
was increased from 2.96% to 9.46%.  The Royalty Amendment provides
that the Royalty Percentage will be reduced from 9.46% to 5.96% in
the event that the company makes payment in the amount of $10
million to the Valens Funds (and Laurus) to pay off and reduce the
outstanding balance on existing secured notes on or before June
30, 2008, or in the alternative, will be reduced from 9.46% to
6.96% in the event that the company makes this required payment
after June 30, 2008 but before July 31, 2008.

In connection with the closing of the Amendment Agreement, the
company's majority stockholder, Accentia Biopharmaceuticals, Inc.
executed a Guaranty Side Letter with Laurus confirming that the
portion of the company's existing indebtedness to Laurus which is
guaranteed by Accentia shall equals fixed principal amount of
$4,991,630 plus all other Obligations.

A full-text copy of the Amendment Letter is available for free at
http://ResearchArchives.com/t/s?2df4

A full-text copy of the Royalty Agreement Amendment is available
for free at http://ResearchArchives.com/t/s?2df5

A full-text copy of the Reaffirmation and Ratification Agreement
is available for free at http://ResearchArchives.com/t/s?2df6

A full-text copy of the Guaranty Side Letter is available for free
at http://ResearchArchives.com/t/s?2df7

                  About Biovest International

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of   
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
March 31, 2008, showed $6.9 million in total assets, $36.4 million  
in total liabilities, and $4.7 million in non-controlling
interests in variable interest entities, resulting in a
$34.2 million total stockholders' deficit.

                       Going Concern Doubt

Aidman Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Biovest International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Sept. 30,
2007, and 2006.  The auditing firm pointed to the company's
cumulative net losses since inception, cash used in operating
activities, and working capital deficiency.

At March 31, 2008, the company had an accumulated deficit of
approximately $104.8 million and working capital deficit of
approximately $27.3 million.  Approximately $9.7 million of the
company's notes payable are due by June 30, 2008.


BUFFETS HOLDINGS: Has Until September 30 to File Chapter 11 Plan
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
further extended exclusive periods of Buffets Holdings Inc. and
its debtor-affiliates to:

   a) file a Chapter 11 Plan through and including Sept. 30,
      2008, and

   b) solicit acceptances of a plan through and including
      Dec. 1, 2008.

As reported in the Troubled Company Reporter on June 2, 2008,
according to Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the initial 120-day period
in the Debtors' Chapter 11 cases has not provided them with an
adequate opportunity to develop and negotiate a Chapter 11 Plan.

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

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

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

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

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

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

                     About Buffets Holdings

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

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

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of
$85 million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


BUHRMANN US: Moody's Reviews B2 Senior Subordinate Rating
---------------------------------------------------------
Moody's Investors Service changed the direction of the ongoing
review of Corporate Express NV ratings (CFR at Ba3) to review for
possible upgrade from direction uncertain.  The rating action
follows the recent announcement that the Executive Board and
Supervisory Board of Corporate Express have unanimously
recommended to Corporate Express' shareholders to accept the
revised public offer from Staples Inc. (rated Baa1 under review
for possible downgrade by Moody's) of EUR 9.25 per ordinary share
(increased from Euro 8.00 per ordinary share on June 3, 2008) in
cash.  

Staples offer is also inclusive of an all cash offer for Corporate
Express' 2% Subordinated convertible bonds due 2010, Preference
Shares A of EUR 3.15 per share.  In addition, Staples has also
made a cash tender offer to purchase all of Corporate Express U.S.
Finance Inc.'s outstanding 8.25% and 7.875% Senior Subordinated
Notes due in 2014 and 2015 respectively.  In the light of these
developments, the Boards of Corporate Express have terminated the
merger agreement with Lyreco, which was announced on May 21, 2008.

While in Moody's opinion upwards rating pressure would ensue on
Corporate Express existing debt ratings if the the deal closes as
planned and the company is acquired by Staples given Staples'
scale and stronger financial profile as reflected in its Baa1
rating, Moody's note that on June 6, 2007 Staples Acquisition BV
(a wholly owned subsidiary of Staples Inc.) announced prices for
the cash tender offer for the senior subordinated notes of
Corporate Express (presently rated B2 by Moody's) and has
reportedly received consents from holders of approximately ~99%
each of the aggregate principal amount of the outstanding 8.25%
2014 and 7.875% 2015 notes.

The revised offer expires on June 27, 2008 unless extended
thereafter.  Staples and Corporate Express expect the offer
settlement to take place in July 2008.

Ratings under review for possible upgrade are:

Corporate Express NV:

  -- Corporate Family Rating: Ba3
  -- Sr Sec Bank Credit Facility -Dom Curr: Ba2
  -- Bkd Subordinate -Dom Curr: B2

Buhrmann US Inc (now Corporate Express US Finance Inc.):

  -- Bkd Senior Subordinate: B2

Corporate Express NV headquartered in Amsterdam, The Netherlands,
is an international business-to-business services and distribution
group, supplying office products and graphics systems and related
services to the business market. The company reported net sales
revenue of EUR 5,631 million in the year to 31 December 2007.


CABLEVISION SYSTEMS: Settles Stock Option Grants Suits for $24.4MM
------------------------------------------------------------------
Cablevision Systems Corporation, on the determination of the
Special Litigation Committee, entered into a Stipulation and
Agreement of Settlement with the plaintiffs:

      -- the Teachers' Retirement System of Louisiana,
      -- Teamsters Local 456 Annuity Fund,
      -- Robert Greenbaum, and
      -- Toby Spitz

and most of the defendants of derivative lawsuits (and two
combined derivative and class action lawsuits) relating to
Cablevision's past stock option and stock appreciation rights
grants that were filed in state and U.S. Federal courts.  Upon the
Court's final approval, this Settlement Agreement will result in
the dismissal of all state and federal derivative claims against
the settling defendants.

On Aug. 8, 2006, Cablevision disclosed that, as a result of a
voluntary review, it had determined that the grant date and
exercise price assigned to a number of its stock options and SARs
during the 1997-2002 period did not correspond to the actual grant
date and the fair market value of Cablevision's common stock on
the actual grant date.  The Options Litigation followed that
announcement.  These lawsuits named Cablevision as a nominal
defendant and named as defendants, among others, certain present
and former members of the Cablevision board of directors and
certain present and former executive officers of Cablevision.

On Oct. 27, 2006, the board of directors of Cablevision appointed
Grover C. Brown and Zachary W. Carter as a newly formed Special
Litigation Committee of the Board to consider and determine
whether or not prosecution of the claims asserted in the Options
Litigation is in the best interest of Cablevision and its
shareholders and what action Cablevision should take with respect
to the claims, including, without limitation, whether to pursue
such claims, whether to seek an extrajudicial resolution of such
claims or whether to seek one or more orders from appropriate
courts to dismiss or stay the Options Litigation.

The Special Litigation Committee concluded that the Settlement
Agreement reached on June 4, 2008 is in the best interests of
Cablevision and its stockholders.  It is believed, by all parties
involved in the agreement, that this proposed settlement will
avoid the need for potentially costly and lengthy court
proceedings and will provide certainty and closure for Cablevision
and its shareholders on this matter.

Under the Settlement Agreement, the settling defendants will
provide to Cablevision aggregate consideration valued at
approximately $24.4 million, in the form of a combination of cash
payments, repricing the exercise price of outstanding options and
SARs, return of outstanding common stock, restricted stock units,
options and SARs (including rights to the $10 special dividend
paid by Cablevision in 2006), and surrender of potential
contractual claims.  This settlement consideration is being
provided solely to facilitate the settlement.  None of the current
and former officers, directors or other defendants who entered
into the Settlement Agreement has acknowledged any liability or
wrongdoing.  In addition, Cablevision's director and officer
liability insurer has agreed to contribute $10 million.  
Plaintiffs' counsel will seek an award of fees and expenses to be
paid out of the settlement proceeds in an amount not to exceed
$7.116 million.

As part of the Settlement Agreement, Cablevision will also adopt a
number of corporate governance changes relating to stock-based
compensation awards that are intended to supplement and further
enhance Cablevision's compensation procedures.  The company is
informed by the Special Litigation Committee that it has
confidence that these processes, as well as the current
executives, officers and directors charged with their execution,
are fully capable of ensuring compliance with all rules,
regulations and statutes relating to the grant of stock options.

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

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- is a cable operator in the United States that
operates cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.  
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the company provides telephone services and Internet access to the
business market.

At March 31, 2008, the company's consolidated balance sheet showed
$9.2 billion in total assets and $14.3 million in total
liabilities, resulting in a $5.1 billion total stockholders'
deficit.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 6, 2008,
Standard & Poor's Ratings Services affirmed all its ratings,
including its 'BB' corporate credit rating, on
based Cablevision Systems Corp., a major cable operator in the New
York City metropolitan area, and its subsidiaries.  The outlook is
negative.  Cablevision had about $11.6 billion of reported
consolidated debt outstanding on March 31, 2008.

As reported in the Troubled Company Reporter on June 2, 2008,
Moody's Investors Service assigned a B1 rating to the proposed new
$500 million of senior unsecured debt to be issued by Cablevision
Systems Corporation's subsidiary CSC Holdings, Inc.  Existing
ratings for the company and CSC were also affirmed.  The rating
outlook remains stable.



CA INC.: Moody's Gives Stable Rating After Restructuring
--------------------------------------------------------
Moody's Investors Service revised CA, Inc.'s outlook to stable
from negative and affirmed the Ba1 corporate family rating.  The
change in outlook reflects the continued improvement in
performance the company has demonstrated over the past several
quarters and the management team's success in restructuring the
business.

The results for the quarter and fiscal year ended March 31, 2008
indicate healthy growth in revenue and bookings.  While the
increases reflect the underlying strength in IT management
software markets (and improvements in the mainframe environment in
general), we believe it also indicates success from the
restructuring of CA's sales force.

The company continues to book restructuring charges but even after
those charges, operating income and free cash flow are increasing.  
While full year revenue growth of 8% (4% in constant currency) and
bookings growth of 15% included some modest impact from
acquisitions, growth in the March quarter over the prior year
periods can be viewed as substantially all organic.  Revenues grew
8% (2% in constant currency) and bookings grew 30% in the March
quarter over prior year periods. Bookings growth is an indicator
of sales force success and future growth as those revenues will be
recognized over a several year period.

These ratings were affirmed:

  -- Corporate family rating: Ba1

  -- Probability of default: Ba1

  -- $460 million Convertible Senior Notes due 2009: Ba1, LGD4
     (50%)

  -- $500 million Senior Notes due 2009: Ba1, LGD4 (50%)

  -- $500 million Senior Notes due 2014: Ba1, LGD4 (50%)

  -- Speculative grade liquidity rating: SGL-1

The Ba1 rating continues to reflect the company's leading
positions across multiple enterprise management software segments,
the overall strength and size of the company's customer base,
moderate credit metrics and strong free cash flow generation.  The
ratings are constrained by continued reliance on legacy mainframe
technology for a substantial percentage of total revenues,
competition from large, well-capitalized competitors, and limited
organic growth.

The ratings also reflect the company's history of share buyback
activity, which although manageable in the past fiscal year, have
in prior periods been at elevated levels.  In the past, the
company's ratings have also been constrained by governance and
financial control issues which management and the board have
worked to resolve.  The ratings or outlook could face upward
pressure if the company is able to demonstrate consistent organic
growth while maintaining conservative financial policies and
prudent financial controls and governance.

With approximately $4.3 billion in revenues for the twelve months
ended March 31, 2008, CA Inc., headquartered in Islandia, New
York, is a leading provider of information technology management
software, including enterprise systems management, security,
storage, and business services optimization technologies for
mainframe, Unix, and other operating platforms.


CAPITAL AUTO: S&P Assigns 'BB' Rating on $10.556MM Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Capital
Auto Receivables Asset Trust 2008-A's $2.101 billion class A, B,
C, and D asset-backed notes.  The notes are backed by a pool of
retail automobile lease contracts.
     
The rating is based on the sound legal structure and credit
enhancement available to the notes.  The credit enhancement
consists of subordination, a reserve account,
overcollateralization, and excess spread.
     
Principal on the notes will be paid sequentially.
   
   
                         Ratings Assigned
           Capital Auto Receivables Asset Trust 2008-A

     Class    Rating   Type        Interest Rate       Amount
     -----    ------   ----        -------------       ------
     A        AAA      Senior       Floating      $1,979,127,000
     B*       A        Subordinate  Fixed            $79,165,000
     C*       BBB      Subordinate  Fixed            $31,666,000
     D*       BB       Subordinate  Fixed            $10,556,000
   

* The class B, C, and D notes are being retained.


CHALLENGER ENERGY: Posts C$900,810 Net Loss in 2008 First Quarter
----------------------------------------------------------------
Challenger Energy Corp. reported a net loss of C$900,810 on total
revenue of C$103,012  for the first quarter ended March 31, 2008,
compared with a net loss of C$785,872 on total revenue of $126,301
in the same period last year.

Challenger's main source of revenue is interest revenue.  For the
period ended March 31, 2008, interest revenue was C$57,019, which
is a 42% decrease from the prior year's comparative period.  

Challenger's net production revenue from its 10% share in an
Innisfail well for the quarter ended March 31, 2008, was C$45,993,
an increase of 68% compared to the prior comparative period due to
the impact of increased average prices.

Stock based compensation in the three months ended March 31, 2008,
was C$588,614, which represents an increase of 13.8% over the
prior year's comparative period.  

Office and Administration expenses for the three months ended
March 31, 2008, was C$223,528, which represents an increase of
91%, over the prior year's comparative period due to company's
increased corporate activities and salaried personnel.  

Professional fees for the three months ended March 31, 2008, were
C$113,314, which represents an increase of 1% over the prior
year's comparative period.  

In the period ended March 31, 2008, a large part of the company's
accrued payables were due in U.S. dollars.  For the period ended
March 31, 2008, the company recorded an unrealized foreign
exchange loss of C$5,290 reflecting a decrease in value of the
Canadian dollar relative to the U.S. dollar.  

                          Balance Sheet

As at March 31, 2008, Challenger Energy was debt free, cash on
hand was C$13,600,000, and working capital was C$9,400,000.  As at
March 31, 2008, Challenger Energy has funded C$35,800,000 towards
its exploration activities in Trinidad and Tobago and has accrued
an additional C$4,200,000 in obligations on drilling and testing
work completed to March 31, 2008, on the Block 5(c) exploration
program.

At March 31, 2008, the company's consolidated balance sheet showed
C$55,100,00 million in total assets, C$4,400,000 in total
liabilities, and C$50,700,000 in total stockholders' equity.

              Going Concern and Economic Dependence

The company's ability to continue as a going concern is dependent
upon its ability to attain profitable operations and generate
funds therefrom, and to continue to obtain borrowings or
financings from third parties sufficient to meet current and
future obligations.

The company is in the exploration stage.  As at Dec. 31, 2007, the
company is in the process of exploring its oil and gas properties
in Trinidad and Tobago as well as Canada with its joint venture
partners (BG International Ltd. and Canadian Superior Energy Inc.)
and has not yet determined whether these properties contain
reserves that are economically recoverable.  

The company's ability to continue to participate in the
participation agreement with Canadian Superior, and any future
participation in the Canadian Superior Trinidad and Tobago Ltd.
participation agreement and the farm-out agreement with Canadian
Superior is entirely dependent on Canadian Superior's fulfilling
its obligations and meeting its terms of its contracts with the
respective governments.  

The company's contracts are with Canadian Superior and the
respective governments have no obligations to Challenger Energy
Corp.  During the year ended Dec. 31, 2007, substantially all of
the company's investing activities were in respect to Challenger
Energy Corp. paying 1/3 of the costs and expenses paid by Canadian
Superior relating to certain wells and the work program described
by the production-sharing contract between Canadian Superior and
the Government of Trinidad and Tobago.  

The recoverability of amounts shown for oil and gas properties are
dependent upon the discovery of economically recoverable reserves,
the ability of the company to obtain necessary financing to
complete the development, Canadian Superior fulfilling its
obligations and upon future profitable production or proceeds from
the disposition thereof.

                     About Challenger Energy

Based in Calgary, Alberta, Canada, Challenger Energy Corp. (TSXV:
CHQ)(AMEX: CHQ) -- http://www.challenger-energy.com/-- is an
oil and gas exploration company which is currently focusing on
"high impact" oil and gas plays offshore the Republic of Trinidad
and Tobago.


CLAREMORE HOUSING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Claremore Housing Associates, Ltd.
        1528 N. Broadway Ave.
        Shawnee, OK 74804

Bankruptcy Case No.: 08-11334

Type of Business: The Debtor is involved in the real estate
                  business.

Chapter 11 Petition Date: June 10, 2008

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Ryan J. Assink, Esq.
                  Email: rassink@riggsabney.com
                  Riggs, Abney, Neal, Turpen & Orbison
                  502 West 6th Street
                  Tulsa, OK 74119
                  Tel: (918) 587-3161

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


COMMUNICATION INTEL: Obtains $3.6 Million Financing from Phoenix
----------------------------------------------------------------
Communication Intelligence Corporation has closed a financing, on
June 5, 2008, led by Phoenix Venture Fund LLC, under which, the
company borrowed a total of $3,637,500 million from the investor,
which is a major shareholder of the company, and two individuals.

The company received net proceeds of $2,675,000 after financing
related expenses of $325,000 and refinancing $600,000 of debt
previously issued to the Additional Lenders, as well as an
additional $37,500 in accrued and unpaid interest on such $600,000
through May 31, 2008, at 15% per annum.  The loan, which is
secured by the assets of the company and its subsidiary, CIC
Acquisition Corp., bears interest at 8% per annum, payable
quarterly in arrears in cash or in kind at the company's option,
and matures June 5, 2010.

The company also issued to the Investor and the Additional Lenders
warrants to purchase 25,982,143 shares of the company's common
stock, which are exercisable at $0.14 per share at any time after
the company secures approval from its stockholders to increase the
number of authorized shares of common stock, until June 30, 2011.  
The approval is expected to be secured at the company's upcoming
annual meeting of stockholders to be held on June 30, 2008.

Contemporaneously with the closing of the Loan, the company also
issued 1,040,000 shares of Convertible Preferred Stock in exchange
for the cancellation of $995,000 of existing debt, as well as an
additional $45,000 in accrued and unpaid interest, held by several
lenders, including one of the Additional Lenders and several
entities related to that Additional Lender.

The cancelled debt was due in September and December of 2008 and
carried interest at the rate of 15% per annum.  The Preferred
Shares are entitled to an 8% dividend per annum, payable quarterly
in arrears in cash or in additional Preferred Shares at the
company's option and have a liquidation preference of $1.00 per
share over common stock.

The Preferred Shares are convertible into common stock at the
conversion price of $0.14 per share any time after the company
secures approval from its stockholders to increase the number of
authorized shares of common stock, which approval is expected to
be secured at the company's upcoming annual meeting of
stockholders, to be held on June 30, 2008.

If the company is unable to secure such approval, it will be an
event of default under the Loan, which would permit acceleration
of the Loan, and the company will be required to make a rescission
offer to the holders of the Preferred Shares who upon acceptance
of such offer, will receive a note identical to the original note
exchange for the Preferred Shares.

The company also entered into a Registration Rights Agreement
requiring it to register the common shares underlying the warrants
and Preferred Shares issued.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 26, 2008,
Denver-based GHP Horwath, P.C., expressed substantial doubt about
Communication Intelligence Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant recurring operating losses
and accumulated deficit.

Except for 2004, the company has incurred significant losses since
its inception and, at March 31, 2008, the company's accumulated
deficit was approximately $92,100,100.  At March 31, 2008, the
company had negative working capital of $1,759,000, including cash
and cash equivalents of $355,000.  

                  About Communication Intelligence

Headquartered in Redwood Shores, Calif., Communication
Intelligence Corp. (OTC BB: CICI) -- http://www.cic.com/--
is a supplier of electronic signature solutions for business
process automation within the Financial Services Industry.  CIC's
products enable companies to fully execute Business Process
Automation initiatives resulting in truly paperless workflow and
legally binding electronic transactions.

CIC sells directly to enterprises and through system integrators,
channel partners and OEMs.


DA VINCI SYNTHETIC: S&P Places 'BB+' Rating Under Neg CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
classes from the Da Vinci Synthetic PLC securitization on
CreditWatch with negative implications.
     
The CreditWatch placements primarily reflect the effects of a
slowing global economy, rapidly increasing fuel prices, a
deteriorating airline industry outlook, and market pressure on the
value of some of the aircraft in this transaction's collateral
pool.
     
Approximately 21% of the aircraft related to the Da Vinci
obligations are, in S&P's  opinion, currently under significant
market pressure.  These planes, particularly MD80s, 50-seat
regional jets, B737-300s, and B737-500s, are less fuel-efficient
than many other models, a disadvantage that the recent rapid surge
in jet fuel prices has magnified substantially.  In addition,
approximately 23% of the portfolio is exposed to the airlines that
Standard & Poor's has determined to have weakened financial and
liquidity outlooks, including several U.S. airlines with ratings
currently on CreditWatch with negative implications.  The
combination of rising fuel prices and other economic and
reference-portfolio-specific risks prompted S&P to review its  
ratings on the outstanding securities associated with this
transaction.
     
Within the next 90 days, Standard & Poor's will review the ratings
we placed on CreditWatch negative to determine to what extent, if
any, additional rating actions are warranted.


              Ratings Placed on Creditwatch Negative

                       Da Vinci Synthetic PLC

                                     Rating
                                     ------
              Class          To                  From
              -----          --                  ----
              A              A/Watch Neg         A
              B              BBB/Watch Neg       BBB
              C              BB+/Watch Neg       BB+


DEBT RESOLVE: Grants Harmonie Until June 20 to Invest $7 Million
----------------------------------------------------------------
Debt Resolve Inc. disclosed that, after receiving proof of funds,
the company granted Harmonie International LLC an extension until
June 20, 2008, to fulfill its commitment to invest $7,000,000 in
the company.

Harmonie International is a privately owned company participating
in investments in a number of industries including the purchase
and securitization of consumer and commercial debt.

On March 31, 2008, Debt Resolve entered into a Securities Purchase
Agreement with Harmonie International for the private placement of
2,966,102 shares of Debt Resolve's common stock, par value $.001
per share at a price of $2.36 per share, and a ten-year warrant to
purchase up to 3,707,627 shares of Common Stock, at an exercise
price of $2.36 per share, resulting in aggregate gross cash
proceeds to Debt Resolve of $7,000,000.

Harmonie International was introduced to Debt Resolve by The
Resolution Group Inc.  The private placement satisfied the
obligation of TRG as set forth in an agreement dated Dec. 4, 2007,
to provide at least $4.5 million in funding.

This and prior delays were caused by Harmonie's regulatory and
trading issues unrelated to Debt Resolve.  Harmonie has
reconfirmed its commitment to fund Debt Resolve.  The parties do
not expect any further delay in funding and this date is
considered to be a final date, with time being of the essence.

                          AMEX Delisting

Debt Resolve also disclosed that on June 4, the company received a
letter from the Amex advising of their intent to file a delisting
application with the Securities and Exchange Commission, due to
the deficiency of the company pursuant to Section 1003(a)(iv) of
the Amex company Guide caused by Harmonie's failure to fund by
May 30.

The company said it will appeal the Amex intent by requesting an
oral hearing and paying all required fees within the prescribed
time. At the hearing the company intends to seek an additional
extension of time to complete the Harmonie transaction.

The company may have additional rights to appeal to the Amex
Committee on Securities, the Amex board and the SEC.

"Harmonie International is a strategic investor that will provide
not only capital but also international finance and banking
expertise," Kenneth Montgomery, CEO of Debt Resolve, stated.  "We
are confident we will receive the Harmonie funding by June 20 and
be in full compliance with the AMEX listing requirements."

"We regret the unavoidable delays experienced in this transaction
and wish to express our full confidence in Debt Resolve and our
intention to fully fund," William E. Donahue, Jr., CEO of Harmonie
International LLC, stated.  "As international bankers we remain
convinced of Debt Resolve's value proposition. It offers the right
solution at the right time for both domestic and international
markets."

                     About Debt Resolve

Headquartered in White Plains, New York, Debt Resolve Inc. --
http://www.debtresolve.com/-- provides lenders, collection
agencies, debt buyers and utilities with a patented online bidding
system for the resolution and settlement of consumer debt and a
collections and skip tracing solution that is effective at every
stage of collection and recovery.  Through its subsidiary, DRV
Capital LLC, the company is actively engaged in the purchase and
collections of distressed accounts receivable using its own
collections solutions.  Through its subsidiary, First Performance
Corporation, the company is actively engaged in operating a
collection agency for the benefit of its clients, which include
banks, finance companies and purchasers of distressed accounts
receivable.

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Debt Resolve Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the year ended Dec. 31, 2007 and 2006.  The auditing firm
pointed to the company's significant losses since inception.

The company also stated that for the year ended Dec. 31, 2007, it
has inadequate revenues and incurred a net loss from continuing
operations of $12,143,832.  Cash used in operating and investing
activities for continuing operations was $7,517,851 for the year
ended Dec. 31, 2007.  The company also stated that it needs to
raise additional capital in order to accomplish its business plan
objectives.


EDUCATION RESOURCES: Committee Taps Posternak as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in The Education
Resources Institute Inc. seeks authority from the U.S. Bankruptcy
Court for the District of Massachusetts to retain David J. Reier
and the law firm of Posternak Blankstein & Lund LLP as its special
conflicts counsel.

Thomas M. Cambern, chairman of Creditors Committee, relates that
the Committee has sought the Court's authority to retain Duane
Morris LLP as its counsel.  However, he says, Duane Morris
represents, in certain unrelated matters, many of the creditors
in the Debtor's Chapter 11 case, and has previously rendered
certain legal services to certain creditors in connection with
the Debtor's bankruptcy case.  

As a consequence, Mr. Cambern anticipate that, from time to time,
conflicts may arise, which would preclude Duane Morris from
representing the Committee in certain very specific, well-defined
matters in the Debtor's case.

Mr. Cambern tells the Court that Posternak will represent the
Committee in matters identified by Duane Morris as potentially
presenting a conflict of interest for Duane Morris.

Posternak will be compensated for its services on an hourly basis
in accordance with its customary hourly "Default Business" rates:

     Professional                 Hourly Rates
     ------------                 ------------
     Partners                     $325 to $480
     Associates                   $220 to $260
     Paralegals                   $155 to $195

Mr. Reier, who will take the lead role as the Committee's special
conflicts counsel, will be paid $410 per hour.

David J. Reier, Esq., a member at Posternak, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).  He adds that Posternak has no connections with the
Debtor, any creditor, or other party-in-interest, their
respective attorneys and accountants, except:

   a. Mr. Reier and Posternak were given a written proxy and
      authorized as an attorney-in-fact to act on behalf of
      U.S. Bank, N.A., in connection with formation of the
      Committee and selection of Committee Counsel and a
      financial consultant.  Mr. Reier's activities were
      limited to those that occurred on April 30, 2008 when the
      Committee was formed and professionals engaged.

   b. Posternak has in the past represented Citizens Bank of
      Massachusetts, a closely related affiliate to RBS Citizens,
      N.A., in connection with certain loan transactions, all of
      which originated several years ago, and none of which has
      any connection with these proceedings or the  Debtor.
      Posternak has not performed any services for Citizens since
      approximately October 31, 2007, when Posternak last
      performed legal services for Citizens in connection with
      the final payoff of one loan.  Posternak is not presently
      engaged to perform any legal services for Citizens and has
      not been so engaged since on or about October 31, 2007.
      The total fees generated from services  performed for
      Citizens during 2007 comprised 0.1436%) of the total fees
      earned in 2007 for Posternak.

   c. Posternak has certain business banking relationships with
      Citizens and Bank of America, including maintaining
      checking, credit card and client trust funds accounts with
      the banks and a letter of credit relationship with BofA in
      connection with Posternak's obligations.

   d. Mr. Reier has a personal banking relationship with BofA
      and one or more employees or partners of Posternak may have
      personal banking relationships with certain banks that are
      creditors of the Debtor.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems        
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)       


EDUCATION RESOURCES: Panel Can Hire FTI as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors in The Education
Resources Institute Inc. obtained authority from the U.S.
Bankruptcy Court for the District of Massachusetts to retain FTI
Consulting Inc., as its financial advisors nunc pro tunc to the
Debtor's bankruptcy filing.

As financial advisor, FTI is expected to:

   a) assist the Committee in the review of financial-related
      disclosures required by the Court, including the Schedule
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

   b) assist with a review of the Debtor's restricted and
      unrestricted pledge accounts and related cash management
      procedures;

   c) assist with a review of any proposed key employee
      retention and other critical employee benefit programs;

   d) assist and advise the Committee with respect to the
      Debtor's identification of core business assets and the
      disposition of assets or liquidation of unprofitable
      operations;

   e) assist with a review of the Debtor's performance of
      cost and benefit evaluations with respect to the affirmation
      or rejection of various executory contracts and leases;

   f) assist regarding the review of operations and
      identification of areas of potential cost savings,
      including overhead and operating expense reductions and
      efficiency improvements;

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

   (h attend at meetings and assist in discussions with the
      Debtor, potential investors, banks, other secured lenders,
      the Committee and any other official committees organized
      in the Debtor's Chapter 11 proceeding, the U.S. Trustee,
      other parties-in-interest and their professionals;

   i) assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan of
      reorganization in the Debtor's Chapter 11 case;

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

   k) provide litigation advisory services with respect to
      accounting and tax matters, along with expert witness
      testimony on case-related issues as required by the
      Committee; and

   l) render other general business consulting or other
      assistance as the Committee or its counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in the Debtor's bankruptcy case.

The Committee has submitted an amended and supplemental
application to retain FTI Consulting.

Proposed counsel to the committee, Jeffrey D. Stenklar, Esq., at
Duane Morris LLP, in Boston, Massachusetts, says FTI has informed
the Committee that it inadvertently misstated the customary
hourly charges by the professionals anticipated to be assigned to
the Debtor's Chapter 11 case.

The amended and supplemental retention application provide these
correct hourly rates of the FTI professionals:

   Professional                  Hourly Rates
   ------------                  ------------
   Senior Managing Directors     $650 to $715
   Managing Directors            $575 to $620
   Directors                     $475 to $560
   Senior Consultants            $350 to $440
   Consultants                   $235 to $320
   Project Assistants            $100 to $190

             About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems        
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)       


ENVIROKARE TECH: March 31 Balance Sheet Upside-Down by $4,214,456
-----------------------------------------------------------------
Envirokare Tech Inc.'s consolidated balance sheet at March 31,
2008, showe $13,389,754 in total assets, $15,424,632 in total
liabilities, and $2,179,577 in minority interest in subsidiary,
resulting in a $4,214,456 total stockholders' deficit.

The company reported a net loss of $1,068,569 on revenues of
$362,437 for the first quarter ended March 31, 2008, compared with
a net loss of $662,318 on revenues of $33,709 in the same period
last year.

The significant increase in revenues was due to full-time
operations conducted at LRM Industries LLC during the three months
ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,784,038 in total current assets
available to pay $8,180,418 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?2de7

                       Going Concern Doubt

PBM Helin Donovan, LLP, in Spokane, Washington, expressed
substantial doubt about Envirokare Tech Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm pointed to the company's significant operating
losses.

                      About Envirokare Tech

Headquartered in New York, Envirokare Tech Inc. (OTC BB: ENVK)  
-- http://www.envirokare.com/-- is engaged in the application  
design, development and manufacturing, utilizing proprietary
thermoplastic composite technologies including TPF Thermoplastic
Flowforming(TM)™ technology.  The company's TPF Thermoplastic
Flowforming(TM)business is being conducted through its position
and interest in LRM Industries LLC.


EPICEPT CORP: Financial Uncertainty Spurs OMX's Observation Notice
------------------------------------------------------------------
EpiCept Corp. received a letter from the OMX Nordic Exchange
Stockholm stating that OMX has decided to move the company to its
observation segment, due to the fact that OMX believes there is
adverse uncertainty regarding the company's financial situation.  
OMX rules state that a listed company will be placed on the
observation segment if there is a material adverse uncertainty in
respect of the company's financial position.  The shares were
transferred on June 2, 2008.

Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) --
http://www.epicept.com/-- is a specialty pharmaceutical company    
focused on the development of pharmaceutical products for the
treatment of cancer and pain. The company has a portfolio of five
product candidates in active stages of development. It includes an
oncology product candidate submitted for European registration,
two oncology compounds, a pain product candidate for the treatment
of peripheral neuropathies and another pain product candidate for
the treatment of acute back pain. The two wholly owned
subsidiaries of the company are Maxim, based in San Diego,
California, and EpiCept GmbH, based in Munich, Germany, which are
engaged in research and development activities.

EpiCept Corp.'s consolidated balance sheet at March 31, 2008,
showed a stockholders' deficit of $15,570,000, compared to a
deficit of $14.1 million at Dec. 31, 2007.

                           *     *     *

The Troubled Company Reporter reported on May 16, 2008, that
EpiCept Corp. was notified by the Nasdaq Listing Qualifications
Department that the Company has not regained compliance with the
continued listing requirements of The Nasdaq Capital Market
because the market value of the company's listed securities fell
below $35,000,000 for 10 consecutive trading days (pursuant to
Rule 4310(c)(3)(B) of the Nasdaq Marketplace Rules). As a result,
its securities are subject to delisting from The Nasdaq Capital
Market.

                        Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, New Jersey, expressed
substantial doubt about EpiCept Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
stockholders' deficit.

The company disclosed in its Form 10-Q for the first quarter ended
March 31, 2008, that to date it has not generated any meaningful
revenues from the sale of products and may not generate any such
revenues for a number of years, if at all.  As a result, the
company has an accumulated deficit of $176,926,000 as of March 31,
2008, and may incur operating losses for a number of years.


ESMARK INC: Adopts Stockholders Rights Deal to Ward Hostile Buyout
------------------------------------------------------------------
Esmark Incorporated adopted a poison pill with a 15% trigger as
the steelmaker considers takeover offers from OAO Severstal and  
Essar Steel Holdings Ltd., The Wall Street Journal reports.

WSJ cites chairman and CEO James P. Bouchard as saying: "we
believe the adoption of the stockholders rights agreement will
level the playing field among bidders and help maximize
shareholder value as we move forward with the current process to
sell the company."

WSJ relates that the shareholder-rights efforts, which have been
waning in recent years, are intended to block hostile takeovers.

The poison pill would take effect when a shareholder acquires more
than 15% of the company's common stock, WSJ reports. The plan,
according to WSJ, does not apply to a purchase offer by Esmark's
labor union, the United Steelworkers.

On June 12, Esmark's board called OAO Severstal's unsolicited
$17-a-share offer for the company inadequate in light of fellow
suitor Essar Steel Holding Ltd.'s intention to raise its offer to
$19 a share.

In a press statement, Esmark's board of directors recommended that
stockholders not tender any shares to OAO Severstal's unsolicited
conditional tender offer.

The board, with the assistance of its financial and legal
advisors, reviewed the offer and determined that the $17 per share
cash offer is inadequate in a number of respects, uncertain with
respect to its ability to close, and contrary to the best
interests of Esmark's stockholders.

The board's recommendation was based upon a number of factors
including the statement by Essar Steel Holding Limited that it
will increase its purchase price to $19 per share upon
execution of a proposed merger agreement with Esmark.

The basis for the board's decision was set forth in Esmark's
Solicitation/Recommendation Statement on Schedule 14D-9.  A copy
is available for free at http://ResearchArchives.com/t/s?2dfe

The board urged all company stockholders to read the Schedule
14D-9 carefully so that they will be fully informed before making
a decision.
     
"We have embarked upon a process to provide maximum value to our
stockholders with the added benefit of providing what is best for
our employees, well as the communities in which the Esmark
companies are located," Mr. Bouchard stated.  "We continue to
invite bidders, including Severstal, to provide a superior
proposal to that of Essar."

"To date, Essar has stepped up to the plate for our stockholders -
first in providing financing to the company at a critical time and
now by disclosing that it will increase its offer to $19 per
share," Mr. Bouchard added.  "In addition, Essar has committed to
provide over $500 million of capital investment in the Ohio
Valley."

According to WSJ, Esmark's shares closed on June 13 at $19.99,
down 32 cents, or 1.6%, which rose 1 cent in after-hours trading.

                    About Esmark Incorporated

Based in Wheeling, West Virginia, Esmark Inc. (NASDAQ:ESMK) --
http://www.esmark.com-- fka 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.


ESMARK INC: Posts $15.8 Million Net Loss in 2008 First Quarter
--------------------------------------------------------------
Esmark Incorporated reported ON Monday its financial results for
the first quarter ended March 31, 2008, which consist of the
results of both Esmark Steel Service Group Inc. (ESSG), and the
results of Wheeling-Pittsburgh Corporation (Wheeling-Pittsburgh)
as a result of the merger on Nov. 27, 2007.  

For the first quarter of 2008, the company reported a net loss of
$15.8 million.  This compares to a net loss of $0.16  million for
first quarter of 2007.  Consolidated EBITDA for the first quarter
of 2008 was $11.4 million versus $3.5 million for the first
quarter of 2007.

Net sales for the first quarter of 2008 totaled $600.1 million on
shipments of 789,164 tons.  This compares with net sales of
$163.0 million on 191,099 tons sold in the first quarter of 2007.
The average selling price per ton in the first quarter of 2008 was
$760 as compared to $853 for the first quarter of 2007.

Cost of sales for the first quarter of 2008 amounted to
$553.4 million.  The average cost per ton sold in the first
quarter of 2008 was $701.  Comparisons to prior quarter results
are not meaningful due to the acquisition of Wheeling-Pittsburgh.

Esmark chairman and chief executive officer, James P. Bouchard,
stated that "As projected in our earnings call comments on
April 30, I am pleased to report positive EBITDA for the first
quarter, our first full quarter as a merged entity, evidencing the
progress made by our management team and our entire workforce.  As
expected, both ESSG and Wheeling-Pittsburgh contributed positively
to this result.  Finally, we take great satisfaction from the
denial by the West Virginia Supreme Court of Massey's appeal of
the July 2007 Brooke County Circuit Court verdict, validating the
position which Wheeling-Pittsburgh has taken from the outset."

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$1.6 billion in total assets, $1.0 billion in total liabilities,
$649,000 in minority interest, and $626.5 million in total
stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $659.7 million in total current
assets available to pay $763.4 million 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?2de0

                       Going Concern Doubt

Deloitte & Touche LLP, in Pittsburgh, Pa., expressed substantial
doubt about Esmark 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 been unable to refinance its debt on a long-term
basis.

The company's current revolving credit facilities are due and
payable no later than Sept. 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.

At March 31, 2008, the company had total long-term debt
outstanding of $189.1 million including $161.2 million that is due
in one year.  Due to the existence of certain cross-default and
cross-acceleration provisions, long-term debt otherwise due and
payable beyond one year in the amount $64.45 million has been
reclassified as a short-term obligation as of March 31, 2008.

                    About Esmark Incorporated

Headquartered in Wheeling, W. Va., Esmark Incorporated (Nasdaq:
ESMK) -- http://www.esmark.com/-- owns 100% of the outstanding  
common stock of its two operating subsidiaries, Wheeling-
Pittsburgh and ESSG.  The company is a vertically integrated steel
producer and distributor, combining steel production capabilities
through both blast furnace and electric arc furnace technologies
with the just-in-time delivery of value-added steel products to a
broad customer base concentrated in the Ohio Valley and Midwest
regions.  


EXPEDIA INC: Mulls Offering $500MM of Senior Unsecured Notes
------------------------------------------------------------
Expedia Inc. plans to privately offer $500 million of senior
unsecured notes guaranteed by certain of its subsidiaries.  The
Notes are expected to have a maturity of eight years, and the
timing of the closing of the offering will be subject to market
conditions.

Expedia Inc. plans to use the net proceeds of the offering for
general corporate purposes and to repay borrowings of $330 million  
outstanding under its credit facility.

Based in Bellevue, Washington, Expedia Inc. (NASDAQ: EXPE) --
http://www.expediainc.com/-- is an online travel company.
Expedia's companies operate internationally with sites in
Australia, Canada, France, Germany, Italy, Japan, the Netherlands,
Norway, Spain, Sweden, the United Kingdom and China, through its
investment in eLong (TM).


EXPEDIA INC: S&P Rates Proposed $500 Million Senior Notes 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' rating to
Expedia Inc.'s proposed $500 million senior notes due 2016.  The
company expects to use proceeds to pay off the current balance on
the company's $1 billion unsecured revolving credit facility and
for general corporate purposes.  The notes will be senior
unsecured obligations of the company and will rank pari passu with
all present and future senior indebtness.  The 'BB' corporate
credit rating on Expedia is affirmed.
     
At the same time, S&P assigned a '3' recovery rating to the
proposed senior notes, indicating our expectation of meaningful
(50% to 70%) recovery in the event of a payment default.  
     
The rating on Expedia Inc. reflects the intense competitiveness of
the online travel agency market, shifting supplier dynamics, and a
tolerance for potentially high debt leverage to accommodate
returns to shareholders.  Expedia's leading market share, broad
portfolio of brands and services, and good discretionary cash flow
generation partially offset these factors.
     
Expedia offers, on a stand-alone or packaged basis, travel
products and services provided by airlines, lodging properties,
car rental companies, cruise lines, and others.  The company's
portfolio of brands includes Expedia, Hotels.com, Hotwire.com,
Classic Vacations, eLong, and TripAdvisors.  Total debt
outstanding as of March 31, 2008, was $740 million.
     
Expedia had a good first quarter with revenue up 25% year-over-
year propelled by increased worldwide merchant hotel revenue and
advertising and media revenue.  The European market is still the
largest contributor to growth with a gross bookings increase of
34% in the first quarter of 2008.  North America gross bookings
increased 15%.  The EBITDA margin compressed a little bit during
the quarter because of higher sales and marketing expenses.  The
second half of 2008 could be somewhat challenging for the entire
travel sector with the global economy showing signs of a slowdown.  
However, with Expedia's strong brands, diverse product offering,
and still modest debt leverage, the company is in a good position
to deal with the uncertainty.

Ratings List
Ratings Affirmed

Expedia Inc.
Corporate Credit Rating                          BB/Stable/--       
Senior Unsecured
  Local Currency                                  BB                 
  Recovery Rating                                 3                  

New Rating
Expedia Inc.
$500 million senior unsecured notes due 2016     BB
  Recovery Rating                                 3     


EXPEDIA INC.: Moody's Puts Ba2 Rating on $500 Million Senior Notes
------------------------------------------------------------------
Moody's Investors Service affirmed Expedia, Inc.'s Ba2 corporate
family rating and assigned a Ba2 rating to the company's new
$500 million senior notes due 2016.  The rating outlook for
Expedia has been revised to stable from negative based on the
company's demonstrated ability to generate high levels of
sustained free cash flow and Moody's view that the current Ba2
rating can accommodate modest-sized acquisition activity and
shareholder friendly actions.

Expedia's Ba2 CFR is supported by the company's leading position
in the consumer online travel agency market and strong cash flow
(for the twelve months ended March 31, 2008, EBITDA and free cash
flow on a Moody's adjusted basis were $808 million and
$636 million, respectively).  The rating is constrained by
aggressive financial policies with regard to share repurchases,
exposure to ongoing competition from supplier-owned and other
third party online travel sites, and the concentrated voting
control of Barry Diller and Liberty Media.

The stable outlook reflects the company's strong operating
performance amidst the current economic slowdown in the U.S.  For
the twelve months ended March 31, 2008, revenues increased by over
20% year-over-year to $2.8 billion.  While Moody's expects air and
hotel bookings to come under pressure during the remainder of 2008
as a result of increased airfares (driven by rising fuel prices
and airline capacity reductions) and declining hotel rates,
Moody's believe Expedia will still generate at least $500 million
in free cash flow for the year, which would comfortably position
the company at the Ba2 rating level.

Furthermore, given the current credit climate, Moody's believe
that event risk arising from significant acquisition activity and
additional shareholder friendly actions will be limited in the
near to intermediate term.  Accordingly, Moody's expect leverage
to remain well below the 2.5x threshold that could trigger
downward rating pressure.

The Speculative Grade Liquidity Rating has been upgraded to SGL-1
from SGL-2 due to the company's robust free cash flow and ample
cash balance (approximately $700 million at March 31, 2008).  In
addition, the company has sufficient external liquidity sources
available in the form of its $1 billion revolving credit facility
that expires in August 2010.  Subsequent to the bond offering, the
company will repay the amount drawn on its revolver ($330 million
currently outstanding), which would make the full $1 billion
available.

Ratings affirmed:

  -- Corporate family rating Ba2;
  -- Probability-of-default rating Ba2;
  -- $500 million senior unsecured notes, due August 2018 Ba2
     (LGD 4, 51%)

Rating assigned:

  -- $500 million senior unsecured notes due 2016 Ba2 (LGD 4, 51%)

Rating upgraded:

  -- Speculative Grade Liquidity Rating to SGL-1 from SGL-2

Headquartered in Bellevue, Washington, Expedia, Inc. is a leading
online travel services provider.


FORD MOTOR: Sells Atlanta Assembly Plant to Jacoby Development
--------------------------------------------------------------
Ford Motor Company disclosed the sale of its Atlanta Assembly
Plant in Hapeville, Georgia, to Jacoby Development Inc.

Jacoby will redevelop the 122-acre site adjacent to Hartsfield-
Jackson Atlanta International Airport into an "aerotropolis" – an
aviation-intensive business district that is expected to include
office, retail, restaurant, hotel and airport parking.

Ford worked with the city of Hapeville, Hartsfield-Jackson Atlanta
International Airport and the Federal Aviation Administration to
ensure the best use of the site.  Ford did not disclose terms of
the sale.

"This is a unique property with great development potential," Jay
Gardner, director, Real Estate, Ford Land, said.  "We are
delighted we were able to engage all of the stakeholders -– the
cities, counties, airport and FAA –- and select a buyer able to
deliver a viable and exciting development.  We are confident
Jacoby's project will serve the community well."

"Just as the Ford assembly plant has been an economic engine for
the region for more than half a century, this redevelopment will
build on the powerful economic engine that is Hartsfield-Jackson
Atlanta International Airport," Jim Jacoby, Chairman and CEO of
Jacoby Development Inc. added.

The redevelopment of the Atlanta Assembly Plant site will likely
have a global focus to capitalize on the airport's future
international terminal.

Jacoby's experience redeveloping large brownfield sites, including
their mixed-use Atlantic Station development in Midtown Atlanta,
was an important consideration for Ford.

"We are pleased that the redevelopment of the Ford assembly plant
site will serve as the touchstone for the Southside that Atlantic
Station has been for Midtown," Hapeville Mayor Alan Hallman said.  
"The new development will bring thousands of jobs to our
community."

Atlanta Assembly opened in 1947 and built a variety of historical
models including the Ford Fairlane, Fairmont, Falcon, Galaxie,
Grananda, LTD, Rachero, Torino, Thunderbird, Marquis, Sable and
Taurus.  It closed in October 2006.

                    About Ford Motor Company

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

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

                          *     *     *

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

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

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


FORD MOTOR: Tracinda Corp. Reports Final Results of Tender Offer
----------------------------------------------------------------
Tracinda Corporation disclosed the final results of its cash
tender offer for up to 20,000,000 shares of Ford Motor Company
common stock, which expired at 5:00 p.m., New York City time, on
Monday, June 9, 2008.

Based on the final tabulation by Mellon Investor Services LLC, the
depositary for the tender offer, 826,223,862 shares of Ford's
common stock were properly tendered and not withdrawn in the
tender offer, resulting in a proration factor of approximately
2.42%.  Tracinda will purchase 20,000,000 shares of Ford's common
stock in the tender offer at a purchase price of $8.50 per share,
for a total purchase price of $170,000,000.  Mellon Investor
Services LLC will promptly issue payment for the shares validly
tendered and accepted for payment and will return all other shares
tendered.

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

                 Trancinda Owner To Meet Ford Execs

Kirk Kerkorian, Trancinda Corp.'s owner, is set to meet executive
chairman William C. Ford Jr. and CEO Alan Mulally, this week,
indicating that the major shareholder stands by the management and
its turnaround strategy, The New York Times, citing sources
familiar with the matter, reports.

                        About Ford Motor

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

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

                          *     *     *

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

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

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.


FORD MOTOR: Sells Mo. Assembly Plant to Panattoni Development
-------------------------------------------------------------
Ford Motor Company sold its St. Louis Assembly Plant in Hazelwood,
Missouri, to Panattoni Development Company, Inc.

Panattoni plans to demolish the existing structure and add new
buildings totaling approximately 2.6 million square feet of
warehouse, distribution and light industrial space on the 155-acre
site.

Panattoni is a commercial real estate development company based in
Sacramento, California, specializing in industrial, office and
retail projects.  In the past three years the company has
developed more 2.8 million square feet with a total value in
excess of $135 million in St. Louis.

Ford worked closely with the city of Hazelwood and the state of
Missouri to find a buyer who would develop the site in a way that
benefits the community.  Ford did not disclose the terms of the
sale.

"We are pleased that the sale of the property to Panattoni will
result in a new development that will serve the community and
preserve a positive legacy for Ford Motor Company," Jay Gardner,
director, Real Estate Services, Ford Land, said.

"This is a unique site, and we are delighted to be involved in its
redevelopment," Mark Branstetter, senior vice president for
Panattoni, said.  "Through a shared vision and strong cooperation
by all parties we were able to accomplish this acquisition.  We
are very excited to be building again in the City of Hazelwood."

Hazelwood Mayor T.R. Carr was pleased that Panattoni will
spearhead the redevelopment of the property.

"When discussing the future of the site with Ford last year, I
expressed my vision to see the building demolished and the area
restored so that it would once again be an employment and business
center," Mr. Carr said.  "Ford accepted that vision and with the
sale to Panattoni, new career opportunities will be made available
and Hazelwood will remain a strong, viable community. We are proud
to welcome Panattoni to Hazelwood."

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

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

                          *     *     *

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

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

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.


FREEDOM COMMUNICATIONS: Moody's Cuts Ratings on Liquidity Concerns
------------------------------------------------------------------
Moody's Investors Service downgraded Freedom Communications,
Inc.'s Corporate Family and senior secured bank debt ratings to B2
from Ba3, largely in response to concerns regarding the
sufficiency of the company's liquidity to accommodate near-term
scheduled amortization requirements and remain in compliance under
financial maintenance covenants following continued weakness in
operating performance.  This concludes the review for possible
downgrade, which was initiated by Moody's in April 2008.  The
rating outlook is negative.

Details of the rating actions are:

Ratings downgraded:

  -- $300 million senior secured revolving credit facility due    
     2011 -- to B2, LGD3, 32% from Ba3, LGD3, 31%

  -- $319 million senior secured term loan A due 2011 - to B2,  
     LGD3, 32% from Ba3, LGD3, 31%

  -- $300 million senior secured term loan A-1 due 2012 - to B2,  
     LGD3, 32% from Ba3, LGD3, 31%

  -- Corporate Family rating -- to B2 from Ba3
  -- Probability of Default rating -- to B3 from B1

The rating outlook is negative.

The downgrade of the Corporate Family rating to B2 largely
reflects Moody's concern that the company's weakening free cash
flow and strained liquidity may be insufficient to accommodate the
ongoing amortization requirements of its term loan, absent an
amendment.  In addition, Moody's considers that the company's
liquidity position is exacerbated by potential non-compliance with
the financial leverage maintenance covenant thereunder over the
next year, particularly if operations weaken further.

The B2 rating reflects Freedom's high leverage, the cyclical and
secular pressure faced by its newspaper publishing business, the
company's reliance upon newspaper publishing for around 80% of
sales, its vulnerability to hard-hit sub prime markets, including
California, Florida and Arizona for over 50% of its revenues and
its dependence upon Orange County, California for over a third of
its revenue base.  Ratings are supported by the strong market
position of many of its media properties, including its flagship
title -- The Orange County Register, the substantial contribution
of non-publishing operations to its revenue base, and the
perceived value of its media properties.

The negative outlook incorporates the likelihood that Freedom will
continue to suffer top line pressure resulting from soft spending
on print advertising, which in turn will further constrain its
cash flow generation and its ability to reduce debt, resulting in
covenant and liquidity tightness, particularly in light of growing
requisite term loan amortization payments as scheduled.  In
addition, the negative outlook expresses the overhang on Freedom's
liquidity of the potential need to satisfy a put by financial
sponsors (owning 45% of Freedom's stock) starting as early as May
2009 (with a two year settlement period).

Freedom has disclosed that during the first quarter of 2008 total
sales declined by 8% over the prior year period, representing a
worsening of the 6% sales decline experienced during fiscal 2007.  
If this trend continues unabated, Moody's considers that Freedom
could fail to meet the 5.0 times maximum permitted debt-to-EBITDA
test required by its loan agreement, absent lender consent,
representing a higher probability of default relative to former
expectations.  Moody's expects that Freedom's lenders would be
receptive to an amendment of Freedom's credit agreement,
nonetheless, to reset covenants and provide amortization relief if
necessary, albeit at a potentially high cost.

Accordingly, while Moody's considers that the risk of technical
covenant default is high, the probability of payment default is
still comparatively modest, consistent with the B3 probability of
default rating (assuming an amendment is obtained).  The family
recovery value in a default scenario is still deemed to be above
average, based in part on the high value afforded by a recent
independent appraisal of the company's assets.

Freedom Communications is a newspaper and television broadcasting
operator based in Irvine, California.  The company recorded total
revenues of $826 million for the LTM period ended March 31, 2008.


FRENCHMAN HILLS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Frenchman Hills Winery, LLC
        17803 Road 12 Southwest
        Royal City, WA 99357
        Tel: (509) 346-2280

Bankruptcy Case No.: 08-02313

Type of Business: The Debtor produces wine products.

Chapter 11 Petition Date: June 12, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Roger W. Bailey, Esq.
                  (rbailey@cbblawfirm.com)
                  Carlson Boyd & Bailey PLLC
                  230 South 2nd Street, Suite 202
                  Yakima, WA 98901
                  Tel: (509) 834-6611
                  Fax: (509) 834-6610

Estimated Assets: $1 million to $10 million

Total Debts: $1,359,025

Debtor's list of its 20 largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
PDJ Consulting LLC                        $1,000,000
c/o Ken Chadwick
56 C Street North
Ephrata, WA 98823

WA State Liquor Control Board                $93,000
P.O. Box 43075
3000 Pacific Avenue Southeast
Olympia, WA 98504

J. Michael Lovejoy                           $74,098
10734 Lake City Way Northeast
Seattle, WA 98125

Velikanje Halverson P.C.                     $29,663

Albert Coke Roth, III, Esq.                  $26,863

Amerigas - Othello                           $26,741

AFC Heating Inc.                             $18,312

Basin Asphalt Company                        $13,205

Scott Laboratories                           $12,280

Carlsen and Associates                       $12,275

Hayes Excavating                             $12,111

Legacy Construction Group Inc.                $8,901

Agspire Management Inc.                       $5,000

Action Collectors Inc.                        $4,836

Moses Lake Auto Wrecking Inc.                 $4,506

Lad Irrigation Co., Inc.                      $4,312

Lafitte Cork & Capsule Inc.                   $4,167

Chet's Honda/Polaris                          $3,119

Ferm-Rite Inc.                                $1,386

Central Bonded Collectors                     $1,313


FUSION TELECOM: Posts $2,362,989 Net Loss in 2008 First Quarter
---------------------------------------------------------------
Fusion Telecommunications International Inc. reported a net loss
of $2,362,989 on revenues of $11,529,817 for the first quarter
ended March 31, 2008, compared with a net loss of $2,829,021 on
revenues of $13,205,954 in the same period last year.

The decline in revenues primarily reflects a decrease in Voice to
Carriers revenues as a result of a decrease in the blended rate
per minute.  

The primary factor contributing to the decrease in net loss was
the gain on the extinguishment of debt of $634,991 during the
three months ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$16,444,578 in total assets, $10,210,975 in total liabilties, and
$6,233,603 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $4,889,286 in total current assets
available to pay $9,373,498 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?2deb

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 22, 2008,
Rothstein, Kass & Company P.C., in Roseland, N.J., expressed
substantial doubt about Fusion Telecommunications 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 has had negative working capital balances, incurred
negative cash flows from operations and net losses since inception
and has limited capital to fund future operations.

                 About Fusion Telecommunications

Headquartered in New York, Fusion Telecommunications International
Inc. (AMEX: FSN) -- http://www.fusiontel.com/-- provides its  
Efonica branded VoIP, Internet access, and other Internet services
to, from, in, and between Asia, the Middle East, Africa, Latin
America and the Caribbean. The company provides services to
consumers, corporations, and communications carriers worldwide.


GENERAL MOTORS: CAW Obeys Court, To End Oshawa Blockade Today
-------------------------------------------------------------
The Canadian Auto Workers union will end its blockade of General
Motors Corp.'s headquarters in Oshawa, Ontario, today, 7 a.m.
E.T., complying with an order issued by the Ontario Superior
Court, The Associated Press reports.  However, CAW Local 222
President Chris Buckley says the battle is "far from over" and
people should "stay tuned" for more union actions.

According to a press release from CAW, hundreds of its members and
community allies rallied at GM's Oshawa headquarters on June 8 in
a show of support for the union's ongoing effort to save the GM
truck plant.

Thousands of protestors joined in the blockade since the company
announced it will close the 43-year old truck plant in 2009.  The
announcement came just two weeks after the union had negotiated
product and job commitments with the company for this location.

CAW National President Buzz Hargrove referred to GM's decision to
close the plant a "despicable act" that undermines the entire
collective agreement process.

"In all my years of bargaining, I have never seen something like
this happen," Mr. Hargrove said.  "General Motors doesn’t have the
right to do what they’ve done."

Mr. Hargrove blamed the ongoing job loss witnessed in the auto and
manufacturing sectors on federal government inaction to address
issues such as the high dollar, skyrocketing oil prices and unfair
trade.

Mr. Hargrove also pointed to the North American AutoPact as an
example of a successful managed trade arrangement that ensured
every imported vehicle sold in Canada was met with an equal value
of domestic investment.  The AutoPact was struck down by the World
Trade Organization in 2001.

Mr. Hargrove urged the federal government to adopt a resolution in
the House of Commons calling for similar AutoPact provisions for
light-duty trucks sold in Canada, in an effort to keep the Oshawa
truck plant running.

Prior to the afternoon rally and barbeque, Canadian Labour
Congress President Ken Georgetti visited the blockade and pledged
the support of 3.2 million CLC members from across Canada.  A
similar show of solidarity was made by International Metalworkers
Federation General Secretary Marcello Malentacchi on behalf of 120
million metalworkers worldwide.

                            About GM

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

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

                          *     *     *

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B/Negative/B-3) are not immediately affected
by the company's announcement that it will cease production at
four North American truck plants over the next two years.  These
closures are in response to the re-energized shift in consumer
demand away from light trucks.  GM previously said only one shift
was being eliminated at each of the four truck plants.  Production
is being increased at plants producing small and midsize cars, but
the cash contribution margin from these smaller vehicles is far
less than that of light trucks.


GENITOPE CORP: Receives Nasdaq Stock Listing Non-compliance Notice
------------------------------------------------------------------
Genitope Corporation disclosed that on June 4, 2008, it received a
staff deficiency letter from The Nasdaq Stock Market, indicating
that, for the last 30 consecutive trading days, Genitope's common
stock has not maintained a minimum market value of publicly held
shares of $5,000,000 as required for continued inclusion on The
Nasdaq Global Market under Marketplace Rule 4450(a)(2).

In accordance with Marketplace Rule 4450(e)(1), Genitope was given
90 calendar days, or until September 3, 2008, to regain compliance
with the Rule. The letter also indicated that, if, at any time
before September 3, 2008, the market value of the publicly held
shares of Genitope's common stock is $5,000,000 or greater for a
minimum of 10 consecutive trading days, Nasdaq will provide
written notification that the Company complies with the Rule.

The letter further indicated that, if Genitope does not regain
compliance by September 3, 2008, Nasdaq will provide written
notification that Genitope's common stock will be delisted, after
which Genitope may appeal the staff determination to the Nasdaq
Listing Qualifications Panel. In addition, Genitope may be
delisted during the 90-day period for failure to maintain
compliance with any of the other Nasdaq listing requirements for
which it is currently on notice.

There can be no assurance that Genitope will satisfy Nasdaq's
conditions for continued listing, that Genitope will appeal or
request a hearing for a stay of delisting or that, if requested,
they would be successful or that Genitope's common stock will
remain listed on The Nasdaq Global Market or will be listed on
another exchange or traded in another market.

               Lease Agreements Discussions

As reported by the Troubled Company Reporter on June 5, Genitope,
a development-stage enterprise, said in a regulatory filing with
the Securities and Exchange Commission it is in initial settlement
discussions with its landlord to reach a settlement in connection
with its remaining obligations under its lease agreements outside
the protection of federal bankruptcy laws.

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

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

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

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

              About Genitope Corporation

Based in Fremont, Calif., Genitope Corporation --
http://www.genitope.com-- is a biotechnology company focused on  
the research and development of novel immunotherapies for the
treatment of cancer. Until Genitope recently suspended its
development, its lead product candidate was MyVax personalized
immunotherapy, a patient-specific active immunotherapy that is
based on the unique genetic makeup of a patient's tumor and is
designed to activate the patient's immune system to identify and
attack cancer cells. Genitope is also developing a monoclonal
antibody panel that it believes will potentially represent a
novel, personalized approach for treating NHL.


GREEKTOWN CASINO: Final Hearing on DIP Financing Set on June 23
---------------------------------------------------------------
The Honorable Walter Shapero of the U.S. Bankruptcy Court for the
Eastern District of Michigan will convene a final hearing on June
23, 2008, to consider Greektown Casino LLC and its debtor-
affiliates' request for a postpetition financing.

As reported in the Troubled Company Reporter on June 6, 2008,
Judge Shapero allowed the Debtors to access up to $51,000,000 from
the DIP Lenders led by Merrill Lynch bank, on an interim basis.  
With approval by the Court and the Michigan Gaming Control Board,
Greektown Casino will pursue final approval of $150 million in
additional financing for operations and to complete construction
of its new 400-room hotel and 25,000-square-foot gaming floor
expansion.

                     About Greektown Holdings

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

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

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

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Can Pay Pre-Bankruptcy Construction Claims
------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates obtained permission
from the Honorable Walter Shapero of the U.S. Bankruptcy Court for
the Eastern District of Michigan to pay off prepetition claims
from various property contractors.

The Debtors are continuing to develop an expanded hotel and casino
resort complex under the terms of a development agreement among
Debtor Greektown Casino LLC, the City of Detroit, and the Economic
Development Corporation of the City of Detroit.  The Expanded
Complex is to contain a 1,200-seat live theatre, a 400-room hotel,
10 banquet rooms, two new restaurants, an expanded parking, an
additional 25,000 square feet of gaming space and other amenities.

As of Dec. 31, 2007, the Debtors had expended approximately
$184,000,000 on the Expanded Complex.  The Complex is expected to
cost roughly $350,000,000 in its entirety.

In connection with the construction of the Expanded Complex, the
Debtors have employed several contractors, who have agreed,
pursuant to a contract or otherwise, to render a multitude of
construction services, including:

                                                  Amount owed by
                                                   the Debtors
                                                      as of
  Contractor                   Services           Petition Date
  ----------                   --------           --------------
  Jenkins/Skanska Venture LLC  General Contractor   $23,806,886

  Hnedek Bobo                  Architect               $600,328
   
  Other contractors,           General goods or      $3,705,157
  consultants, architects      services
  and suppliers   

A copy of the Debtors' outstanding payable for Greektown Casino
Project is available for free at:

              http://researcharchives.com/t/s?2dd1

Ryan D. Heilman, Esq., at Schafer and Weiner, PLLC, in Bloomfield
Hills, Michigan, related that Jenkins/Skanska filed a
construction lien against the Expanded Complex on May 27, 2008,
for $43,357,096.  Assuming Jenkins/Skanska continues to perform
under its contract with the Debtors, Mr. Heilman added, another
$12,741,980 will be due on June 30, 2008, for which
Jenkins/Skanska could file a lien it is not paid.

Moreover, in order to procure furniture, furnishings and
equipment and supplies necessary for the timely completion of the
Expanded Complex, a deposit of about $1,600,000 is required to be
paid, the Debtors noted.

Under the terms of the various contracts between the Debtors and
the Contractors, some or all of the Contractors could stop work
on the Expanded Complex due to non-payment, Mr. Heilman pointed
out.

He averred that absent the Contractors' services, the Debtors
cannot possibly continue the construction of the Expanded
Complex.  Furthermore, a failure to continue towards the
completion of the Expanded Complex could destroy the Debtors'
business and their reorganization efforts, he said.

The Debtors also believe most or all of the Contractor Claims, if
unpaid, would be eligible to become perfected Liens against the
Expanded Complex.            

Accordingly, to avoid undue delay and to facilitate the continued
construction of the Expanded Complex, the Debtors asked the Court
to allow them to pay and discharge, on a case-by-case basis and
in their sole discretion, the prepetition claims of all
Contractors, regardless of whether the Contractors have or have
not yet filed notices of lien against the Expanded Complex.

The Debtors proposed that all payments on account of Contractor
Claims be subject to these conditions:

   (a) The Debtors, in their sole discretion, will determine
       which Contractors, if any, are entitled to Construction
       Claim Payments.

   (b) If a Contractor accepts payment, that Contractor will be
       deemed to have agreed to continue to provide construction
       and other services to the Debtors on the terms and
       conditions included in the Agreements during the pendency
       of the Chapter 11 cases.

   (c) Payment to Jenkins/Skanska will be conditioned on
       discharge of Jenkins/Skanska's Lien in the amount of the
       payment.

   (d) If a Contractor accepts payment and thereafter does not
       continue to provide Construction Services pursuant to
       Agreement Terms during the pendency of the Chapter 11
       Cases, then (i) any payment on a prepetition claim
       received by the Contractor will be deemed to be an
       unauthorized voidable postpetition transfer and,
       therefore, recoverable by the Debtors in cash upon written
       request, and (ii) upon recovery by the Debtors, the
       prepetition claim will be reinstated as if the payment had
       not been made.

   (e) Prior to making a payment to a Contractor, the Debtors
       may, in their absolute discretion, settle all or some of
       the prepetition claims of the Contractor for less than
       their face amount without further notice or hearing.

The Debtors estimated the proposed Contractor Claim Payments to
aggregate $40,854,353.  

The Court granted the Debtors authority to pay not more than the
lesser of (i) $40,854,353, or (ii) the amount as permitted under
the terms of the Debtors' postpetition financing as ultimately
agreed between the Debtors and the DIP lenders.

In a separate filing with the Court, the Siouz Ste. Marie Tribe
of Chippewa Indians, the U.S. Trustee, Jenkins Skanska, the
Michigan Gaming Control Board, Deutsche Bank Trust Company
Americas, and Merrill Lynch Capital Corporation had informed Judge
Shapero that they gave their consent to the Debtors' request.

                      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).


HENDRX CORP: Posts $495,496 Net Loss in 2008 First Quarter
----------------------------------------------------------
Hendrx Corp. reported a net loss of $495,496 on revenue of
$600,411 for the first quarter ended March 31, 2008, compared with
a net loss of $438,593 on revenue of $210,156 in the same period
last year.

The loss from operations for the three month period ended
March 31, 2008, was $536,336 as compared to $375,288 for the three
month period ended March 31, 2007, an increase of 43%.  The
increase in loss from operations was attributed by the company to
the increase in expenses and cost of goods sold in excess of
revenues.

At March 31, 2008, the company's consolidated balance sheet showed
$17,962,972 in total assets, $6,342,812 in total liabilities, and
$11,620,160 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $2,650,155 in total current assets
available to pay $5,342,812 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?2dec

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about Hendrx Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations and working capital deficiency.

                        About Hendrx Corp.

Headquartered in Vancouver, British Columbia, Hendrx Corp. (OTC
BB: HDRX.OB) through its wholly owned subsidiary, Eastway Global
Investment Limited, manufactures and distribute water dispenser
systems.


HEREFORD INSURANCE: A.M. Best Lifts Credit Rating to 'b' from 'b-'
------------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to
C++(Marginal) from C+(Marginal) and issuer credit rating to "b"
from "b-" of Hereford Insurance Company.  The outlook for both
ratings has been revised to stable from negative.

The ratings upgrades reflect Hereford's improved risk-adjusted
capitalization resulting from a continued decline in underwriting
leverage measures.  This decline has been driven by a moderation
in growth in premium volumes, increases in net retentions,
continued operating profitability and organic growth in surplus.  
The ratings also reflect Hereford's historic underwriting and
operating profitability, both of which exceed industry averages
and are derived from the company's niche market position of
focusing on New York City's transportation industry.

Offsetting rating factors include Hereford's elevated gross
underwriting leverage measures and dependence on reinsurance for
surplus relief as measured by its reinsurance recoverable balance
and high ceded reinsurance leverage ratio.  Also, the company has
experienced areas of adverse loss reserve development on prior
accident years during the growth period, although overall
development of prior years' loss reserves was favorable in 2007.   
While Hereford's niche position and customer-focused initiatives
have enabled it to generate favorable operating results, these
results are susceptible to competitive pressures and any adverse
changes in the regulatory and legislative environment.

The outlook is reflective of A.M. Best's expectation that risk-
adjusted capitalization will remain supportive of the ratings in
the near to mid term.


HANCOCK FABRICS: To Emerge in August, Says Cooley Godward
---------------------------------------------------------
Hancock Fabrics, Inc., aims to emerge from Chapter 11 as a stand-
alone, fully reorganized entity, by August 2008, according to a
statement issued by Cooley Godward Kronish, LLP.

"We believe Hancock will be the first retailer to emerge
successfully from bankruptcy as a reorganized entity since the
new bankruptcy amendments were enacted in 2005," said Jay Indyke
of Cooley Godward, who is acting as lead counsel for the Official
Committee of Unsecured Creditors.  Hancock downsized from
approximately 440 stores at the time of filing to its present
configuration with the help of "creative real estate strategies,"
as noted by Mr. Indyke.

General unsecured creditors will receive cash equal to 104.93% of
their claims.

Hancock Fabrics' Reorganization Plan is financed in part by a
backstopped rights offering to raise $20,000,000.  The offering
to current shareholders is for five year floating rate notes to
be secured by a lien on assets junior to the bank financing.  
Hancock will have the right for the first year to pay interest
with more notes.

The sale of the $20,000,000 in notes is being backstopped by
Sopris Capital Partners LP, Berg & Berg Enterprises, LLC, and
Trellus Management who are obligated to purchase any of the notes
not bought by shareholders.

The remainder of the financing to exit Chapter 11 is supplied by
a $100,000,000 commitment for a revolving credit from General
Electric Capital Corp.  The commitment lapses if Hancock hasn't
confirmed a Chapter 11 plan and emerged from reorganization by
August 29, 2008.

Bill Rochelle of Bloomberg News says Hancock's Creditors'
Committee had been predicting creditors would be paid in full
over time or possibly at a discount for cash or with stock.

"This is a very successful case not only because of the
extraordinary recovery creditors are receiving, but also because
the company will survive as an ongoing entity and many employee
jobs will be preserved," said Cathy Hershcopf, also a partner at
Cooley working on the engagement.

Other attorneys working on the matter at Cooley with Mr. Indyke
and Ms. Hershcopf are Greg Plotko and Brent Weisenberg.

Judge Brendon Shannon will convene a hearing next week to set the
date for the hearing on confirmation of the Plan.

                     About Hancock Fabrics

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

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.

(Hancock Fabric Bankruptcy News, Issue No. 35, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


HOLLINGER INC: Polar Amasses 13.4% Stake for South Pole Fund
------------------------------------------------------------
Polar Securities Inc., and its related affiliates Polar Capital
Corporation and John Paul Sabourin have acquired additional shares
of Sun-Times Media Group Inc. common stock on behalf of South Pole
Capital Master Fund and South Pole Capital LP.

According to a regulatory filing with the U.S. Securities and
Exchange Commission, the PSI Entities purchased Sun-Media shares
in two separate transactions on June 4, 2008.  The PSI Entities
paid $0.4239 and $0.4239 a share, respectively.

According to the filing, the PSI Entities may be deemed to
beneficially own 8,768,163 shares -- or roughly 13.4% -- of the
outstanding shares of Sun-Media common stock.

PSI acts as investment manager to South Pole Capital Master Fund
and South Pole Capital LP.  PSI is a wholly owned subsidiary of
Polar Financial Corp., a company incorporated under the laws of
Ontario, Canada, which is controlled by Polar Capital.  Mr.
Sabourin is the chairman of PSI.

The PSI Entities own directly 0 shares of the Securities,
according to the SEC filing.  The securities are held by South
Pole Capital Master Fund and South Pole Capital LP, the filing
said.

The PSI Entities also disclaim beneficial ownership of the
securities.

In May 2008, Sun-Times Media agreed to revised terms of a
settlement resolving its various disputes and litigation with its
controlling stockholder, Hollinger Inc., and Hollinger’s largest
secured noteholder, Davidson Kempner Capital Management LLC.

Hollinger holds 19.6% stake in Sun-Media, according to a
regulatory filing in May.

The Revised Settlement modifies the terms of a March 25, 2008
settlement between Sun-Times Media and Hollinger.  The Revised
Settlement is embodied in a Term Sheet and is subject to approval
in Ontario under the Companies' Creditors Arrangement Act
(Canada).

Under the Revised Settlement, there will be a complete release of
claims between the parties and the elimination of the voting
control by Hollinger of the Company through conversion on a one-
for-one basis of Sun-Times Class B shares to Class A shares.

Sun-Times will issue 1,499,000 new Class A shares to Hollinger
upon Court Approval, and will receive reimbursement from Hollinger
of the company's legal fees incurred in connection with
Hollinger’s CCAA proceedings from August 1, 2007, to the present,
subject to an overall cap of $2 million, rather than the
previously agreed cap of $1 million.

Hollinger has agreed to vote its Class B shares at the scheduled
meeting of Sun-Times' stockholders on June 17, 2008, in support of
the election of a slate of candidates for election to the
Company’s Board of Directors selected by the Company's current
Board of Directors.  Upon the later of Court Approval or
immediately following the stockholders meeting, each of William
Aziz, Brent Baird, Albrecht Bellstedt, Peter Dey, Edward Hannah
and Wesley Voorheis -- the six directors appointed to the
Company’s Board of Directors by Hollinger in August 2007 -- will
submit their resignations from the Company’s Board of Directors.

                    About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately  
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., formerly Hollinger International Inc., a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed C$79.8 million in total assets and C$219.3 million in
total liabilities, resulting in a C$139.5 million total
stockholders' deficit.


IAC/INTERACTIVECORP: Commences Cash Tender Offer for 7% Sr. Notes
-----------------------------------------------------------------
IAC/InterActiveCorp commenced a cash tender offer for any and all
of its outstanding 7% Senior Notes due 2013 (CUSIP Nos. 902984AD5
& 902984AC7 / ISINs US902984AD51, US902984AC78 & USU9033KAA26) and
a related consent solicitation to amend the indenture governing
the Notes.

The tender offer and consent solicitation are made upon the terms
and subject to the conditions set forth in the Offer to Purchase
and Consent Solicitation Statement dated June 11, 2008, and the
related Letter of Transmittal and Consent.  

The tender offer will expire at Midnight, New York City time, on
July 9, 2008, unless extended or earlier terminated by IAC.  In
order to be eligible to receive the Total Consideration for
tendered Notes, holders must validly tender and not validly
withdraw their Notes at or prior to 5:00 p.m., New York City time,
on Tuesday, June 24, 2008, unless extended or earlier terminated
by IAC.

Tendered Notes may not be withdrawn and consents may not be
revoked after the Consent Time except under very limited
circumstances.  

The total consideration offered for each $1,000 principal amount
of Notes validly tendered and not validly withdrawn prior to the
Consent Time, and accepted for payment pursuant to the tender
offer and consent solicitation will be determined as specified in
the tender offer and consent solicitation documents and will be
equal to:

   * the present value on the Settlement Date of all future cash
     flows on such Notes to Jan. 15, 2013, the maturity date of
     the Notes, calculated in accordance with standard market
     practice, based on the assumptions that the principal amount
     of the Notes would be repaid in full on the Maturity Date and
     that the yield to the Maturity Date is equal to the sum of
     (i) the yield on the 3.625% U.S. Treasury Note due Dec. 31,
         2012, as calculated by the Dealer Manager in accordance
         with standard market practice, based on the bid-side
         price for the Reference Security, as of 2:00 p.m.,
         New York City time, on June 24, 2008, the tenth business
         day immediately preceding the scheduled Expiration Time,
         as displayed on the Bloomberg Government Bond Trader,
         Page BBT5, plus
    (ii) 215 basis points; minus

   * any accrued and unpaid interest from the most recent interest
     payment date preceding the Settlement Date to, but excluding,
     the Settlement Date.

The Total Consideration includes a consent payment of $30 per
$1,000 principal amount of the Notes, which will be payable only
in respect of the Notes purchased that are tendered prior to the
Consent Time.  Holders who validly tender their Notes after the
Consent Time and prior to the Expiration Time will not be eligible
to receive the consent payment, and accordingly will only be
eligible to receive an amount equal to the Total Consideration
less the consent payment.

Holders whose Notes are accepted for payment will also be paid
accrued and unpaid interest, if any, from the most recent interest
payment date preceding the Settlement Date to, but excluding, the
Settlement Date.

Concurrently with the tender offer, IAC is soliciting consents to
proposed amendments to the indenture governing the Notes, which
would eliminate substantially all of the restrictive covenants and
certain events of default provisions, eliminate certain provisions
relating to mergers and consolidations of and transfers of assets
by the IAC and make certain conforming and related changes to the
indenture and the Notes.  

Holders may not tender their Notes without also delivering
consents or deliver consents without also tendering their Notes.
The proposed amendments will not become operative, however, until
a majority in aggregate principal amount of the outstanding Notes,
whose holders have delivered consents to the proposed amendments,
have been accepted for payment.

IAC expects to pay for any Notes purchased pursuant to the tender
offer and consent solicitation in same-day funds on a date
promptly following the Expiration Time.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including:

   (i) the Minimum Tender Condition, which requires that Notes
       representing not less than a majority in aggregate
       principal amount of Notes outstanding be validly tendered  
       prior to the Expiration Time;

  (ii) the Spin-Off Condition, which requires that all conditions
       precedent to the proposed spin-offs to IAC's stockholders
       will have been satisfied or waived by IAC and the
       distribution of shares of one or more of the companies to
       be spun-off shall have occurred prior to the Expiration
       Time; and

(iii) the Indenture Condition, which requires that the
       supplemental indenture implementing the proposed amendments
       will have been executed by the indenture trustee.  Although
       the conditions to the tender offer and consent solicitation
       include the Spin-Off Condition, consummation of the tender
       offer and consent solicitation is not a condition precedent
       to any of the proposed spin-offs.  The purpose of the
       tender offer is to acquire all outstanding Notes.  The
       purpose of the consent solicitation is to amend the
       indenture and the Notes as described in the Offer to
       Purchase.

IAC has retained Morgan Stanley & Co. Incorporated to act as the
Dealer Manager for the tender offer and the Solicitation Agent for
the consent solicitation.  Questions regarding the tender offer
and the consent solicitation may be directed to:

     Morgan Stanley & Co. Incorporated
     Attn: Liability Management
     Tel (800) 624-1808 (toll-free)
         (212) 761-1941 (collect)

Requests for documentation may be directed to:

     MacKenzie Partners Inc.
     Information Agent
     Tel(800) 322-2885 (toll-free)
        (212) 929-5500 (collect)

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.


IAC/INTERACTIVECORP: Noteholders Reject Tender Offer for 7% Notes
-----------------------------------------------------------------
The noteholders holding more than a majority of the 7% Senior
Notes due 2013 issued by IAC/InterActiveCorp, executed an
agreement providing for the rejection of IAC's tender offer and
consent solicitation disclosed on June 11, 2008.

The noteholders are represented by Stroock & Stroock & Lavan LLP,
with Kris Hansen leading the representation.

"The noteholders were extremely disappointed with the terms of the
tender offer and consent solicitation and believe that IAC's
intent to spin off substantially all of its assets while leaving
the Senior Notes behind violates the terms of the indenture
governing the senior notes," Mr. Hansen remarked.

"IAC's attempt to tender for the Senior Notes at less than the
contractual redemption price in order to strip the asset transfer
covenant from the indenture will not be successful, but the
noteholders remain optimistic that IAC will adhere to its legal
obligations," Mr. Hansen.

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.


IAC/INTERACTIVECORP: Dir. William H. Berkman Plans to Step Down
---------------------------------------------------------------
IAC/InterActiveCorp director William H. Berkman, a representative
of major shareholder Liberty Media Corp., will not stand for re-
election at the company's 2008 annual meeting, the company stated
in a regulatory filing.

Last month, media moguls Barry Diller and John Malone settled a
months-long legal dispute over the breakup of Mr. Diller's
Internet conglomerate IAC/InterActiveCorp, paving the way for the
Internet conglomerate to spin off four of its units, the
Associated Press reports.

In a regulatory filing, IAC/InterActiveCorp said that the decision
did not result from any disagreement between Mr. Berkman and the
company.

Mr. Berkman has served on the board since February 2006, after
being nominated as one of Liberty Media's two director candidates.
He has served as a managing partner of Associated Group LLC, the
general partner of Liberty Associated Partners LP, since 2000.

AP says that IAC/InterActiveCorp's annual meeting is expected
early in the third calendar quarter of 2008.

The company's stock dropped $1.17, or 5.2%, to $21.23 on June 13
amid a broader market sell-off, AP relates.  The shares have
traded between $19 and $35.72 during the past 52 weeks, AP adds.

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.


IAC/INTERACTIVECORP: S&P Retains Negative Watch on Plan to Split
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it planned to divide itself into five publicly traded
companies.
     
IAC announced on June 11, 2008 that it has commenced a cash tender
offer for any and all of its outstanding $750 million of 7% senior
notes due 2013 and a related consent solicitation to amend the
indenture governing the notes.  The notes will be the new IAC's
obligation after the spin-off.  The tender offer is scheduled to
expire on July 9, 2008.  Total consideration for the tender offer
will be equal to the present value on the settlement date of all
future cash flow on the notes to Jan. 15, 2013, including the
principal amount, calculated using the yield on the 3.625% U.S.
Treasury note due Dec. 31, 2012 on June 24, 2008 plus 215 basis
points, minus any accrued and unpaid interest from the most recent
interest payment preceding the settlement date to, but excluding,
the settlement date.
     
Concurrent with the tender offer, IAC is soliciting consents to
eliminate substantially all of the restrictive covenants and
certain events of default provision, eliminating certain
provisions including mergers and consolidations of and transfer of
assets by IAC.
     
"A successful tender could significantly reduce total debt
outstanding at IAC and increase financial flexibility at the new
IAC (post spin-off)," said Standard & Poor's credit analyst Andy
Liu.
     
The new IAC will comprise Ask.com and several other Internet
properties, and in S&P's view, will have considerably less debt
capacity than the pre-split IAC.  In resolving the CreditWatch,
Standard & Poor's will meet with management, evaluate the
company's new financial policy, and assess the new capital
structure.


INTERSTATE BAKERIES: Can Increase Asset Sale Cap to $15 Million
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corp. and its debtor-affiliates to
increase their de minimis asset sale cap to an aggregate amount of
$15,000,000 in net proceeds.

According to the Court, the Debtors' lenders hold valid, duly
perfected security interests in and liens upon the De Minimis
Assets.  Any and all proceeds obtained by the Debtors from any
sales of the Assets will be applied as required by the Second
Amended and Restated Revolving Credit Agreement, dated as of
May 9, 2008, which the Court approved on April 29.

The Court ruled that the Order will:

   -- not modify any term of the Second Amended DIP Credit
      Agreement, the Second Amended DIP Order or the Amended and
      Restated Credit Agreement dated April 25, 2002, among
      certain of the Debtors, the lenders and financial
      institutions, and JPMorgan Chase Bank, in its capacity as
      administrative agent, and related loan documents; and

   -- not be deemed a consent by the Administrative Agent, the
      DIP Lenders, the Prepetition Agent or the Prepetition
      Lenders to any proposed sale.

The Prepetition Lenders reserve their rights arising under the
Prepetition Credit Agreement, including without limitation, the
right to seek adequate protection with respect to any of the De
Minimis Assets in which they hold liens and security interests.

"The Order is without prejudice to the Debtors' rights to request
an increase in the limit," Judge Venters ruled.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 99; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or               
215/945-7000).


INTERSTATE BAKERIES: Closes Deal to Raise DIP Facility to $249MM
----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates closed
on its amended and restated Debtor-in-Possession revolving credit
agreement on May 9, 2008, to replace the Company's former DIP
credit agreement that was then set to expire June 2, 2008.  

Under the terms of the amended and restated DIP credit agreement,
the maturity date has been extended to Sept. 30, 2008, and the
amount available for borrowing under the agreement has been
increased from $200 million to $249.7 million subject to the
terms of the agreement.

The company received approval from the U.S. Bankruptcy Court for
the Wester District of Missouri on April 29, 2008, to enter
into the amended and restated DIP credit agreement with certain
of the company's existing lenders under its current DIP credit
facility, other new lenders and JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent for the lenders.

A full-text copy of the Second Amended and Restated DIP Facility
is available for free at: http://ResearchArchives.com/t/s?2de9

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 99; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or               
215/945-7000).


INTERSTATE HOTELS: Moody's Cuts Corp. Family Rating to B2 from B1
-----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Interstate
Hotels & Resorts, Inc. (to B2 from B1 Corporate Family rating; to
B2 from B1 Senior Secured rating).  The ratings outlook is stable,
which reflects Moody's expectation that Interstate will continue
to steadily grow its owned hotel portfolio and add new management
contracts with maintenance of its current credit profile.

According to Moody's, fixed charge coverage has been below 3x for
the past five quarters and is currently 2.8x on a trailing four-
quarter basis.  Additionally, leverage was 4.8x net debt/EBITDA at
YE07 and is 5.2x at 1Q08, and EBITDA declined significantly in
2007 due to loss of contracts, though Interstate has had some
success in replacing lost management contracts; however, hotel
fundamentals are expected to be weak over the next two years.   
Combined with the challenging economic and capital market
environment, it will be difficult for Interstate to add new
contracts or new wholly-owned hotels for the foreseeable future.

In Moody's opinion, Interstate is challenged by a fully encumbered
portfolio, which constrains financial liquidity and operational
flexibility.  Moreover, the firm's small size and scope constrains
diversity, which is also impacted by customer and brand
concentration.  Finally, Interstate's limited access to the
capital markets reduces its options for funding growth and
refinancing existing obligations.  Interstate's position is
strengthened by its hotel management fee income, which tends to be
less vulnerable to the cyclical nature of the lodging industry.   
Moreover, the firm has improved cash flow diversification through
the acquisition of new wholly- and partially-owned properties.  
Finally, the company demonstrated some resilience in surviving the
prolonged lodging crisis during the early years of the current
decade.

Moody's would expect positive ratings momentum should Interstate
sustain fixed charge coverage in excess of 3x, net debt/EBITDA
below 4x and increase EBITDA by more than 10% through the addition
of new management contracts or owned hotels.  An unencumbered
portfolio approaching 40% of gross tangible assets would also
create upward pressure on the rating.  Conversely, factors which
would likely result in downwards rating pressure include fixed
charge coverage below 2x on a sustained basis, leverage above 6x
net debt/EBITDA and a decline in EBITDA by more than 10%,
particularly due to further loss of contracts.

These ratings were downgraded:

  -- Interstate Hotels & Resorts, Inc. -- corporate family rating
     to B2, from B1.

  -- Interstate Operating Company, L.P. -- guaranteed senior
     secured credit facility to B2, from B1.

Interstate Hotels & Resorts (NYSE: IHR) is based in Arlington,
Virginia, USA and has ownership interests in 54 hotels and
resorts, including seven wholly owned assets.  Together with these
properties, the company and its affiliates manage a total of 217
hospitality properties with over 45,000 rooms in 36 states, the
District of Columbia, Russia, Mexico, Belgium, Canada, and
Ireland.  Interstate Hotels & Resorts also has contracts to manage
17 to be built hospitality properties with approximately 4,000
rooms.


INTREPID TECH: March 31 Balance Sheet Upside-Down by $1,811,852
---------------------------------------------------------------
Intrepid Technology and Resources Inc.'s consolidated balance
sheet at March 31, 2008, showed $13,864,777 in total assets and
$15,676,629 in total liabilities, resulting in a $1,811,852 total
stockholders' deficit.

The company reported a net loss of $2,369,329 on net revenues of
$13,432 for the third quarter ended March 31, 2008, compared with
a net loss of $489,231 on net revenues of $48,437 in the same
period ended March 31, 2007.

The change in net loss is due to start-up plant operating costs
without corresponding revenue and increased interest expense.  

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $682,769 in total current assets
available to pay $3,030,868 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?2dee

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 10, 2007,
Logan, Utah-based Jones Simkins PC expressed substantial doubt
about Intrepid Technology and Resources Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2007.  The
auditing firm reported that the company has incurred recurring
losses, has negative working capital, and has negative cash flows
from operations.

                    About Intrepid Technology

Headquartered in Idaho Falls, Idaho, Intrepid Technology and
Resources Inc. (OTC BB: IESV.OB) -- http://www.intrepid21.com/--
is an application innovator in alternative energy technology and
production and of biogas products and services designed to
assist in worldwide energy independence, reduce pollution and
carbon emissions from renewable agriculture feedstock and
industrial and agriculture waste materials.


JACUZZI BRANDS: Ongoing Revenue Pressure Cues Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service has downgraded the debt ratings of
Jacuzzi Brands to reflect the company's weak operating
performance, high leverage, and contracting liquidity.  The
company's B3 corporate family rating reflects the belief that the
company's performance will remain under pressure into 2009 as a
result of the contracting new home construction market and a
contraction in the repair and remodeling market.

These ratings/assessments have been affected:

  -- Corporate family rating, downgraded to B3 from B2;
  -- Probability of default rating, downgraded to B3 from B2;

  -- $170 million senior secured first lien term loan B, due 2014,
     affirmed at B1 (LGD2, 30%), previously at LGD3, 41%;

  -- $15 million synthetic letter of credit facility, due 2014,
     affirmed at B1 (LGD2, 30%), previously at LGD3, 41%;

  -- $150 million second lien term loan, due 2014, downgraded to
     Caa1 (LGD5, 78%) from B3 (LGD5, 74%).

The ratings outlook was changed to negative from stable.

The ratings downgrade reflects the ongoing revenue pressure as a
result of the depressed new home construction market and ongoing
contraction in the repair and remodeling market.  Jacuzzi is
likely to experience ongoing sales pressure so long as the new
home market and the repair and remodeling market remain under
pressure.  The ratings also reflect anticipated margin pressure
due to higher raw material prices.  Additionally, downwards
product substitution may increasingly be a weapon that end
customers employ as they seek to reduce project costs.

The negative ratings outlook reflects Moody's belief that the
company's end markets are likely to remain week through much of
2009.  The company's profitability and overall credit metrics are
in line with a B3 rated entity.  However, the weak outlook for the
company's business suggests continued deterioration in credit
quality over the intermediate term.

Jacuzzi Corporation, headquartered in Chino, California, is a
leading global producer of premium branded water therapy and water
comfort products for the residential remodeling and construction
markets with LTM revenues for the period ended 3/31/08 of
$697 million.


JAN & JOHNNY: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jan & Johnny, Inc.
        3407 Winona Avenue
        Burbank, CA 91504

Bankruptcy Case No.: 08-18277

Type of Business: The Debtor is an entertainment group.
                  CenterStaging Musical Productions, Inc. --
                  http://www.centerstaging.com/-- an affiliate of
                  the debtor, filed for chapter 11 protection on
                  March 10, 2008 (Bankr. C.D. Calif. Caser No.
                  08-13019) (J. Zurzolo).

Chapter 11 Petition Date: June 10, 2008

Court: Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Charles Shamash, Esq.
                  Cacerres & Shamash, LLP
                  8383 Wilshire Boulevard, Suite 1010
                  Beverly Hills, CA 90211
                  Tel: (323) 852-1600

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's list of five largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb08-18277.pdf


JUAZA INC: Westbrook Stock to be Auctioned Off
----------------------------------------------
Westbrook Luquillo LP will sell 30 shares of the common stock of
Juaza Inc. at a public auction on June 19, 2008, at 11:00 a.m.

The auction will be held at the offices of Rockpoint Group, LLC,
at 410 Park Avenue, Suite 930, in New York.

The Juaza shares serve as Westbrook's collateral under a pledge
agreement dated April 16, 2007, executed by Juan Ramon Zalduondo
Viera and his wife, Magdalena E. Machicote.

The collateral serve as security for the debt Mr. Zalduondo Viera
and Ms. Machicote owe Westbrook in the original principal amount
of $19,800,000, evidenced by a promissory note dated April 16,
2007.  The total amount due under the note as of June 19, 2008,
including principal, interest and other fees and charges, is
$15,115,367.

Westbrook is a Delaware limited partnership.

Juaza is a corporation organized under the laws of the
Commonwealth of Puerto Rico.  Mr. Zalduondo Viera is the sole
owner of the pledged stock.

Any prospective purchaser will be required to porovide evidence
that the purchaser is acquiring the collateral for its own
investment and its own account, and not with a view towards
subsequent resale or distribution.  Competing bidders must pay the
purchase price of the collateral at the time of the public sale,
and in cash, by cashier's check or other immediately available
funds.

If Westbrook emerges as the highest biddder, it may acquire the
collateral by crediting the amount of the purchase price against
the balance of the unpaid indebtedness evidenced by the note.

For more information, contact:

   Garrett Solomon
   Rockpoint Group, LLC
   500 Boylston Street, Suite 1880
   Boston, MA 02116
   Tel: (617) 530-3978


LANDSOURCE COMMUNITIES: Court Okays $35MM Interim DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
LandSource Holding Company LLC, to borrow and obtain, on an
interim basis, up to $35,000,000 in postpetition financing from a
group of lenders led by Barclays Bank PLC, and Marathon Special
Opportunity Fund, LP, joint bookrunners.

A copy of the Interim DIP Order is available for free at:

               http://ResearchArchives.com/t/s?2dc5

The Court will convene a hearing on June 30, 2008, to consider
final approval of the DIP Motion.  Objections are due June 26.

If the Court grants final approval, LandSource Communities
Development LLC and its debtor-affiliates will have access
to an up to $135,000,000 senior revolving credit facility, and
will enter into a junior secured term loan, comprising  of a roll
up of up to $1,050,000,000 of prepetition obligations under the  
First Lien Credit Agreement.

The Interim DIP Loans are (i) subject to certain financial
covenants and a budget approved by the administrative agent,
Barclays Bank PLC, and (ii) certain reserves, including the
amount of the Carve-Out, to be determined in the DIP Agent's
reasonable credit judgment.

The Court authorizes the Debtor-guarantors -- all Debtors other
than LandSource Holding -- to guaranty the borrowings and
LandSource Holding's obligations with respect to letters of
credit, in an aggregate principal up to $35,000,000 subject to
any limitations of borrowing under the DIP Credit Documents.  

LandSource Holding is authorized to have a portion of the
revolving credit facility, not in excess of $35,000,000 be made
available for the issuance of standby letters of credit by
Barclays Bank, as issuing bank.

All loans and other obligations under the Revolving Credit
Facility will, at all times:

   (a) be entitled to joint and several superpriority claim
       status in each of the Chapter 11 cases and constitute an
       allowed claim against the Debtors, with priority over all
       administrative expenses, diminution claims, all claims of
       any kind asserted by the First Lien Secured Parties
       arising under the DIP Orders, and all other claims against
       the Debtors;

   (b) be secured by a perfected first priority lien on all
       tangible and intangible property of the Debtors'
       respective estates that is not subject to valid, perfected
       and non-avoidable liens as of the Petition Date;

   (c) be secured by a perfected junior lien on all Collateral
       that is subject to valid, perfected and non-avoidable
       liens or to valid liens in existence on the Petition Date
       that are perfected subsequent to the date as permitted by
       Section 546(b) of the Bankruptcy Code; and

   (d) be secured by a perfected first priority, senior lien on
       all of the Collateral, which senior lien will prime
       existing liens that secure the obligations of the Debtors
       in connection with (a) the First Lien Credit Agreement;
       (b) the Second Lien Credit Agreement, and (c) subject to
       entry of the Final Order, other Primed Liens, which senior
       priming lien in favor of the Administrative Agent will
       also prime any liens granted after the commencement of the
       Chapter 11 cases to provide adequate protection in respect
       of any of the Prepetition Lien, for the avoidance of
       doubt will not prime Permitted Liens if any.

Claims and liens in respect of the Term Loan Credit Facility will
be junior in all respects to the claims and the Revolving Credit
Facility.

Any reimbursed obligations, fees and charges in respect of
letters of credit issued pursuant to the First Lien Credit
Agreement arising after the Final Order through the date of
replacement will constitute additional Term Loan Credit
Facility Loans and will be added to the principal balance of the
Term Loan Credit Facility.  Any and all fees paid or required to
be paid in connection with the DIP Credit Documents are
authorized and will be paid in accordance with the DIP Credit
Documents.

Except for the Reserved Amount Funds, none of the proceeds of the
DIP Credit Facility will be used in connection with (a) the
investigation, initiation or prosecution of any claims, causes of
action, adversary proceedings or other litigation against the
arranger, Barclays Bank, or the DIP Lenders, or (b) the
initiation or prosecution of any claims, causes of action,
adversary proceedings or other litigation against the First Lien
Lenders or the First Lien Administrative Agent.

Each Debtor is authorized, on an interim basis, to perform all
acts, to make, execute and deliver all instruments and documents,
and to pay from the borrowings under the DIP Credit Documents all
fees and expense reimbursements that may be required or necessary
for the Debtors' performance of their obligations under the
Financing.

The Debtors are authorized, and the automatic stay imposed by
Section 362 of the Bankruptcy Code is lifted, to do and perform
all acts, to make, execute and deliver all instruments and
documents and to pay fees and expenses that may be required or
necessary for the Debtors' performance under the DIP Credit
Documents, including, (i) the execution of the DIP Credit
Documents and (ii) the payment of the fees and other expenses
described in the DIP Credit Documents as become due.

All letters of credit issued and outstanding under the First Lien
Credit Agreement as of the Petition Date will be replaced with
letters of credit issued under the Revolving Credit Facility not
later than 60 days after entry of this Interim Order unless
otherwise agreed by the LandSource Holdings and Barclays Bank, as
DIP Agent.

Payment of allowed and unpaid professional fees and disbursements
incurred by the Debtors and any statutory committee appointed in
the Chapter 11 cases in an aggregate amount should not be in
excess of $3,000,000.  In the event the Chapter 11 cases are
converted to cases under Chapter 7 of the Bankruptcy Code, a
separate and additional amount of $35,000 may be used for the
reasonable fees and expenses of a Chapter 7 trustee.

The Debtors stipulate and consent that all DIP Liens granted and
in the DIP Credit Documents for the benefit of Barclays Bank, as
DIP Agent, and the DIP Lenders will be valid, enforceable and
perfected, effective as of the Petition Date, and no further
notice will be required to effect the perfection.

Any provision of any lease or other agreement that requires (i)
the approval of one or more landlords or (ii) the payment of any
obligations to any governmental entity for any Debtor to sell,
assign, or transfer any leasehold interest will be deemed to have
no force and effect with respect to the transactions granting DIP
Liens or Adequate Protection Liens in the leasehold interest in
favor of the Administrative Agent, the DIP Lenders, and the First
Lien Secured Parties in accordance with the terms of the DIP
Credit Documents.

Any official committee of unsecured creditors appointed in the
Chapter 11 cases may file a complaint seeking invalidation or
otherwise challenge the First Lien Obligations no later than 60
days after the date the committee is formed.  The Committee may
not use any cash collateral to commence a challenge and may not
use more than $75,000 of the cash collateral and the postpetition
cash collateral to investigate the perfection of the First Lien
Obligations.

The DIP Agent and the DIP Lenders reserve their rights to credit
bid the Loans in connection with any sale or disposition of
assets in the Debtors' Chapter 11 cases.

                      Cash Collateral Use

The Debtors are authorized to use cash collateral of the
Prepetition Lenders; provided that the First Lien Secured Parties
are granted adequate protection.  Other than to pay disbursements
in the ordinary course of business or amounts in respect of the
Carve-Out, the Debtors' will be prohibited from using:

   (a) the Cash Collateral, and

   (b) any postpetition cash collateral in each case.

The Debtors' right to use Cash Collateral, and any postpetition
cash collateral, will terminate in each case automatically on the
Maturity Date without further order from the Court.

                   About LandSource Communities

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

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 3;
http://bankrupt.com/newsstand/or 215/945-7000).    


LANDSOURCE: BoNY Says DIP Solely for Benefit of First Lien Lenders
------------------------------------------------------------------
The Bank of New York, administrative agent for the Second Lien
Lenders, says that as a result of the $1,185,000,000 debtor-in-
possession facility provided by the First Lien Lenders, LandSource
Communities Development LLC and its debtor-affiliates have not
filed a Chapter 11 reorganization case -- they have commenced a
liquidation process controlled by, and for the sole benefit of,
the First Lien/DIP Lenders at the expense of all other
constituencies.

Representing BNY, Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, Delaware, asserts that while the Debtors may
have believed that they had "no choice" but to accept these
onerous terms, neither they nor the First Lien/DIP Lenders, which
are both led by Barclays Bank PLC, as administrative agent,
should be allowed to impose this egregious process on the
Debtors' stakeholders.                  

Mr. Landis notes that the DIP Facility, by its terms, give the
First Lien/DIP Lenders outright control of the Debtors, including
the Debtors' abandonment of right to plan exclusivity, and is
excessive with its high interest rates.

If the First Lien/DIP Lenders insist on implementing a process
for their sole benefit, then they should proceed with a state
foreclosure action, and these bankruptcy proceedings can be
converted or dismissed, Mr. Landis asserts.

He notes the Debtors are not traditional operating companies,
with numerous jobs and counterparties to protect.  The Debtors
are a land-owning vehicle with the overwhelming percentage of
their assets consisting of undeveloped land in California.  The
remainder of the Debtors' assets are almost entirely located in
the Southwest.

Mr. Landis explains that the Debtors' only tie to Delaware, where
the Debtors filed for bankruptcy, is that the parent holding
company and only a few of its 33 subsidiaries are organized under
Delaware law.  California, which is the one of the Debtors' real
estated portfolio, is a state well known for its difficult
foreclosure process, he avers.

"If the First Lien/DIP lenders want to avoid California's single
action foreclosure process and turn a private California real
estate foreclosure into a Delaware bankruptcy case with all the
benefits flowing therefrom, the Debtors must accept the burdens
as well, including funding an inclusive reorganization for the
benefit of all creditors," Mr. Landis asserts.

                   About LandSource Communities

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

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 2;
http://bankrupt.com/newsstand/or 215/945-7000).    


LANDSOURCE COMMUNITIES: Wants to Employ Richards Layton as Counsel
----------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of
the Federal Rules of Bankruptcy Procedure, and Rule 2014-1 of the
Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware, LandSource
Communities Development LLC and its debtor-affiliates ask the
authority of the United States District Court for the District of
Delaware to employ Richards Layton & Finger, P.A., as their co-
counsel, nunc pro tunc to June 8, 2008.

Richards Layton is expected to:

   a. take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

   b. prepare on behalf of the Debtors, as debtors-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtors' estates and serve papers on
      creditors;

   c. to take all necessary or appropriate actions in connection
      with a plan or plans of reorganization and related
      disclosure statement(s) and all related documents, and
      further actions as may be required in connection with the
      administration of the Debtors' estates; and

   d. perform all other necessary legal services in connection
      with the prosecution of the Chapter 11 cases.

The hourly rates of principal professionals and paraprofessionals
designated to represent the Debtors' Chapter 11 cases are:

   Professional                     Hourly Rates
   ------------                     ------------
   Mark D. Collins                      $560
   Paul N. Heath                        $400
   Maris J. Finnegan                    $245
   Rebecca V. Speaker                   $175

Before the Petition Date, the Debtors paid Richards Layton a
$125,000 retainer in connection with their Chapter 11 filing.  
The Debtors propose that amounts under the retainer, which were
not expended for prepetition services, be treated as an evergreen
retainer to be held as a security throughout the bankruptcy cases
until Richards Layton's fees and expenses are awarded by a final
order.

The Debtors assert the services of Richards Layton under an
evergreen retainer are appropriate and necessary to enable them
to execute their duties as debtors and debtors-in-possession and
to implement their restructuring and reorganization.

Mark D. Collins, director of Richards Layton assures Judge Kevin
Carey that his firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

Richards Layton will also be working with Weil Gotshal & Manges
LLP in the Debtors' bankruptcy Cases.  Both parties have
discussed the division of responsibilities regarding their
representations of the Debtors and will make every effort to
avoid and minimize duplication of their services.

                   About LandSource Communities

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

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 3;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: U.S. Trustee Sets June 30 Org. Meeting
--------------------------------------------------------------
Roberta A. DeAngelis, acting U.S. Trustee for Region 3, will
convene an organizational meeting of creditors of LandSource
Communities Development LLC on June 20, 2008, 11:00 a.m., at J.
Caleb Boggs Federal Building 844 King Street, Room 5209, in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' bankruptcy
cases.

The meeting is not a meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  A representative of the Debtors,  
however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

                   About LandSource Communities

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

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 3;
http://bankrupt.com/newsstand/or 215/945-7000).


LB-UBS: Moody's Assigns Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by LB-UBS Commercial Mortgage Trust 2008-C1.  
The provisional ratings issued on April 18, 2008 have been
replaced with these definitive ratings:

  -- Class A-1, $47,990,000, rated Aaa
  -- Class A-AB, $50,023,000, rated Aaa
  -- Class A-2, $506,964,000, rated Aaa
  -- Class A-M, $100,711,000, rated Aaa
  -- Class A-J, $69,239,000, rated Aaa
  -- Class A-2FL, $100,000,000, rated Aaa
  -- Class B, $13,848,000, rated Aa1
  -- Class C, $11,330,000, rated Aa2
  -- Class D, $7,553,000, rated Aa3
  -- Class E, $8,813,000, rated A1
  -- Class F, $7,553,000, rated A2
  -- Class G, $11,330,000, rated A3
  -- Class H, $11,330,000, rated Baa1
  -- Class J, $12,589,000, rated Baa2
  -- Class K, $8,812,000, rated Baa3
  -- Class L, $8,812,000, rated Ba1
  -- Class M, $5,036,000, rated Ba2
  -- Class N, $2,518,000, rated Ba3
  -- Class P, $1,258,000, rated B1
  -- Class Q, $2,518,000, rated B2
  -- Class S, $2,518,000, rated B3
  -- Class X, $1,007,111,098*, rated Aaa

* Approximate notional amount

Moody's has withdrawn the provisional ratings of these class of
certificates:

  -- Class A-MFL, $0, WR
  -- Class A-JFL, $0, WR


LEHMAN BROS TRUST: S&P Cuts Ratings on Two Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class K and IMT commercial mortgage pass-through certificates from
Lehman Bros. Floating Rate Commercial Mortgage Trust 2005-LLF C4
and removed them from CreditWatch with negative implications,
where they were placed on May 15, 2008.  Concurrently, S&P
affirmed its ratings on 11 other classes from this transaction.
     
The downgrades reflect S&P's reevaluation of the two remaining
loans in the pool, which have experienced operating performance
declines since issuance.  

As of May 15, 2008, the trust collateral consisted of three whole
loans with a trust balance of $191.8 million.  The largest loan
remaining, Westfield Valencia Town Center, had been paid off in
full as of May 22, 2008.  The trust balance will decline to
$81.8 million on the next remittance report.  At issuance, the
trust collateral consisted of six whole loans, the senior
interests in eight participated floating-rate whole loans, and two
senior interests in A/B floating-rate loans, with an outstanding
balance of $935.6 billion.  
     
The IMT Central Florida Portfolio loan, which is now the largest
remaining loan in the pool, has a trust balance of $73.4 million
and a whole-loan balance of $79.0 million.  This loan provides
100% of the cash flow to the raked certificate which is noted with
an "IMT" prefix in the rating list below).  The borrower's equity
interest in the property is secured by an $11.1 million mezzanine
loan.  The loan is collateralized by six cross-collateralized and
cross-defaulted multifamily properties totaling 2,008 units
located throughout Central Florida.  The portfolio's current
weighted average occupancy is 92.4%.  Standard & Poor's adjusted
net cash flow is down 20.2% from its level at issuance, reflecting
higher operating expenses at the properties.  The loan is
scheduled to mature on Nov. 9, 2008, and has one 12-month
extension remaining.
     
The other remaining loan in the pool, the 321-329 Riverside Avenue
Office loan, has a trust balance of $8.4 million and a whole-loan
balance of $14.08 million.  The loan is collateralized by five
two-story office buildings totaling 49,690 sq. ft. in Westport,
Connecticut.  The sponsor, Investcorp, had intended to convert the
property from office to residential use and has allowed the office
leases to expire.  As of May 12, 2008, the property was 30.5%
occupied.  The borrower has since abandoned its residential
conversion plan and is now marketing the building for sale with
CBRE.  The loan is currently with the special servicer due to its
maturity default on April 9, 2008.


       Ratings Lowered and Removed from Creditwatch Negative
   
Lehman Bros. Floating Rate Commercial Mortgage Trust 2005-LLF C4
          Commercial mortgage pass-through certificates

                   Rating
                   ------
       Class   To         From            Credit enhancement
       -----   --         ----            ------------------
       K       BB-        BBB-/Watch Neg          N/A
       IMT     B          BBB-/Watch Neg          N/A
   
                        Ratings Affirmed
    
Lehman Bros. Floating Rate Commercial Mortgage Trust 2005-LLF C4
           Commercial mortgage pass-through certificates

                Class   Rating   Credit enhancement
                -----   ------   ------------------
                A-2     AAA            82.84%
                B       AAA            69.82%
                C       AAA            57.99%
                D       AAA            50.89%
                E       AAA            43.79%
                F       AAA            36.69%
                G       AAA            29.59%
                H       AA-            21.30%
                J       A+             13.61%
                X-2     AAA              N/A
                WFV     A+               N/A


                     N/A  -- Not applicable.

LEINER HEALTH: Obtains Court OK to Sell Assets to NBTY for $371MM
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Leiner Health Products Inc. and its debtor-affiliates
to sell substantially all assets to NBTY Acquisition LLC including
the assumption and assignment of certain executory contracts and
unexpired leases.

As reported in the Troubled Company Reporter on June 12, 2008,
NBTY submitted the best and highest bid at an auction for the
purchase of substantially all of its assets on June 9, 2008.

In connection with the auction, NBTY entered into an amended and
restated Asset Purchase Agreement dated June 9, 2008, for the
purchase of substantially all of the assets of the Debtors for
approximately $371 million.

NBTY will be paid $5.75 million break-up fee and expense
reimbursement from the proceeds of the purchase price if the
Debtors terminated the agreement.

The agreement provides for a downward purchase price adjustment if
the amount of actual working capital at the closing is less than
$110 million, and for an upward purchase price adjustment if the
amount of actual working capital at closing is greater than
$110 million.

NBTY expected to consummate the acquisition by no later than
September 2008.

A full-text copy of the final sale order is available for free
at http://ResearchArchives.com/t/s?2dea

                        About NBTY Inc.

NBTY Inc. (NYSE: NTY) -- http://www.NBTY.com/-- manufactures,   
markets and distributes line of quality nutritional supplements in
the United States and throughout the world.  Under a number of
NBTY and third party brands, the company offers over 22,000
products.

                      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.

LEISURE TIME: Case Summary & 14 Unsecured Creditors
---------------------------------------------------
Debtor: Leisure Time Warehouse, Inc.
        75 Lafayette Road
        Hampton, NH 03842

Bankruptcy Case No.: 08-11636

Type of Business: The Debtor is engaged in retail sale of house     
                  furnitures.  
                  See http://www.leisuretimewarehouse.net

Chapter 11 Petition Date: June 10, 2008

Court: District of New Hampshire Live Database (Manchester)

Debtor's Counsel: William S. Gannon, Esq.
                  Email: bgannon@gannonlawfirm.com
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  http://gannonlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

A copy of Leisure Time Warehouse, Inc.'s petition is available for
free at:

      http://bankrupt.com/misc/nhb08-11636.pdf


LE MONDE: Moody's Chips Baa1 Ratings to Ba3 on Six Note Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded and placed on further
possible review for downgrade these notes issued by Le Monde CDO I
PLC:

Class Description: $120,000,000 Class A-1US Variable Funding
Dollar Notes Due 2052

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $80,000,000 and EUR69,500,000 Class A-1R
Redenominatable Floating Rate Notes Due 2052

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $604,250,000 Class A-2US Floating Rate Dollar
Notes Due 2052

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $828,495,000 Class A-2MM-US Floating Rate
Dollar Notes Due 2008

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: EUR360,000,000 Class A-3EU Floating Rate Euro
Notes Due 2052

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $159,180,000 Class A-3MM-US Floating Rate
Dollar Notes Due 2008

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $62,500,000 Class A-4 Floating Rate Dollar
Notes Due 2052

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

Class Description: U.S. $30,750,000 Class B Floating Rate Dollar
Notes Due 2052

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

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


LEONARD JAIGOBIN: Case Summary & 20 Unsec. Creditors
----------------------------------------------------
Debtor: Leonard Jaigobin
        12609 Hill Creek Lane
        Potomac, MD 20854
        dba Bob Trucking Service

Bankruptcy Case No.: 08-17826

Type of Business: The Debtor owns and operates Bob Trucking   
                  Service, which is a trucking business.

Chapter 11 Petition Date: June 12, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Robert K. Goren, Esq.
                  Email: mprieto@gwolaw.com
                  15245 Shady Grove Road
                  Suite 465
                  North Lobby
                  Rockville, MD 20850
                  Tel: (301) 984-6266
                  http://gwolaw.com

Total Assets:   $3,295,410

Total Debts:    $5,402,156

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

      http://bankrupt.com/misc/mdb08-17826.pdf


LIQUIDMETAL TECH: March 31 Balance Sheet Upside-Down by $17.6MM
---------------------------------------------------------------
Liquidmetal Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $19,545,000 in total assets, $36,601,000 in
total liabilities, and $532,000 in minority interests, resulting
in a $17,588,000 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6,931,000 in total current assets
available to pay $19,805,000 in total current liabilities.

The company reported a net loss of $1,825,000 on revenue of
$6,768,000 for the first quarter ended March 31, 2008, compared
with net income of $517,000 on revenue of $5,067,000 in the same
period last year.

The loss from operations decreased to $265,000 during the three
months ended March 31, 2008, compared with loss from operations of
$4,169,000 during the same period last year.  The change was due
to the combined effects of the increase in revenue and a decrease
in total operating expenses.

Change in value of warrants decreased to a gain of $106,000, or 2%
of revenue, for the three months ended March 31, 2008, from a gain
of $3,692,000, or 73% of revenue, for the three months ended
March 31, 2007.  The change in value of warrants consisted of
warrants issued from convertible notes and subordinated notes
funded between 2004 and 2007 primarily as a result of fluctuations
in the company's stock price.

Change in the value of the company's conversion feature liability
from the convertible notes funded between 2004 and 2007 resulted
in a gain of $222,000, or 3% of revenue, during the three months
ended March 31, 2008, from a gain of $4,344,000, or 86% of
revenue, for the three months ended March 31, 2007, primarily as a
result of fluctuations in the company's stock price.

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?2df3

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 5, 2008,
Choi, Kim & Park LLP, in Los Angeles, expressed substantial doubt
about Liquidmetal Technologies Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's significant operating
losses and working capital deficit.

                       About Liquidmetal

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies
Inc. (OTC BB: LQMT) -- http://www.liquidmetal.com/-- together  
with its subsidiaries, develops, manufactures, and sells products
and components made from bulk amorphous alloys worldwide. It
operates in two segments, Liquidmetal Alloy Industrial Coatings
and Bulk Liquidmetal Alloys.


LINENS N THINGS: Wants Court to Appove Leases With Wheels, Inc.
---------------------------------------------------------------
Linens 'n Things and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to approve a
postpetition leasing agreement with Wheels, Inc.

On Oct. 23, 2000, the Debtors entered into a vehicle leasing
agreement with Wheels, for the purpose of leasing vehicles
that they would provide to certain employees as part of the
employee's compensation package.  The Debtors lease the vehicles
for their employees who travel between stores in order to
supervise the store base.  The Original Leasing Agreement was
terminated on April 12, 2008.

On April 15, 2008, the Debtors and Wheels entered into a new
agreement whereby Wheels agreed to continue their leasing
arrangement with them through June 1, 2008.

As a condition precedent to Wheels entering into the postpetition
leasing agreement, the Debtors have agreed to unconditionally
release Wheels from any and all liabilities arising on, prior to
or after the date of the Postpetition Leasing Agreement.  The
release will include any claims, causes of action, or rights of
recovery under Chapter 5 of the Bankruptcy Code and will be
effective upon an order of the Bankruptcy Court approving the
Postpetition Leasing Agreement.

The Debtors and Wheels have agreed to continue their vehicle
leasing arrangement through October 1, 2008.

The Debtors have engaged in discussions with Wheels to negotiate
the terms of the Postpetition Leasing Agreement.  Pursuant to
terms of the Postpetition Leasing Agreement, their payments will
be made in two installments:

   (a) LNT Canada will pay C$25,000 to Wheels Canada and LNT,
       Inc. will pay $95,000 to Wheels Inc.; and

   (b) LNT Canada will pay an additional C$70,000 to Wheels
       Canada and LNT, Inc., will pay an additional $280,000 to
       Wheels Inc.

The payment amounts are estimates, and the Debtors will remain
responsible for all other payment and reimbursement obligations
pursuant to the terms of each individual lease.

Mark D. Collins, Esq., at Richards, Layton, & Finger, P.A., in
Wilmington, Delaware, says that the Postpetition Leasing
Agreement was entered into after arm's-length, good-faith
negotiations between the Debtors and Wheels and should be approved
by the Court in all respects.

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc.--
http://www.lnt.com/--is the second largest specialty retailer
of home textiles, housewares and home accessories in North
America, operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

                     About Linens 'N Things

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

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


LINENS N THINGS: Court Oks Asset Sale as Agreed with Tiger Capital
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Linen 'N Things, Inc., and its affiliated debtors to
conduct the sale of their liquidation assets at the 120 Closing
Stores in accordance with the approved Agency Agreement between
the Debtors, and the appointed liquidation agent, Tiger Capital
Group, LLC, and SB Capital Group, LLC.  

The Court has also ruled that all amounts payable to the Agent
under the Agency Agreement was to be payable to the Agent without
the need for any application or Court order.

A full-text copy of the Agency Agreement is available for free at
http://bankrupt.com/misc/LNT_AgencyAgreement.pdf

Subject to Safety Laws and General Laws, the Debtors and the
Agent were authorized to conduct the Sale, and take all actions
related to it, including advertising the Sale as "store closing,"
"sale on everything," or similar themed sales.  However, the
Court reminded the parties that neither the Debtors nor the Agent
was to advertise the Sale as a "going-out-of-business" sale.

The Court said that all of the transactions contemplated by the
Agency Agreement was to be protected by Section 363(m) of the
Bankruptcy Code, in the event that the order was reversed or
modified on appeal.

Pursuant to Section 363(f) of the Bankruptcy Code, the
Liquidation Assets sold pursuant to the Agency Agreement was to be
sold free and clear of all interests, liens, or claims, with
those Liens, if any, to attach to the Guaranteed Amount.   The
Honorable Christopher S. Sontchi also ruled that except as
specifically set forth in the Sale Guidelines, the Debtors and the
Agent were authorized and empowered to transfer the Liquidation
Assets among the Closing Stores.  He said, however, that Agent
will not be liable for any claims against the Debtors other than
as expressly provided for in the Agency Agreement.

Upon payment of the initial guaranty payment, the Agent will have
a first priority security interest in and lien upon the
merchandise and the proceeds to secure all of the Debtors'
obligations, provided that until payment of the balance of the
Guaranteed Amount, the security interests granted to the Agent
will remain junior to the security interest of the DIP Lenders,
the Indenture Trustee, and the Noteholders, to the extent of the
unpaid portion of the Guaranteed Amount and Expenses.

The Court further ruled that gift certificates, gift cards,
and merchandise credits issued by the Debtors prior to the
commencement of the Sale will be accepted and honored by the
Agent during the Sale term.

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc.--
http://www.lnt.com/--is the second largest specialty retailer
of home textiles, housewares and home accessories in North
America, operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

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


MADILL EQUIPMENTS: Blueprints of Equipment for Auction
------------------------------------------------------
Robert Barron of The Daily News reports that all of Madill
Equipments Manufactures' blueprints and drawings of replacement
parts for its equipment will sold as part of a liquidation process
this summer.

Bill Routley, president of the United Steelworkers Local 1-80,
representing approximately 100 unionized Madill workers in Nanaimo
in Vancouver, learned of the information from Madill's receivers,
Toronto-based RSM Richter, according to the report.

"Madill has been building and selling forestry equipment to
companies all around the world and somebody will have to continue
to provide parts and services for this equipment," Mr. Routley
said, according to the report.

As reported by the Troubled Company Reporter on May 23, 2008, The
Hon. Paul Snyder of the U.S. Bankruptcy Court for the District
of Washington gave Madill Equipment Canada permission to use
senior lenders' cash collateral under chapter 15 bankruptcy.  The
cash collateral secures the Debtor's C$48.7 million obligation to
senior creditors.  According to a report by The Deal, creditors
General Electric Capital Corp., GE Canada Finance Holding Co. and
Bank of Montreal consented to the Debtor's use of their cash
collateral.  The Debtor has been in default since November 2006.

Debtor's counsel, Ragan L. Powers, Esq., at Davis Wright Tremaine
LLP, said that his client wants to dispose of assets under chapter
15, The Deal relates.  The assets to be sold include inventory
amounting to $25.2 million -- $18.5 million in Canada and $6.7
million in the U.S., the report adds.

A court document disclosed that the Debtor has "no reasonable
prospect" of repaying its creditors and is missing payments to
trade creditors, The Deal reveals.

                About Madill Equipment Manufactures

Madill Equipment Manufactures -- http://www.madillequipment.com/   
-- sells, and services logging equipment such as yarders, feller
bunchers, and loaders.  Madill produces heavy equipment
exclusively for the logging industry.  The company's forestry
equipment has been synonymous with rugged reliability in the
Pacific Northwest's coastal and interior logging industry since
the early 1950's.  The company's technologically advanced line of
yarders, loaders, feller bunchers and harvester/processors, are
engineered and manufactured at its 100,000 square foot facility in
Nanaimo, British Columbia, and its 38,000 square foot plant in
Kalama, Washington.  Madill uses outside vendors to sell its goods
in logging regions in New Zealand, Australia, Russia and
Saskatchewan and Ontario.

RSM Richter Inc. was appointed as receiver by the Supreme Court of
British Columbia on April 1, 2008.  On the same date, on behalf of
the Debtor and seven-affiliates, RSM Richter filed chapter 15
petition with the U.S. Bankruptcy Court for the Western District
of Washington.  Prior to the bankruptcy filing, the Debtors were
in default on their senior and junior debts.  Ragan Powers, Esq.,
at David Wright Tremaine LLP represents the Debtor in the U.S.
Bankruptcy Court.  The Debtor listed assets of $10 million to
$50 million and debts of $100 million to $500 million when it
filed for chapter 15.


MAAX HOLDINGS: Affiliate Inks Takeover Deal with Lender Brookfield
------------------------------------------------------------------
MAAX Corporation, a MAAX Holdings Inc.'s subsidiary, entered into
an Asset Purchase Agreement with Brookfield Bridge Lending Fund
Inc., its senior lender, concerning a transaction that will see
Brookfield acquire substantially all of the assets and property of
MAAX Corporation and its affiliates.

The Sale Transaction preserves the MAAX business and ensures its
continuance as a successful competitor in the marketplace.  The
Sale Transaction has these key elements:

   - Brookfield will purchase substantially all of the assets and
     property of the company;
    
   - Brookfield will assume substantially all of the company's
     trade obligations and the continued employment of
     substantially all of the company's employees as set out in
     the Asset Purchase Agreement;
    
   - Brookfield will continue to fulfill the company's obligations
     to its customers and suppliers as set out in the Asset
     Purchase Agreement;
    
   - The purchase price is the amount owing under the company's
     Senior Secured Credit Facility, plus the assumption by
     Brookfield of the assumed liabilities; and
    
   - The Sale Transaction is expected to close within 60 days.

"This transaction will place the MAAX business on a much stronger
financial footing that will enable it to focus on building upon
its competitive position and positive reputation," Paul Golden,
the company's president and CEO.  "It preserves the MAAX business
and ensures its continuance as a successful competitor in the
marketplace."
    
The Sale Transaction will be implemented through a Court-
supervised process.  To that end MAAX has applied for and obtained
today an Order of the Superior Court of the Province of Quebec,
Commercial Division, to initiate proceedings under the Companies'
Creditors Arrangement Act.

                   Sale Hearing Set June 26

These proceedings are limited to the company's operations in
Canada and do not apply to those in the United States or Europe.
The Sale Transaction hearing has been scheduled to approve the
sale of the assets and the business and a vesting order before
the Superior Court of the Province of Quebec, Commercial Division,
and the matter is presentable on Thursday, June 26, 2008 at
9:15 a.m. in Courtroom 16.12, 1 East, Notre-Dame Street, Montreal,
Quebec.
    
This process will not affect the company's day-to-day operations.
MAAX has access to the funding necessary to maintain operations
and the business will continue without disruption during this
period.  As part of the Initial CCAA Order, the Court approved an
amendment to the company's existing credit facilities with
Brookfield that provide MAAX with an additional C$30 million of
available financing.
    
As part of the Sale Transaction, MAAX will continue pay its
suppliers for all goods and services in the ordinary course.
Brookfield is assuming the co-op, rebate, warranty claim and other
provisions of its current customer agreements, and the company
anticipates that these will continue to be honored without
interruption.
    
"Our sales in Canada remain strong," Mr. Golden added.  "We have
plans to continue growing our leadership position and market share
in the United States, and we expect that the completion of the
Sale Transaction will enable MAAX to emerge as a stronger company
for the long term in North America and Europe."

                          About MAAX

Headquartered in Quebec, MAAX Corporation -- http://www.maax.com/  
-- is a North American manufacturer of bathroom products, and spas
for the residential housing market. The company is committed to
offering its customers an enjoyable experience: distinctive,
stylish and innovative products and the best customer service
practices in the industry. MAAX offerings are available through
plumbing wholesalers, bath, and spa specialty boutiques and home
improvement centers.

The corporation employs more than 2,000 people and currently
operates 16 manufacturing facilities and independent distribution
centers throughout North America and Europe.  MAAX Corporation is
a subsidiary of Beauceland Corporation, itself a wholly owned
subsidiary of MAAX Holdings Inc.


MATRIX DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Matrix Development Corporation
        aka Legend Homes
        aka EIN: 93-0604342
        12755 SW 69th Avenue, Suite 100
        Portland, OR 97223

Bankruptcy Case No.: 08-32798

Type of Business: The Debtor is a home developer.

Chapter 11 Petition Date: June 10, 2008

Court: District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: David A. Foraker, Esq.
                  (david.foraker@greenemarkley.com)
                  1515 SW 5th Ave #600
                  Portland, OR 97201
                  Telephone: (503) 295-2668

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

Estimated Debts: $100,000,001 to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Keybank NA                     Bank Loan &           $22,328,250
Mailcode: OR 20-21-0481        Guaranty of
1211 SW 5th Ave # 481          Affiliate Debt
Portland, OR 97204             Collateral Value:
                               $12,890,232
                               Unsecured Amount:
                               $9,438,008

Bank of America NA             Bank Loan,            $16,191,989
121 SW Morrison St.            Line of Credit and
7th Floor                      Guaranty of Former
Portland, OR 97204             Affiliate Debt
                               Collateral Value:
                               $9,778,762
                               Unsecured Amount:
                               $6,413,219

Columbia River Bank            Bank Loans            $16,601,859
Portland Loan                  Collateral Value:
Prod Office                    $11,576,150
5665 Meadows Rd #300           Unsecured Amount:
Lake Oswego, OR 97035          $5,025,709

M&T Mortgage Corp.             Bank Loans and        $15,897,191
                               Guaranty of
                               Affiliate Debt
                               Collateral Value:
                               $1,027,480
                               Unsecured Amount:
                               $14,869,711

First Independent Bank         Bank Loans and        $7,182,682
                               Letter of Creditor
                               Collateral Value:
                               $3,451,895
                               Unsecured Amount:
                               $3,730,787

Fountaincourt HOA & COA        Breach of Contract    $7,106,727
                               Lawsuit

Wells Fargo Bank NA            Bank Loan             $2,910,000
                               Collateral Value:
                               $1,700,000
                               Unsecured Amount:
                               $1,210,000

Key Equipment Finance Inc.     Guaranty of           $1,148,185
                               Affiliate Debt

Parr Lumber Co. Inc.           Trade Debt            $214,124

Ken Leahy                      Trade Debt            $204,347

Salem Painting Co. Inc.        Trade Debt            $145,905

Wolcott Plumbing Inc.          Trade Debt            $104,461

Medallion Ind Inc.             Trade Debt            $96,872

Paulson's Floor Coverings      Trade Debt            $93,357

Northwest Earthmovers Inc.     Trade Debt            $82,205

Tri-County Temp Control Inc.   Trade Debt            $81,424

Whirlpool Corp.                Trade Debt            $76,347

Casserly Landscape Inc.        Trade Debt            $72,787

Hayes Cabinets Inc.            Trade Debt            $68,794

Fettig Construction Inc.       Trade Debt            $65,454


MB SOFTWARE: March 31 Balance Sheet Upside-Down by $321,349
-----------------------------------------------------------
MB Software Corp.'s consolidated balance sheet at March 31, 2008,
showed $1,260,320 in total assets and $1,581,669 in total
liabilities, resulting in a $321,349 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,226,048 in total current assets
available to pay $1,581,669 in total current liabilities.

The company reported a net loss of $353,233 on total revenue of
$63,270 for the first quarter ended March 31, 2008, compared with
a net loss of $173,253 on total revenue of $83,941 in the same
period last year.

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?2dc1

                       Going Concern Doubt

Pritchett, Siler & Hardy, P.C., in Salt Lake City, expressed
substantial doubt about MB Software Corporation's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses, negative working capital, and stockholders'
deficiency.

                        About MB Software

Headquartered in Fort Worth, Texas, MB Software Corporation.
(OTC BB: MBSB) -- http://www.CellerateRX.com/-- markets and  
distributes wound care products to the healthcare market under
patented technology licensed to the company.


MCDERMOTT INTERNATIONAL: Moody's Puts Ba3 Rating Under Review
-------------------------------------------------------------
Moody's Investors Service placed the Ba3 corporate family and B1
probability of default ratings of both McDermott International
Inc. and J Ray McDermott, S.A. under review for possible upgrade.
At the same time, Moody's said it would review for possible
upgrade the B3 universal shelf rating of MDR, the Baa3 senior
secured rating of MDR's subsidiary, Babcock and Wilcox Power
Generation Group, Inc., the Ba2 senior secured debt rating of J
Ray and the B2 senior unsecured revenue bonds backed by McDermott
Inc.

The review of MDR and J Ray's corporate family ratings for upgrade
is prompted by Moody's expectation that end market demand for the
companies main business segments are likely to remain favorable
into the medium term.  Coupled with the their demonstrated ability
to execute on growing backlog levels, Moody's believes MDR and J
Ray are likely to produce continued strong operating results and
sustain recent improvements to key credit metrics which are
currently supportive of a higher rating.  Moody's review will 1)
evaluate the potential that the companies may continue their
growth trajectories given the strong prospects that exist for
offshore oil and gas infrastructure and power generation systems
and services; 2) consider the impact that increasingly larger
contacts may have on margins, cash flows and resource
requirements; and 3) assess the extent to which MDR or J Ray may
pursue organic or acquisition growth initiatives in context of
execution risks and maintenance of their strong liquidity
profiles.

Moody's also said that the evolution of the capital structure of
the group will be a consideration in the rating review, including
the potential amounts or future borrowing needs and the locations
within the organizational structure where future borrowings might
be incurred.  Moreover, Moody's noted that incremental additions
have been made to each of the senior secured revolving credit
facilities of J Ray and BWPGG during the past year while the
amounts of junior ranking unfunded pension liabilities have been
reduced.  The review will consider the degree to which this shift
in relative weighting of the company's capital structure could
adversely impact expected loss for the bank facilities and
potentially limit the rating benefit for these facilities even if
the Corporate Family rating is raised.

On Review for Possible Upgrade:

  -- Issuer: Babcock & Wilcox Power Generation Gr, Inc.
  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently 06 - LGD1

  -- Issuer: Beaver (County of) PA, Industrial Devel Auth
  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently 72 - LGD5

  -- Issuer: J. Ray McDermott, S.A.
  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B1
  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba3
  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently 22 - LGD2

  -- Issuer: McDermott International Inc.
  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B1
  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba3
  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently 88 - LGD5

Outlook Actions:

  -- Issuer: Babcock & Wilcox Power Generation Gr, Inc.
  -- Outlook, Changed To Rating Under Review From Stable

  -- Issuer: J. Ray McDermott, S.A.
  -- Outlook, Changed To Rating Under Review From Positive

  -- Issuer: McDermott International Inc.
  -- Outlook, Changed To Rating Under Review From Stable

McDermott International Inc., headquartered in Houston, Texas, is
an international energy services company that provides
engineering, fabrication, installation and facilities management
services to energy and power companies and to the U.S. government.


MECHANICAL TECH: Posts $3,187,000 Net Loss in 2008 First Quarter
----------------------------------------------------------------
Mechanical Technology Inc. reported a net loss of $3,187,000 on
total revenue of $2,153,000 for the first quarter ended March 31,
2008, compared with a net loss of $3,156,000 on total revenue of
$2,316,000 in the same period last year.

Product revenue in the company's test and measurement  
instrumentation business for 2008 increased by $279,000, or 16.4%,
to $1,980,000 for the three months ended March 31, 2008, from
$1,701,000 for the three months ended March 31, 2007.  The revenue
increase was primarily the result of a $220,000 increase in
commercial aviation sales, coupled with smaller increases in the
company's semiconductor and general dimensional products.

Funded research and development revenue in the company's new
energy business during 2008 decreased by $442,000, or 71.9%, to
$173,000 for the three months ended March 31, 2008, from $615,000
for the three months ended March 31, 2007.  

The decrease in revenue was primarily the result of the completion
of the SAFT America Inc. contract during the first quarter of
2007, which accounted for $418,000 of revenue in 2007.  Revenue
during 2008 for the U.S. Department of Energy contract, which had
its funding reinstated during May 2007, increased by $170,000,
while revenue recognized under the alliance agreement with Samsung
Electronics Co. Ltd., decreased by $194,000 during 2008 over 2007
due to the contract's completion in 2007.

At March 31, 2008, the company's consolidated balance sheet showed
$14,812,000 in total assets, $4,742,000 in total liabilities,
$25,000 in minority interests, and $10,045,000 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?2daf   

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
PricewaterhouseCoopers LLP, in Buffalo, New York, expressed  
substantial doubt about Mechanical Technology 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.  PwC pointed to the company's recurring losses
from operations and net capital deficiency.

The company incurred significant losses as it continued to fund
the direct methanol fuel cell product development and
commercialization programs of its majority owned subsidiary, MTI
MicroFuel Cells Inc., and had an accumulated deficit of
$108,253,000 at March 31, 2008.

                  About Mechanical Technology

Headquartered in Albany, New York, Mechanical Technology Inc.
(Nasdaq: MKTY) -- http://www.mechtech.com/-- is primarily engaged  
in the development and commercialization of Mobion(R) off-the-grid
portable power solutions through its subsidiary MTI MicroFuel
Cells Inc.  MTI Micro has a team of entrepreneurial business
executives, researchers and scientists; a proprietary direct
methanol micro fuel cell power system and a number of system
prototypes demonstrating size reductions and performance
improvements; and related intellectual property.

MTI Micro has received government funding and developed strategic
partnerships to facilitate efforts to achieve commercialization.  
MTI is also engaged in the design, manufacture, and sale of test
and measurement instruments and systems through its subsidiary MTI
Instruments Inc.


MEDICAL SOLUTIONS: March 29 Balance Sheet Upside-Down by $4.1MM
---------------------------------------------------------------
Medical Solutions Management Inc.'s consolidated balance sheet at
March 29, 2008, showed $7,204,179 in total assets and $11,352,765
in total liabilities, resulting in a $4,148,586 total  
stockholders' deficit.

At March 29, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6,997,006 in total current assets
available to pay $10,370,639 in total current liabilities.

The company reported a net loss of $1,628,537 on total revenue of
$1,306,660 for the first quarter ended March 31, 2008, compared
with a net loss of $21,217,668 on total revenue of $731,834 in the
same period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 29, 2008, are available for
free at http://researcharchives.com/t/s?2db1

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 14, 2008,
Boston-based Wolf & Company, P.C., expressed substantial doubt
about Medical Solutions Management Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Dec. 31, 2007.  

The auditing firm reported that the company's losses have resulted
in an accumulated deficit of $153,000,000 as of Dec. 31, 2007,
negative working capital of $2,100,000 and in 2007 operating
activities consumed $7,800,000 of cash.

The company had an accumulated deficit of $155,094,793 as of
March 29, 2008.  Operating activities consumed $2,656,224 in cash
in the three months ended March 29, 2008.  In addition, the
company has negative working capital of $3,373,633 as of March 29,
2008.

                     About Medical Solutions

Headquartered in Marlborough, Massachusetts, Medical Solutions
Management, Inc., (OTC BB: MSMT.OB) -- markets and sells
orthopedic and podiatric durable medical equipments in the United
States.  It enables orthopedic and podiatric practices to dispense
an array of durable medical equipment directly to their patients
during office visits through its turnkey programs.  The company
also provides billing services, inventory management, and
insurance verifications, as well as offers related management
services.


MERITAGE HOMES: Fitch Trims Issuer Default Rating to B+ from BB-
----------------------------------------------------------------
Fitch Ratings has downgraded Meritage Homes Corporation's Issuer
Default Rating and other outstanding debt ratings as:

  -- IDR to 'B+' from 'BB-';
  -- Senior subordinated debt to 'B-/RR6' from 'B'.

Fitch has also affirmed Meritage Homes' senior unsecured debt at
'BB-' and assigned a Recovery Rating of 'RR3'.

The Rating Outlook remains Negative.

The 'RR3' Recovery Rating on Meritage Homes' senior unsecured
debt, including its unsecured revolving credit facility, indicates
good recovery prospects for holders of this debt issue.  Meritage
Homes' exposure to claims made pursuant to performance bonds and
joint venture debt and the possibility that part of these
contingent liabilities would have a claim against the company's
assets were considered in determining the recovery for the
unsecured debt holders.  The 'RR6' on Meritage Homes' preferred
stock indicates poor recovery prospects in a default scenario.  
Fitch applied a liquidation value analysis for these RRs.

The downgrade reflects the current difficult housing environment
and Fitch's expectations that housing activity will be even more
challenging than previously anticipated during the balance of
calendar 2008 and that new home activity will still be on the
decline well into 2009.  The anemic economy and impaired mortgage
markets are, of course, contributing to the housing shortfall.  
The ratings changes also reflect negative trends in Meritage
Homes' operating margins, further deterioration in credit metrics
and erosion in tangible net worth from non-cash real estate
charges.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity, gross and net new order activity, debt levels
and free cash flow trends and uses.

Ratings for are based on Meritage Homes' conservative land
policies and geographic and product line diversity.  Meritage
Homes has been an active consolidator in the homebuilding industry
which has led to above average growth during the seven years
concluding 2005, but had kept leverage levels somewhat higher than
its peers until the past few years.  Management has also exhibited
an ability to quickly and successfully integrate its acquisitions.  
In any case, now that Meritage Homes has reached current scale
there may be relatively less use of acquisitions going forward and
acquisitions are likely to be smaller relative to the company's
current size.

Meritage Homes' sales are reasonably dispersed among its 12
metropolitan markets within six states.  Meritage Homes is
positioned in six of the ten largest single family markets in the
country (Los Angeles, Phoenix/Mesa, Dallas/Ft. Worth, Houston, Las
Vegas, Orlando).  Typically, about 70-75% of home deliveries are
to first and second time trade up buyers, 10-15% to entry level
buyers, 5% are to luxury home buyers and 5-10% to active adult
(retiree) buyers.

Meritage employs conservative land and construction strategies.
Meritage Homes typically options or purchases land only after
necessary entitlements have been obtained so that development or
construction may begin as market conditions dictate. Meritage
Homes extensively uses lot options. The use of non-specific
performance rolling options gives Meritage Homes the ability to
renegotiate price/terms or void the option which limits down side
risk in market downturns and provides the opportunity to hold land
with minimal investment. As of March 30, 2008, 60% of its lots
were controlled through options - a higher percentage than almost
all other public builders. Total lots, including those owned, were
approximately 24,591 at March 31, 2008. This represents a 3.4 year
supply of total lots controlled and 1.4 year supply of owned land
based on trailing 12 months deliveries.

Meritage Homes has ample liquidity with $26.1 million of cash and
$377 million of borrowing availability under its $800 million
revolving credit facility which matures in May 2011. In April
2008, Meritage further improved its liquidity with the closing of
a public offering of 4,297,544 shares of common stock at $20.50
per share with net proceeds of $83.3 million. The company plans to
use the proceeds from this offering for working capital and other
general corporate purposes.


MERRILL LYNCH TRUST: Fitch Puts Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Merrill Lynch Mortgage Trust 2008-C1, commercial mortgage pass-
through certificates are rated by Fitch Ratings as:

  -- $18,179,000 class A-1 'AAA';
  -- $55,593,000 class A-2 'AAA';
  -- $65,593,000 class A-3 'AAA';
  -- $32,365,000 class A-SB 'AAA';
  -- $326,361,000 class A-4 'AAA';
  -- $43,777,000 class A1-A 'AAA';
  -- $122,270,000 class A1-AF 'AAA';
  -- $71,156,000 class A-M 'AAA';
  -- $6,254,000 class A-MA 'AAA';
  -- $17,467,000 class AM-AF 'AAA';
  -- $41,805,000 class A-J 'AAA';
  -- $3,675,000 class A-JA 'AAA';
  -- $10,263,000 class AJ-AF 'AAA';
  -- $10,673,000 privately placed class B 'AA+';
  -- $11,860,000 privately placed class C 'AA';
  -- $8,302,000 privately placed class D 'AA-';
  -- $8,301,000 privately placed class E 'A+;'
  -- $9,488,000 privately placed class F 'A';
  -- $9,488,000 privately placed class G 'A-';
  -- $10,674,000 privately placed class H 'BBB+';
  -- $11,859,000 privately placed class J 'BBB';
  -- $10,674,000 privately placed class K 'BBB-';
  -- $8,302,000 privately placed class L 'BB+'
  -- $3,558,000 privately placed class M 'BB';
  -- $3,557,000 privately placed class N 'BB-';
  -- $3,558,000 privately placed class P 'B+';
  -- $2,372,000 privately placed class Q 'B';
  -- $3,558,000 privately placed class S 'B-';
  -- $17,790,134 privately placed class T 'NR';
  -- 948,772,134 notional amount and interest only class X 'AAA'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 92
fixed rate loans having an aggregate principal balance of
approximately $948,772,134, as of the cutoff date.


MIDDLETON DOLL: Posts $799,145 Net Loss in 2008 First Quarter
-------------------------------------------------------------
The Middleton Doll Company reported a total net loss for the three
months ended March 31, 2008, of $799,145, compared to a net loss
of $847,675 for the three months ended March 31, 2007.

Net sales for the three months ended March 31, 2008, increased 12%
to $2,436,405 from $2,177,551 for the three months ended March 31,
2007.

At March 31, 2008, the company's consolidated balance sheet showed
$12,345,361 in total assets and $10,090,900 in total liabilities,
and $2,254,461 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?2d0c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
Virchow, Krause & Company, LLP, in Milwaukee, Wis., expressed
substantial doubt about The Middleton Doll Company's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses and operating cash outflows.

                     About The Middleton Doll

Based in Waukesha, Wis., The Middleton Doll Company (OTC BB: DOLL)
-- http://www.leemiddleton.com/-- and its subsidiaries engage in  
the design, distribution, and marketing of collectible and play
dolls, as well as clocks and home decor products in the United
States.  It markets its products through a network of dealers and
national retailers.


MISTRAL PHARMA: To Ask for Lenders' Consent for Sale of Assets
--------------------------------------------------------------
Mistral Pharma Inc. filed a notice of intention to make a proposal
to its creditors under the Bankruptcy and Insolvency Act.  The
corporation filed the notice in order to facilitate ongoing
negotiations concerning the terms and conditions of purchase
offers for its business and assets it has received from potential
buyers.

If agreed upon, it is intended that the purchase offers will be
part of the corporation's proposal and will be subject to a vote
at a meeting of its creditors to be held at a date to be
determined.  

The corporation has retained the firm of Demers Beaulne to act as
trustee in bankruptcy.

In the meantime, the corporation will benefit from a complete stay
with regards to debt payments and to any possible creditor's
proceedings.

In order to be accepted, the corporation's proposal will need to
be approved by creditors representing the majority in number and
at least 66.66% in value of the corporation's debt.

                     About Mistral Pharma Inc.

Headquartered in Quebec, Canada, Mistral Pharma Inc. (TSX
VENTURE:MIP) -- http://www.mistralpharma.com/-- is a  
pharmaceutical company engaged in scientific research and
development to develop and commercialize drugs, which incorporate
oral controlled-delivery technologies.  The company is active in
the reformulation and the commercialization of already-marketed
drugs.  Mistral uses its controlled release technologies in order
to improve the efficacy, safety or dosing schedule of drugs.

                         Notice of Default

As reported in the Troubled Company Reporter on June 5, 2008,
Mistral Pharma received a notice of default and a notice to
enforce security from MMV Financial Inc., a senior secured
creditor of the company.

Pursuant to a credit agreement announced on Oct. 16, 2006,
Mistral obtained a $1.5 million secured loan from MMV.  As per
the notice of default received, MMV requests the immediate payment
of $1.3 million, on the basis that Mistral has failed to effect
a principal and interest payment due on May 31, 2008.

As per the notice to enforce security, MMV advised the corporation
that it reserves its rights to enforce its security, which can be
effected only after the expiry of the 10-day period following the
transmission of MMV's notice.

Mistral's financial position does not allow it to effect the
payment of $1.3 million as requested by MMV.


MRS FIELDS: Moody's Cuts Caa2 Rating to C on Likely Default
-----------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
rating of Mrs. Fields Famous Brands to C from Caa2.  The rating
outlook remains negative.

The downgrade of PDR to C reflects the company's heightened
probability of default in the near term as the company has entered
a binding restructuring term sheet with a majority of its senior
secured notes creditors to pursue:

     (1) a restructuring plan (subject to creditors' approval) of
         its outstanding $196M senior secured notes in exchange of
         $90 million cash, $50 million proposed new notes to be
         offered with similar interest rate and 87.5% of to be
         issued new equity of the company; and/or

     (2) a pre-packaged Chapter 11 filing.  Either outcome of the
         proposed restructuring plan will fit Moody's definition
         for "default".  Therefore, a PDR of "C" has been assigned
         to reflect the imminently high default risk.

Subsequent to Mrs. Fields' completion of the proposed notes
exchange or a filing for a Chapter 11, its PDR could likely be
downgraded to "D".

This rating was affected:

  -- Probability of default rating downgraded to C from Caa2

These ratings were unchanged:

  -- Corporate family rating - Caa3
  -- The $115 million senior secured notes maturing in 2011 - Caa3
  -- The $80.75 million senior secured notes maturing in 2011 -
     Caa3

The loss given default estimates on the senior secured notes were
adjusted to LGD2(34%) from LGD3(66%) to reflect the expected
recovery from the exchange plan, which is a more likely scenario
per Moody's view at this time.

Headquartered in Salt Lake City, Utah, Mrs. Fields franchised and
licensed 1,278 baked goods and frozen yogurt retail locations
under the brand names "Mrs. Fields" and "TCBY" at March 29, 2008.  
Total revenues for last twelve months ending March 2008 were
approximately $99 million.


MTR GAMING: Moody's Junks Rating on 9% Senior Subordinated Notes
----------------------------------------------------------------
Moody's downgraded the corporate family rating and probability of
default rating of MTR Gaming Group Inc. to B2 from B1.  It also
downgraded the rating of the 9% senior subordinated notes due 2012
to Caa1 from B3 and confirmed the B2 rating of the 9.75% senior
unsecured Notes due 2010.  The outlook is stable.  These ratings
actions conclude the review for possible downgrade, which was
initiated on April 4, 2008.

The ratings downgrade is based on (1) Moody's expectation that
going forward MTR's financial profile will remain commensurate
with a B2 corporate family rating, (2) the significant competitive
challenges in the near to intermediate term, which could hurt the
company's operating performance, and (3) MTR's constrained
liquidity due to limited availability under the revolver and some
financial covenant tightness in Moody's opinion.  The confirmation
of the senior unsecured notes rating reflects the reduction of
senior secured debt in the capital structure and the improved loss
given default assessment for the senior unsecured debt.

While the rating agency expects an improvement of MTR's financial
condition in the near term, the company's metrics should remain in
line with the expectations for a B2 corporate family rating,
considering the company's future challenges.  Moody's expects the
already strong competitive pressures to intensify going forward
with the planned addition of slot capacity in Pennsylvania in
2009.  Further, the company's liquidity is currently constrained
by high borrowings under its senior secured revolver and the
limited cushion under a financial covenant in Moody's opinion.

The stable outlook reflects Moody's expectation that MTR will meet
its financial covenants in the near term and that total
debt/EBITDA will reduce to below 6 times by the end of 2008.

Ratings downgraded:

  -- Corporate family rating to B2 from B1
  -- Probability of default rating to B2 from B1
  -- Senior subordinated notes to Caa1 from B3 (LGD assessment
     revised to LGD5/87% from LGD5/88%)

Rating confirmed:

  -- B2 senior unsecured notes (LGD assessment revised to LGD4/55%
     from LGD4/60%)

MTR, through its subsidiaries, owns and operates Mountaineer
Casino, Racetrack & Resort in Chester, West Virginia; Presque Isle
Downs & Casino in Erie, Pennsylvania and Scioto Downs in Columbus,
Ohio.  The company also owns a 90% interest in Jackson Harness
Raceway in Jackson, Michigan, and a 50% interest in the North
Metro Harness Initiative LLC, which operates Running Aces Harness
Park in Minneapolis, Minnesota.  MTR reported net revenues of
$429.9 million in FYE 2007.


MSCI INC: S&P Lifts Rating to BB After Strong Operating Trends
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based MSCI Inc. to 'BB' from 'BB-',
following continued strong operating trends and financial metrics.  
The outlook is stable.
     
At the same time, Standard & Poor's raised its issue-level rating
on MSCI's $500 million senior secured credit facility to 'BBB-'
from 'BB+'.  The recovery rating remains unchanged at '1',
indicating the expectation for very high (90% to 100%) recovery in
the event of a payment default.  The senior secured credit
facility consists of a $200 million term loan A, a $225 million
term loan B, and a $75 million revolving credit facility.
     
"The rating on MSCI reflects a short track record of performing at
current levels, the maintenance of current balance sheet strength,
and some reliance on the market asset valuation of the
international and equity markets," said Standard & Poor's credit
analyst David Tsui.  "These factors are offset partially by the
company's leading market share in its addressable markets and a
predictable and recurring revenue stream."
     
MSCI is the market leader in providing both international equity
indices and equity portfolio analytics.  It has a global client
reach of about 2,150 subscribers to its equity index products and
about 900 subscribers to its equity portfolio analytics products
worldwide as of Nov. 30, 2007.
     
Operating lease-adjusted debt to EBITDA was 2.6x as of the quarter
ended Feb. 29, 2008, down from about 3.2x immediately after the
IPO in November 2007.


MW JOHNSON: Case Summary & 39 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: M.W. Johnson Construction, Inc.
             17645 Juniper Path, Ste. 100
             Lakeville, MN 55044

Bankruptcy Case No.: 08-32874

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        M.W. Johnson Construction of Florida, Inc. 08-32876

Type of Business: The Debtors are custom homebuilder.  See
                  http://www.mwjohnson.com/

Chapter 11 Petition Date: June 13, 2008

Court: District of Minnesota (St. Paul)

Judge: Robert J. Kressel

Debtors' Counsel: Michael L. Meyer, Esq.
                  Ravich Meyer Kirkman McGrath Nauman
                  Email: mlmeyer@ravichmeyer.com
                  4545 IDS Center
                  80 South Eighth St.
                  Mineapolis, MN 55402
                  Tel: (612) 317-4745
                  Fax: (612) 332-8302
                  http://ravichmeyer.com

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

A. M.W. Johnson Construction, Inc's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Pyramid Enterprises, Inc.      siding                $1,171,592
Attn: Mick Gergen
23231 Logan Way
Lakeville, MN 55044
Tel: (952) 469-6743

Richard K. Hocking, P.A.       legal services        $600,000
10657 165th St. W.
Lakeville, MN 55044
Tel: (952) 432-8129

Wenzel Plumbing & Heating,     plumbing              $359,592
Inc.
Attn: Fred Hanson
1710 Alexander Rd.
Eagan, MN 55121
Tel: (651) 452-1565

Abbey Decorating Center        flooring              $317,086
Attn: Dave Tieben
6808 151st St. W.
Apple Valley, MN 55124
Tel: (952) 891-5100

Stewart Plumbing, Inc.         plumbing              $251,139
Attn: Scott Stewart
13025 George Weber Dr., Ste. 1
Rogers, MN 55374
Tel: (763) 428-1833

B&S Drywall, Inc.              drywall               $211,473

Lyman Lumber                   lumber                $204,689

Bernco, Inc.                   millwork              $192,457

Cabinet Plus More, Inc.        cabinets              $173,936

Beck Drywall, Inc.             drywall               $109,384

Dan Stanton Masonry, Inc.      brick & stone         $98,871

Slate Cement, Inc.             cement                $98,675

Pro Temp, Inc.                 heating, ventilation  $90,636
                               & air conditioning

Fabyanske Westra & Hart, PA    legal services        $90,165

Horizon Contractors, Inc.      heating, ventilation  $87,208
                               & air conditioning

Stabner Electric, Inc.         electric              $86,499

Builders Carpet, Inc.          flooring              $80,977

Advantage Home Insulation,     insulation            $80,325
Inc.

Sears Commercial One           appliances            $79,747

Bob Killian Electric Co.       electric              $71,919

B. M.W. Johnson Construction of Florida, Inc's 19 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cabinets Plus, Inc.            cabinets              $268,998
Attn: Phil
1056-g N.E. Pineisland Rd.
Cape Coral, FL 33915
Tel: (239) 574-7020

Saucedo Construction, Inc.     drywall & framing     $233,637
Attn: Paco                     & stucco
4030 sunflower Circle E.
Labelle, FL 33935
Tel: (239) 247-4973

D Peck Roofing, Inc.           roofing               $204,612
Attn: Dave
2990 Cargo St.
Ft. Myers, Fl 33916
Tel: (239) 489-2200

Sears Commercial One           appliances            $197,264

Modern Tile & Carpet, Inc.     flooring              $180,795

Cypress Plumbing S.W. Florida  plumbing              $176,467

D&E Concrete & Masonry, Inc.   concrete & drive      $172,789

Thompkins Contracting, Inc.    excavating & culverts $134,744

Performance Air of S.W.        heating & air         $84,075
Florida, Inc.                  conditioning

Southern Tradition Landscape   landscaping           $78,834

Lawson Industries, Inc.        windows               $69,916

Douglas E. Moff                truss labor           $56,964

Suncoast Contractors Supply    trim                  $54,326

Amarals Aluminum, Inc.         soffit, facia,        $53,597
                               screened enclosures

V&I Drywall & Stucco, Inc.     drywall               $51,730

Artesian Pool Construciton     pools                 $50,969

TCI Sod & Landscaping, LLC     landscaping           $45,682

Culligan Water                 water softeners       $36,086

Devin O'Connell Doors          garage doors          $35,281


NEOMEDIA TECH: March 31 Balance Sheet Upside-Down by $69,494,000
----------------------------------------------------------------
NeoMedia Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $11,326,000 in total assets and $80,820,000
in total liabilities, resulting in a $69,494,000 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $656,000 in total current assets
available to pay $80,820,000 in total currrent liabilities.

The company reported net income of $3,593,000 on revenues of
$264,000 for the first quarter ended March 31, 2008, compared with
a net loss of $11,497,000 on revenue of $399,000 in the same
period last year.

Net income from continuing operations increased to $4,038,000 for
the three months ended March 31, 2008, from a net loss from
continuing operations of $8,924,000 for the three months ended
March 31, 2007.  This increase is primarily due to a gain from
change in fair value of derivative financial instruments,
decreased interest expense related to the company's convertible
debt, decreased stock-based compensation and decreased general and
administrative costs during the current period compared to the
prior period.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2de5

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008,
Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about NeoMedia 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
said the company has suffered recurring losses from operations and
has ongoing requirements for additional capital investment.

                   About NeoMedia Technologies

Based in Atlanta, Georgia, NeoMedia Technologies (OTC BB: NEOM)
-- http://www.neom.com/-- provides internet advertising solutions  
using wireless technologies to connect traditional print and
broadcast media companies to active mobile content.  


NEWARK GROUP: S&P Lowers Corporate Credit Rating to B from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Cranford, New Jersey-based The Newark Group Inc.  S&P lowered the
corporate credit rating to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications, where they were placed on
April 2, 2008.
     
"The downgrade and continued CreditWatch listing reflect our
assessment that Newark Group's operating performance will continue
to suffer for at least the next several quarters because of
difficult industry conditions," said Standard & Poor's credit
analyst Andy Sookram.  These include higher input costs and
challenging prospects for price increases due to the downturn in
the U.S. economy.  As a result, S&P expect earnings to decline
further, causing a material weakening of credit metrics and a
heightened risk that the company may violate its senior leverage
covenant in its bank credit facility in the near term.  The
company's senior leverage ratio at Jan. 31, 2008, was
approximately 2.3x, compared with the maximum permitted under the
covenant of 3.0x.  This cushion is likely to materially contract
in the near term given the difficult operating conditions.
     
In resolving its CreditWatch listing, S&P will review the
company's operating trends, price initiatives, financial
projections, liquidity, and ability to maintain compliance with
its financial covenants.


NEXSTAR BROADCASTING: Amends Executive Employment Agreements
------------------------------------------------------------
Nexstar Broadcasting Group, Inc., with authority from the
Compensation Committee, entered into an amendment and restatement
of its Executive Employment Agreement with Brian Jones, who became
Executive Vice President and Co-Chief Operating Officer effective
June 1, 2008.  The initial term of the Jones Employment Agreement
ends May 31, 2013, with automatic renewal provided for successive
one-year periods, subject to earlier termination under specified
circumstances.

Mr. Jones will receive an annual base salary of:

        Period                         Base Salary
        ------                         -----------
        June 1, 2008 - May 31, 2009       $340,000

        June 1, 2009 - May 31, 2010       $350,000

        June 1, 2010 - May 31, 2011       $360,000

        June 1, 2011 - May 31, 2012       $370,000

        After June 1, 2012                $380,000

In addition, Mr. Jones will be eligible to receive an annual bonus
in the amounts and on the dates based on, among other things,
whether the company achieved the budgeted revenue and profit goals
established for such fiscal year.

   * After the 2008 fiscal year - $170,000

   * After the 2009 fiscal year - $175,000

   * After the 2010 fiscal year - $180,000

   * After the 2011 fiscal year - $185,000

   * After the 2012 fiscal year - $190,000

The Jones Employment Agreement provides that the amount of
compensation payable to Mr. Jones in the event of termination of
his employment upon:

   (i) certain specified change of control transactions,

  (ii) termination by the company other than for "cause" or

(iii) termination by Mr. Jones with "good reason" will be equal
       to the Base Salary which would otherwise be due Mr. Jones
       for a period of one year after the date of such
       termination, in addition to all accrued and unpaid Base
       Salary due Mr. Jones and an amount in respect of all
       accrued but unutilized vacation time as of such date.

In addition, the company will also continue to provide coverage
under any medical insurance plan available in which Mr. Jones was
a participant at the time of termination.

Under the Jones Employment Agreement, Mr. Jones will not be
allowed to compete with the company and its business during his
employment with the company or for a one-year period.

            Amended Employment Agreement with Mr. Busch

Pursuant to authorization from the compensation committee, the
company entered into an amendment and restatement of the Executive
Employment Agreement with Timothy A. Busch, who served as
Executive Vice President and Co-Chief Operating Officer effective
on and as of June 1, 2008.  The term of the Busch Employment
Agreement ends May 31, 2013, with automatic renewal provided for
successive one-year periods, subject to earlier termination under
specified circumstances.

Mr. Busch will receive an annual Base Salary of:

          Period                          Base Salary
          ------                          -----------
          June 1, 2008 - May 31, 2009        $340,000

          June 1, 2009 - May 31, 2010        $350,000

          June 1, 2010 - May 31, 2011        $360,000

          June 1, 2011 - May 31, 2012        $370,000

          After June 1, 2012                 $380,000

In addition, Mr. Busch will be eligible to receive an annual bonus
in the amounts and on the dates based on, among other things,
whether the company achieved the budgeted revenue and profit goals
established for such fiscal year.

   * After the 2008 fiscal year - $170,000

   * After the 2009 fiscal year - $175,000

   * After the 2010 fiscal year - $180,000

   * After the 2011 fiscal year - $185,000

   * After the 2012 fiscal year - $190,000

The Busch Employment Agreement provides that the amount of
compensation payable to Mr. Busch in the event of termination of
his employment upon:

   (i) certain specified change of control transactions,
  
  (ii) termination by the Company other than for "cause" or

(iii) termination by Mr. Busch with "good reason" will be equal
       to the Base Salary which would otherwise be due Mr. Busch
       for a period of one year after the date of such
       termination, in addition to all accrued and unpaid Base
       Salary due Mr. Busch and an amount in respect of all
       accrued but unutilized vacation time as of such date.  In
       addition, the company will also continue to provide
       coverage under any medical insurance plan available in
       which Mr. Busch was a participant at the time of
       termination.

Under the Busch Employment Agreement, Mr. Busch will not be
allowed to compete with the company and its business during his
employment with the company or for a one-year period.

                   About Nexstar Broadcasting

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(Nasdaq: NXST) -- http://www.nexstar.tv/-- currently owns,   
operates, programs or provides sales and other services to 50
television stations in 29 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama and New York.  Nexstar's television
station group includes affiliates of NBC, CBS, ABC, FOX,
MyNetworkTV and The CW and reaches approximately 8.25% of all U.S.
television households.

At March 31, 2008, the company's consolidated balance sheet showed
$748.3 million in total assets and $852.3 million in total
liabilities, resulting in a $104.0 million total stockholders'
deficit.

                          *     *     *

As reported in the Troubled Company Reporter on April 15, 2008,
Standard & Poor's Ratings Services placed its ratings on Nexstar
Broadcasting Group Inc., including the 'B' corporate credit
rating, on CreditWatch with negative implications.


PACIFIC LUMBER: SCOPAC Asks Court Authority to Use Cash Collateral
------------------------------------------------------------------
In light of its recent request for a postpetition financing from
Lehman Commercial Paper Inc., Scotia Pacific Company seeks the
authority of the U.S. Bankruptcy Court for the Southern District
of Texas to use the cash collateral of its Prepetition Lenders and
Prepetition Noteholders.

Prior to the Petition Date, Scopac issued about $800 million in
secured timber notes pursuant to an Indenture dated July 1998,
The Bank of New York N.A. serves as successor indenture trustee
under the 1998 Indenture.  Simultaneously, in July 1998, Scopac
borrowed under a renewable line of credit from Bank of America
NT&SA and certain other lenders, to finance interest payments due
on the Timber Notes.

To note, pursuant to a Court-approved stipulation, the
Prepetition Lenders and the Indenture Trustee have consented to
Scopac's use of their cash collateral, including a Scheduled
Amortization Reserve Account, through June 27, 2008.  "[However,]
. . . only a small fraction of [the SAR] funds remains available
under current market conditions.  About $21.5 million of the
funds in the SAR Account consist of auction rate securities,"
Kathryn A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, elaborates.

Scopac is also uncertain, Ms. Coleman adds, of Pacific Lumber
Company's ability to continue purchasing logs under a long-
standing business arrangement between the parties.

Scopac asserts that it needs cash to ensure that it can fund its
ongoing operations, Thus, Scopac seeks access to the Prepetition
Cash Collateral.

Scopac has yet to deliver to the Court a budget to reflect its
proposed use of the Prepetition Cash Collateral.

To secure its obligations under the Scopac Line of Credit and the
Timber Notes Indenture, Scopac seek to grant to the Prepetition
Lenders and Prepetition Noteholders adequate protection of their
interests in the Prepetition Collateral in an amount equal to the
aggregate diminution in value of those interests after the
Petition Date, including:

   (i) a valid, enforceable, perfected replacement security
       interest in and lien on all the collateral securing the
       Prepetition Indenture; and

  (ii) allowed superpriority claims as provided in Section 507(b)
       of the Bankruptcy Code.

                     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. 62;
http://bankrupt.com/newsstand/or 215/945-7000).  


PERFORMANCE TRANS: Black Diamond Joins Calls for PTS Liquidation
----------------------------------------------------------------
Black Diamond Commercial Finance, L.L.C., agent for the
Performance Transportation Inc. and its debtor-affiliates'
postpetition secured lenders, asks the U.S. Bankruptcy Court for
the Western District of New York to immediately convert the
Debtors' Chapter 11 cases to Chapter 7.

As reported yesterday in the Troubled Company Reporter Diana G.
Adams, the United States Trustee for Region 2, asked the
Court to convert the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code or dismiss the Chapter 11 cases,
saying that the Debtors have operated at substantial and
continuing loss and diminution of the estate and have no
reasonable likelihood of rehabilitation under Chapter 11.

As reported in the Troubled Company Reporter on June 5, 2008,
the CIT Group/Business Credit, Inc. and Bayerische Hypo-und
Vereinsbank AG, New York Branch, as the revolving loan lenders
under the First Lien Credit and Guaranty Agreement of the Debtors,
had earlier asked the Court to convert the Debtors' jointly
administered Chapter 11 cases to cases under Chapter 7, to avoid
any further an unnecessary erosion of the Revolving Loan Lenders'
collateral by paying for going concern business expenses for a
failed business.

William J. Brown, Esq., at Phillips Lytle LLP, in Buffalo, New
York, asserts the Court should convert the bankruptcy cases
because the Debtors have no liquidity to continue operations due
to the occurrence of the default under the DIP Facility, the
termination of the revolving commitment under the DIP Facility,
and the Debtors' inability to use cash collateral.  He tells the
Court that, if the bankruptcy cases are not promptly converted,
the Debtors will continue to incur Chapter 11 administrative
costs related to the continued operation of their businesses, but
will have no ability to pay the costs.

Mr. Brown says the union employees' strike, which according to
him is illegal, and its effect on the Debtors' businesses have
effectively destroyed the Debtors and caused severe and
significant damage to their estates.  Black Diamond has been
informed by the Debtors that their main customers have moved
their business to other alternatives to minimize the damages to
them caused by the Teamsters' strike, and that even if the
illegal strike were to end immediately, it is impracticable to
recover the business under a reasonable time-frame, without the
incurrence of material additional losses and funding of
additional capital by Black Diamond well-above the incremental
$2,500,000, committed to under the most recent DIP Amendment,
Mr. Brown further says.

The Debtors' business is experiencing a substantial or continuing
loss and the Debtors' estates are diminishing, Mr. Brown adds.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  (Performance
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).



PHYTOMEDICAL TECH: Posts $753,334 Net Loss in 2008 First Quarter
----------------------------------------------------------------
PhytoMedical Technologies Inc. reported a net loss of $753,334 for
the first quarter ended March 31, 2008, compared with a net loss
of $799,363 in the same period last year.

he Company had no revenues in the three months ended March 31,
2008 and March 31, 2007, and has yet to establish any history of
profitable operations.

At March 31, 2008, the company's consolidated balance sheet showed
$1,428,119 in total assets, $953,904 in total liabilities, and
$474,215 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?2dfb

                       Going Concern Doubt

Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about PhytoMedical Technologies Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm reported that the company has
experienced recurring losses from operations since inception, and
has a substantial accumulated deficit.

                 About PhytoMedical Technologies

Headquartered in Princeton, New Jersey, PhytoMedical Technologies
Inc. (OTC BB: PYTO; FWB: ET6) -- http://www.PhytoMedical.com--  
together with its wholly owned subsidiaries, is a pharmaceutical
company focused on research, development and commercialization of
pharmaceutical products.


PLATINUM PROPERTIES: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Platinum Properties Real Estate & Manage
        330 K. Street
        San Diego, CA 92101

Bankruptcy Case No.: 08-05198

Chapter 11 Petition Date: June 11, 2008

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Joseph J. Rego, Esq.
                  Email: jjrego2@msn.com
                  4019 Park Blvd.
                  San Diego, CA 92103
                  Tel: (619) 293-0310

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

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

      http://bankrupt.com/misc/casb08-05198.pdf


PROPEX INC: Wants Court Approval on Mac Bridger Separation Pact
---------------------------------------------------------------
Out of an abundance of caution, Propex Inc. and its debtor-
affiliates seek permission from the U.S. Bankruptcy Court for the
Eastern District of Tennessee to enter into a Separation Agreement
with Mac Bridger.

Mr. Bridger resigned as the Debtors' executive vice president for
worldwide sales and marketing, effective as of May 9, 2008.  The
Debtors relate that they contemplate eliminating the position Mr.
Bridger held.

Henry J. Kaim, Esq., at King & Spalding, LLP, in Houston, Texas,
tells the Court that in order to effectuate an orderly transition
in their business operations, the Debtors are finalizing a
separation agreement with Mr. Bridger.

The salient terms of the Separation Agreement are:

   * Mr. Bridger will be subject to a non-compete provision, and
     will waive any and all claims he has against the Debtors and
     their bankruptcy estates.  

   * The Debtors will provide three months severance to Mr.
     Bridger.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROPEX INC: Wants Court Nod on Alto Business Sale to Lumite Inc.
----------------------------------------------------------------
Propex Inc. and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Eastern District of Tennessee to
sell their Alto Business to Lumite, subject to higher and better
bids.  The Debtors also seek the Court's authority to assume and
assign certain assumed contracts and Chapter 11 licenses, pursuant
to
Section 365 of the Bankruptcy Code.

The debtors are engaged in the manufacture and sale of fabrics for
trampolines, swimming pool covers, industrial filtration, D.E.
filtration, and miscellaneous government requirements at their
manufacturing facility in Alto, Georgia.

Prior to the Petition Date, the Debtors began scrutinizing their
business operations in order to identify any asset or property
that do not fit into their long-term business strategy, Mark W.
Wege, Esq., at King & Spalding, LLP, in Houston, Texas, relates.  
Upon evaluation, the Debtors determined it best to sell their
Alto Business.  The Debtors maintain that the contemplated Sale
would permit them to monetize the Alto Business for distribution
to their creditors, and would facilitate a successful
reorganization for them.

As a result of their marketing efforts, the Debtors received
offers from two potential purchasers.  One offer was subsequently
withdrawn, and the other offer was from Lumite, Inc., a domestic
fabric converting company.  Lumite is 50% owned by Thrace
Plastics Co. S.A., a Greek company engaged in the production and
trade of plastics, textiles and packaging materials primarily
throughout Europe.

The Debtors and Lumite subsequently executed an asset purchase
agreement dated June 4, 2008, for the sale of the Debtors' Alto
Business, on an "as is, where is" basis.

The salient terms of the Lumite APA are:

   (a) The Debtors will sell to Lumite their Alto Business,
       including all real property and improvements in the Alto
       manufacturing facility, machinery and equipment,
       inventory, related contracts and leases, customer orders,
       and purchase orders from vendors.

   (b) Subject to a post-closing working capital adjustment,
       Lumite will pay the Debtors $3,100,000 for the Alto
       Business at closing:

        (1) $1,000,000 will be in cash in immediately available
            funds; and

        (2) Lumite will issue to the Debtors a secured promissory
            note for an original principal amount of $2,100,000.

   (c) The Secured Note (i) accrues interest at "prime rate" plus
       3%, to be determined and applied on a quarterly basis, and
       (ii) is payable in three equal installments of principal
       for $700,000, which are due on each of the first three
       anniversaries of the issue date.

   (d) Lumite will assume certain of the Debtors' liabilities,
       including:

       -- cure payments under assumed contracts;

       -- all liabilities for accrued vacation due to employees
          of the Alto Business as of closing;

       -- all liabilities for severance due to certain employees
          of the Alto Business;

       -- all applicable transfer taxes; and

       -- certain pro-rated costs, expenses and liabilities.  

The third parties to the Contracts to be assumed under the
proposed sale are Cut-N-Care Lawn Service, Waste Management,
Inc., AAA Scales and Systems, Inc., Material Handling, Inc.,
Smith Cleaning of South Hall, Inc. and Norfolk Southern Railway
Company.

A full-text copy of the Lumite Purchase Agreement is available
for free at http://bankrupt.com/misc/PROPEX_LumiteAPA.pdf

Mr. Wege clarifies that although the Debtors are not proposing a
formal auction process for their Alto Business, the Lumite APA is
subject to higher or better offers, at any time through the
conclusion of a sale hearing.  The APA will, therefore, be
"tested" in the marketplace so as to ensure that the Debtors'
estates realize the maximum value for their Alto Business, he
says.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROVIDENT AMERICAN: A.M. Best Holds D(Poor) Fin'l Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of
D(Poor) and issuer credit rating of "c" of Provident American
Insurance Company.  The outlook for both ratings is negative.

Subsequently, A.M. Best has withdrawn the ratings and assigned a
category NR-4 (company request) to Provident American in response
to management's request that the company be removed from A.M.
Best's interactive rating process.

The ratings reflect Provident American's weak risk-adjusted
capital position along with the low absolute level of capital as
the company operates in run off.  This is despite consistent
capital support from its parent, Sonic Financial Corp.  The weak
capital position is primarily due to substantial net operating
losses over the last five-year period in its core and ancillary
lines of business.  A.M. Best expects these operating losses to
continue for the foreseeable future and believes that Provident
American does not have the ability to meet its policyholder
obligations going forward without the capital support from its
parent.



QUAKER FABRIC: Has Until June 18 to File Chapter 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended the exclusive periods of Quaker Fabric Corporation and
its debtor-affiliates to file a Chapter 11 plan until June 18,
2008, and solicit acceptances of that plan until Aug. 18, 2008,
Bloomberg News reports.

As reported in the Troubled Company Reporter on May 23, 2008,
Joseph M. Barry, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, said the Debtors together with the
Official Committee of Unsecured Creditors is working out the final
issues of a proposed joint Chapter 11 liquidating plan.

The extension of the exclusive plan filing period, which expired
on May 19, 2008, proved to short to allow both parties to craft
and document a plan, Mr. Barry asserted.  For the benefit of their
creditors, he said the Debtors need more time to put the last
touches of the proposed plan and resolve a few remaining issues
in these cases.

                      About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


RAVENNA ALUMINUM: Selling Substantially All Assets on June 26
-------------------------------------------------------------
Ravenna Aluminum Foundries is selling substantially all its assets
-- including three manufacturing facilities, two additional
parcels and all equipment within the facilities -- subject to
bigger and better offers, on June 26, 2008, 10:00 a.m., Eastern
Standard Time.

The auction will be held at 5159 S. Prospect St., Ravenna, Ohio.

For more information on the terms and condition of the sale,
parties may contact Robert Cohen, Receiver at
bcohen@cebtrusgroup.com.

Headquartered in Ravenna, Ohio, Ravenna Aluminum Foundries --
http://www.fsigroup.com/-- is a manufacturer of aluminum castings  
for customers in a variety of industries.  Established in 1987,
the company has permanent mold process at two casting facilities
in Northeast Ohio, FSI can meet your high or low-volume part
production needs.


RISKMETRICS GROUP: S&P Holds Ratings and Revises Outlook to Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New York
City-based RiskMetrics Group Holdings LLC to positive from stable
as a result of favorable operating trends and improved debt
leverage.  At the same time, S&P affirmed the ratings on the
company, including the 'B+' corporate credit rating.
     
"The rating reflects RiskMetrics Group's narrow business profile,
short operating track record at its current revenue and
profitability levels, and high leverage," said Standard & Poor's
credit analyst David Tsui.  "These factors are offset partially by
favorable business segment growth and a predictable and recurring
revenue stream stemming from high renewal rates and subscription-
based revenues."
     
Leverage has improved significantly, with operating lease-adjusted
debt to EBITDA at about 3.8x on March 31, 2008, down from 7.7x in
December 2006.  Cash generated from operations is expected to be
used for small tuck-in acquisitions.


RITE AID: Moody's Rates $350 Million Sr. Secured Term Loan 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD2, 24%) rating to
Rite Aid Corporation's new $350 million senior secured term loan
tranche 2 due 2014 and a B3 (LGD4, 52%) rating to its new
$425 million senior secured notes due 2016.  The company's
existing long-term debt ratings were affirmed.  Rite-Aid has a
negative rating outlook and an SGL-4 speculative grade liquidity
rating.

Proceeds from the debt issuance will be used to repay its 8.125%
senior secured notes due 2010, 7.5% senior secured notes due 2015,
and 9.25% senior notes due 2013.  Moody's will withdraw the
ratings on these notes upon their repayment.

The repayment of the 8.125% senior secured notes due 2010 and the
7.5% senior secured notes due 2015 notes will eliminate the lien
limitation on the company's $1.75 billion senior secured credit
facility, giving the company about $270 million in additional
availability under the revolver.  However, while the elimination
of the lien limitation provides the company with additional
external liquidity, Rite Aid's B3 ratings continue to reflect the
company's weak credit metrics along with our expectation that its
internal free cash flow will likely remain negative thus making
the company heavily reliant on its external sources of liquidity.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania, is
the third largest domestic drug store chain with 5,059 stores in
31 states and the District of Columbia.  On June 4, 2007, the
company completed its acquisition of the U.S. operations,
comprised of 1856 Eckerd and Brooks stores, from Jean Coutu Group
Inc.  Revenues in FY08 amounted to $24.3 billion.


SCOTTISH RE: Selling International Life Reinsurance for $71.2MM
---------------------------------------------------------------
Scottish Re Group Limited and Pacific Life Insurance Company
disclosed that a definitive agreement has been signed whereby
Pacific LifeCorp, the parent company of Pacific Life, will
purchase the International Life Reinsurance segment of Scottish Re
Group Limited.  The purchase price is $71.2 million, subject to
certain potential downward adjustments.

Other terms of the purchase agreement were not disclosed.  The
transaction is subject to regulatory approvals and other customary
closing conditions, both of which are expected to be achieved
during the third quarter of 2008.

The new operation, to be called Pacific Life Re, provides
reinsurance solutions to insurance and annuity providers in the
United Kingdom and Ireland and to insurers in selected markets in
Asia.  

"The purchase of Scottish Re's international business is a great
opportunity for Pacific Life," Jim Morris, Pacific Life's
chairman, president and CEO, said.  "Scottish Re's international
business has great growth potential and this transaction provides
Pacific Life a practical way to access the growing UK and Asian
markets.  I am very impressed with the current management team and
believe that their expertise, with the support of Pacific Life,
will allow us to realize the growth potential that exists."

Through this purchase, Pacific LifeCorp will acquire these assets:

   * Scottish Re Limited (SRL), a London-based life reinsurer;
   * Scottish Re Holdings Limited, the holding company of Scottish
     Re Limited;
   * International segment business written by Scottish Annuity &
     Life Insurance Company (Cayman) Ltd. together with certain
     business retroceded within the Scottish Re group; and
   * the staff and physical assets based in Singapore and Japan.

"The sale of the International Life Reinsurance segment is a
positive outcome for Scottish Re and is consistent with the
revised strategic direction that we announced in February of this
year, George Zippel, president & CEO of Scottish Re Group Limited,
commented.  "Under Pacific Life's ownership, David Howell and his
talented team of professionals will have the opportunity to
provide significant value to clients and deliver strong financial
results to Pacific Life.  We wish the entire Pacific Life Re team
all the best."

As part of the agreement, the current management of the acquired
companies will remain intact.  Pacific Life Re, which will report
to Mary Ann Brown, Pacific Life's senior vice president of
corporate development, will be headed by David Howell and an
executive team of 7 professionals with a combined 160 years of
insurance and reinsurance experience in the UK, Canada, and Asia.

The executive team will comprise:

   * David Howell, FSA - chief executive officer
   * Warren Copp - chief underwriter
   * Duncan Hayward, ACA - chief financial officer
   * David Heeney, FIA - chief marketing officer, UK and Ireland
   * Andrew Linfoot, FIAA - regional director, Asia
   * Steve Nuttall, FIA - chief pricing officer
   * George Scott, Solicitor - legal counsel and chief risk
                               officer
   * Jerry Staffurth, FIA - chief actuary

The headquarters of Pacific Life Re will remain in London, with
approximately 80 employees in the UK and 15 employees in Singapore
and Tokyo.

"This transaction is excellent news for our business and for our
clients," David Howell, future CEO of Pacific Life Re, said.
"Pacific Life has an outstanding reputation for corporate
excellence, customer focus, and financial strength and we are
delighted to be joining such a highly-regarded company.  The
formation of Pacific Life Re will create exciting growth
opportunities for our newly combined businesses and will provide
our clients with the confidence and security they seek from a
market-leading reinsurance partner."

             About Pacific LifeCorp and Pacific Life

Pacific LifeCorp, the parent company of Pacific Life --
http://www.PacificLife.com/-- is founded in 1868.  Pacific Life  
provides life insurance products, individual annuities, and mutual
funds, and offers a variety of investment products and services to
individuals, businesses, and pension plans.  Pacific Life counts
more than half of the 100 largest U.S. companies as clients.

                        About Scottish Re

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a       
life reinsurance specialist.  Scottish Re has operating businesses
in Bermuda, Ireland, Singapore, the United Kingdom and the United
States.  Its flagship operating subsidiaries include Scottish
Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re (U.S.)
Inc., and Scottish Re Limited.

As of Sept. 30, 2007, the company's consolidated balance sheet
showed $13.372 billion in total assets, $11.939 billion in total
liabilities, $7.4 million in minority interest, $555.9 million in
convertible cumulative participating preferred shares, and
$869.3 million in total shareholders' equity.


SCOTTISH RE: Moody's to Review Caa3 Preferred Stock Rating
----------------------------------------------------------
Moody's Investors Service has downgraded the insurance financial
strength rating of Scottish Annuity & Life Insurance Company Ltd.
to B3 from Ba3.  Moody's also placed the ratings of Scottish Re
Group Limited on review with direction uncertain--it had
previously been on review for possible downgrade.  The ratings
review impacts the company's debt and preferred stock ratings
(Caa3 preferred stock), the Ba3 IFS rating of Scottish Re (U.S.),
Inc. and the B3 IFS rating of SALIC.  The rating agency said
change in the ratings review indicates the possibility that
Scottish Re's ratings could now be downgraded, upgraded or
confirmed depending on the future developments at Scottish Re.

On April 4, 2008, Scottish Re announced that it intends to explore
the sale of its Life Reinsurance North American Segment.  
Previously, management had announced its intention to pursue
dispositions of its International Life Reinsurance Segment and its
Wealth Management Business.

Moody's stated that the downgrade of SALIC reflects the belief
that policyholders at Scottish Re (U.S.) are in a better position
than creditors at SALIC, primarily because SALIC has limited
available assets.  According to Scott Robinson, Moody's Vice
President and Senior Credit Officer, "SALIC's most material asset
is Scottish Re (U.S.), and in our opinion, the success of the
sales process will have a material impact on creditors at SALIC."  
During its review, the rating agency will monitor the company's
progress in selling its Life Reinsurance North American Segment,
as well as any actions taken by creditors or regulators.

Recently, Scottish Re signed a definitive agreement with Pacific
Life to sell its International Life Reinsurance Segment for
$71.2 million.  According to Robinson, "While this is a positive
development, its financial impact is not material, and the sale of
Scottish Re (U.S.) is the critical determinant of the company's
ratings."  He added that while creditors will take available
actions as needed to protect their financial interests, we believe
that as a group, creditors at SALIC are motivated to encourage an
efficient and expedient sales process.

The company delayed the filing of its 10k in order to evaluate the
other-than-temporary impairment charges to be included in its
consolidated GAAP financials.  According to Robinson, "The
magnitude of the company's subprime and Alt-A exposure, especially
to recent year vintages, makes them susceptible to potentially
substantial losses."  As of the end of the third quarter 2007,
Scottish Re had approximately $3.0 billion of subprime ABS and
Alt-A holdings, which represented 27% of its total investment
portfolio.

These ratings were downgraded and placed on review with direction
uncertain:

  -- Scottish Annuity & Life Insurance Company Ltd.: IFS rating to
     B3 from Ba3

  -- Premium Asset Trust Series 2004-4: Senior Secured rating to
     B3 from Ba3

  -- Stingray Pass-Through Certificates (based on IFS rating of
     SALIC): to B3 from Ba3

These ratings were placed on review with direction uncertain:

  -- Scottish Re Group Limited: senior unsecured shelf of (P)Caa1;
     subordinate shelf of (P)Caa2; junior subordinate shelf of
     (P)Caa2; preferred stock of Caa3; and preferred stock shelf
     of (P)Caa3

  -- Scottish Holdings Statutory Trust II: preferred stock shelf
     of (P)Caa2

  -- Scottish Holdings Statutory Trust III: preferred stock shelf
     of (P)Caa2

  -- Scottish Re (U.S.), Inc.: Insurance Financial Strength of Ba3

On March 11, 2008, Moody's downgraded the insurance financial
strength and debt ratings of Scottish Re Group Limited and
subsidiaries.  The downgrade was primarily driven by their change
in strategic focus in response to business challenges it faces in
writing new business.  This was partially caused by market
conditions and its substantial exposure to subprime and Alt-A
investments.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda.  On September 30,
2007, Scottish Re reported total assets of $13.4 billion and
shareholders' equity of $869 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


SCOTTISH RE: A.M. Best Chips Ratings and Keeps it Under Review
--------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to
C+(Marginal) from B-(Fair) and issuer credit ratings to "b-" from
"bb-" of the primary operating insurance subsidiaries of Scottish
Re Group Limited.  Concurrently, A.M. Best has downgraded the ICR
to "cc" from "ccc+" and the various debt ratings of Scottish Re.  
The ratings remain under review with negative implications.

Scottish Re Limited's ratings are unchanged; however, the ratings
remain under review and the implications have been revised to
developing from negative.

Subsequent to the April 11, 2008 rating downgrades, A.M. Best is
still concerned with a continued lack of clarity with respect to
Scottish Re's financial strength position, underpinned by its
ongoing inability to publicly disclose reliable market values of
certain assets within various special purpose vehicles.  Moreover,
Scottish Re's third quarter 2007 10Q has been deemed unreliable as
noted in its May 2008 8-K, and has postponed the filing of its
2007 Form 10-K, which A.M. Best believes primarily is due to
Scottish Re's inability to complete the evaluation of mark-to-
market valuations and other than temporary impairments in the
carrying value of its available for sale securities.

The continued volatility associated with the mortgage-backed
securities market is expected to result in additional
delinquencies and losses, increasing uncertainty surrounding the
ultimate impact of investment write-downs on Scottish Re, its
subsidiaries and SPVs such as Ballantyne Re plc, which could
result in an additional negative impact on Scottish Re's
consolidated balance sheet, triggering possible default on its
debt and/or possible insurance department regulatory intervention.

The downgrades also reflect the continued uncertainty as to the
effectiveness of the remediation actions put in place to mitigate
the company's disclosed material weakness in its internal control
over financial reporting as of Sept. 30, 2007.

A.M. Best favorably views the recent announcement that Pacific
LifeCorp, the parent company of Pacific Life Insurance Company,
will purchase Scottish Re Limited.  Scottish Re had previously
announced plans to pursue the disposition of non-core business
lines such as its international operations.  While a definitive
price for the acquisition will be determined based upon various
valuation concerns and contractual obligations, the added
liquidity to Scottish Re may offer it some additional, albeit
limited, financial flexibility.

A.M. Best notes that Scottish Re remains heavily dependent upon
off-shore securitizations to provide collateral support for its
Regulation XXX reserves.  Scottish Re previously announced a
binding letter of intent with ING America Insurance Holdings Inc.
and its affiliates, in which a pro-rata portion of business ceded
to Ballantyne would be recaptured.  The transaction would allow
Scottish Re (U.S.) Inc. to continue to receive full NAIC reserve
credit for insurance business ceded to Ballantyne.  Erosion in the
value of the large position in subprime and Alt-A loans held by
Ballantyne would further deplete the capital held within this
structure.

As further deficiency develops, Scottish Re's operating
subsidiaries may be required to pledge additional assets to secure
reserve credit outside of the securitization structure.  A.M. Best
believes Scottish Re would face significant challenges in raising
additional capital or securing letters of credit at this time.

The ratings will remain under review while A.M. Best gets further
clarity on the performance of the company's subprime and Alt-A
mortgage-backed portfolios and assesses the impact of the ING
transaction and the revised strategy on Scottish Re's balance
sheet.  In addition, A.M. Best will monitor the disposition of
Scottish Re Limited and its overall impact to the financial
strength of Scottish Re.

The FSR has been downgraded to C+(Marginal) from B-(Fair) and ICRs
to "b-" from "bb-" for these primary operating subsidiaries of
Scottish Re Group Limited:

  --  Scottish Annuity & Life Insurance Company (Cayman) Ltd.
  --  Scottish Re (U.S.), Inc.
  --  Scottish Re Life Corporation
  --  Orkney Re, Inc.

The ICR has been downgraded to "cc" from "ccc+" for Scottish Re
Group Limited.

These debt ratings have been downgraded:

Scottish Re Group Limited
  --  to "d" from "ccc-" on $125 million non-cumulative preferred
      shares

Stingray Pass-Though Trust
  --  to "b-" from "bb-" on $325 million 5.902% senior secured
      pass-through certificates, due 2012

These indicative ratings have been downgraded:

Scottish Re Group Limited
  --  to "cc" from "ccc+" on senior unsecured debt
  --  to "cc" from "ccc" on subordinated debt
  --  to "c" from "ccc-" on preferred stock

  --  Scottish Holdings Statutory Trust II and III
  --  to "c" from "ccc" on preferred securities


SIRIUS SATELLITE: Senate Gauges Planned Merger with XM Satellite
----------------------------------------------------------------
Sirius Satellite Radio Inc.'s proposed merger with XM Satellite
Radio Holdings Inc. is getting more static from Washington, The
Wall Street Journal reports.

WSJ points out that the planned merger has been the subject of
several congressional hearings. Senator Herb Kohl of the Judiciary
Committee, opposes it. Other lawmakers have asked the Federal
Communications Commission to impose conditions on the merger.  
Sens. Claire McCaskill and Olympia Snowe have said the merged
entity must divest up to half of its combined radio airwaves, WSJ
relates.

WSJ adds that Sen. Sam Brownback has requested for an unedited
copy of a May 27 letter to the FCC from a group of subscribers who
oppose the merger.  A revised version of the letter hints that XM
and Sirius haven't complied with FCC requirements that their
receivers be interoperable, WSJ notes.

WSJ states that the unredacted portions of the letter that Sen.
Brownback is seeking access to, contain confidential data that are
under FCC protection.  

According to WSJ, the deal was approved with no conditions by the
Justice Department earlier this year and it awaits FCC approval.
None of the committees that have examined the merger have the
authority to stop it, WSJ says.  

Investors, WSJ indicates, have been growing impatient with the
15-month approval process.

FCC Chairman Kevin Martin, WSJ says, wants to complete action on
the deal before the end of June, but he said last week that his
timetable might slip.

              About XM Satellite Radio Holdings Inc.

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite    
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

At March 31, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.7 billion in total liabilities,
$60.2 million in minority interest, resulting in a $1.1 billion
total stockholders' deficit.

                     About SIRIUS Satellite

Headquartered in New York, SIRIUS Satellite Radio Inc. (Nasdaq:
SIRI) http://www.sirius.com/-- provides satellite radio services   
in the United States.  

The company offers over 130 channels to its subscribers,69
channels of commercial-free music and 65 channels of sports, news,
talk, entertainment, data and weather.

Subscribers receive the company's service through SIRIUS radios,
which are sold by automakers, consumer electronics retailers,
mobile audio dealers and through the company's website.

As of March 31, 2008, SIRIUS radios were available as a factory
and dealer-installed option in 125 vehicle models and as a dealer
only-installed option in 29 vehicle models.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Standard & Poor's Ratings Services revised the CreditWatch
implications of the ratings on Sirius Satellite Radio Inc.
(CCC+/Watch Developing/--) to developing from positive.  S&P
originally placed the ratings on CreditWatch, with positive
implications, on Feb. 20, 2007, based on the company's definitive
agreement to an all-stock "merger of equals" with XM
Satellite Radio Holdings Inc. (CCC+/Watch Developing/--).


SMITHFIELD FOODS: Moody's Reviews Ratings for Possible Cut
----------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the long-term ratings of Smithfield Foods, Inc.,
including the company's Ba2 corporate family rating and Ba2
probability of default rating.  This action was based Moody's
expectation that credit metrics will remain inconsistent with the
rating category, despite the anticipated receipt of proceeds from
the pending sale of Smithfield's beef business, given worsening
returns in the hog production business and higher than anticipated
debt balances at fiscal year end April 27, 2008.

The company's speculative grade liquidity rating was lowered to
SGL-4 from SGL-3, reflecting Moody's concern that poor
profitability will result in even heavier reliance on external
sources of financing and that Smithfield will be challenged to
meet its bank covenants.

Ratings placed under review for possible downgrade:

  -- Corporate family rating at Ba2
  -- Probability of default rating at Ba2
  -- Senior unsecured debt at Ba3

Rating lowered:

  -- Speculative Grade Liquidity Rating to SGL-4 from SGL-3

Smithfield's reported debt rose by about $277 million in the
recent fourth fiscal quarter, to approximately $3.9 billion, as
the company's hog production business incurred an operating loss
of $129 million.  Live hog prices, averaging $42 per hundredweight
in the quarter, significantly trailed cash raising costs of
$54 per hundredweight.  While the company is making progress in
meeting its plan to reduce its U.S. sow herd by 4% to 5%,
significant improvement in hog production returns is not likely in
the near term, in Moody's view.

Smithfield has agreed to sell its beef processing and cattle
feeding operation to JBS S.A. for initial proceeds of $565 million
in cash, subject to regulatory and other approvals.  Live cattle
owned by Smithfield and its Five Rivers joint venture are excluded
from the transaction.  Proceeds to Smithfield from the liquidation
of cattle over about 12 months following the transaction are
likely to exceed $200 million, after payment of joint venture
debt.  In total, cash proceeds to Smithfield could exceed
$750 million.

This inflow, which Moody's anticipates will be applied to debt
reduction, will improve financial flexibility.  However, credit
metrics post transaction may not be appropriate for Smithfield's
current rating if pre-transaction debt levels continue to grow
and/or profit margins deteriorate as a consequence of hog
production operating losses.

Smithfield's speculative grade liquidity rating of SGL-4 reflects
Moody's expectation that the company will rely heavily on its
external sources of cash in order to cover capital expenditures,
working capital requirements, and scheduled debt maturities until
profit margins improve.  Smithfield's $1.275 billion domestic
revolving credit expires in August 2010, and all but 16% of its
Euro 300 million revolving credit expires in August 2010.  
Headroom under financial covenants is quite limited due to weak
operating performance.  International assets are generally
unencumbered, and the company's bank facility permits the
establishment of an accounts receivable facility for up to 5% of
total assets.

Moody's review will focus on (1) whether credit metrics (which
today meet our criteria for a downgrade) over the near to
intermediate term could improve to levels better than those
previously articulated as exerting downward pressure on the
rating; (2) the likely returns in the hog production business over
time; (3) the company's plans to bolster sales and earnings in
pork products and international operations; and (4) financial
flexibility in terms of external sources of liquidity and covenant
cushion.

Smithfield Foods, headquartered in Smithfield, Virginia, is the
world's largest pork producer and processor and the fifth largest
US beef processor.  Sales for the twelve months ended April 27,
2008, excluding the revenues of the discontinued beef business,
exceeded $11.3 billion.


SOLAR COSMETIC: Gets Final OK to Use KeyBank's $2.4 Mil. Facility
-----------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for
the Southern District of Florida authorized Solar Cosmetic Labs
Inc. to obtain, on a final basis, up to $2,400,000 debtor-in-
possession financing from KeyBank National Association, as lender.

The Debtors owe $26,663,322 in prepetition debt -- including
interests, fees, costs and expenses -- to KeyBank, which is
comprised of:

   i) a $26,343,042 in revolving loans, and

  ii) a $320,280 in face amount of outstanding prepetition letter
      of credit obligation, as of the Debtors' bankruptcy filing.

Judge Isicoff also authorized the Debtors to use KeyBank's cash
collateral.

The DIP agreement is subject to a $100,000 carve-out for
payment to professional advisors to the Debtors or the committee.  
The agreement contains customary and appropriate events of
defaults.  Any portion of the proceeds of the DIP facility will
not be used to investigate or prosecute claims against the lender.

The Debtors tell the Court that they have the urgent need for
cash to provide working capital to operate their businesses.  The
absence of cash could bring harm to the Debtors and their estate.

To secure their DIP obligations, KeyBank will be granted
superpriority claims and priming lien on all collateral pursuant
to Section 364(d) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 14, 2008,
The DIP facility carries a base rate plus 3%, with a default rate
of plus 3%.  The loan is set to mature by Nov. 30, 2008, or upon
liquidation of the Debtor's remaining properties.

The Debtor defaulted on a $26,200,000 debt owed to Keybank and
defaulted on a $38,800,000 senior subordinated note before it went
bankrupt.  Part of the KeyBank debt was repaid after the Debtor
sold some of its assets, including a plant, bought by EGM Holdings
Group LLC for $5,800,000.

As previously reported in the Troubled Company Reporter, the
Debtors have obtained $1,900,000 in revolving credit facility from
KeyBank NA to fund the Debtors during their bankruptcy cases.

Dornbusch Family Trust LP, New Capital Partners LP and Vigour
Holdings SA Trust each holds 10% stake in Solar Cosmetic.  Fujian
Shuangfei of Fujian, China, holds a $1,430,000 claim against
Solar Cosmetic.

                      About Solar Cosmetic

Headquartered in Miami Gardens, Florida, Solar Cosmetic
Labs Inc. -- http://www.solarcosmetics.com/-- and --     
http://www.bodyandearth.com/-- manufactures, markets and sells     
perfumes, cosmetics, and other toilet preparations.  The company
and Solar Packaging Corp. filed chapter 11 petition on May 6, 2008
(Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  Judge Laurel
Isicoff presides the case.  Peter E. Shapiro, Esq., at Shutts &
Bowen LLP, represents the Debtors in their restructuring efforts.  
The U.S. Trustee for Region 21 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  The Committee
selected Jeffrey Bast, P.A., as its counsel in this cases.

As reported in the Troubled Company Reporter on June 2, 2008
the Debtors' summary of schedules filed with the Court showed
total assets of $13,925,425 and total debts of $50,928,780.


SOLAR COSMETIC: Case Conversion Hearing Scheduled on June 23
------------------------------------------------------------
Laurel M. Isicoff of the United States Bankruptcy Court for the
Southern District of Florida will convene a hearing on June 23,
2008, at 1:30 p.m., to determine whether to convert the Chapter 11  
cases of Solar Cosmetic Labs Inc. and Solar Packaging Corp. to
liquidation proceedings under Chapter 7 or, to the possible
extent, dismiss their cases.

The hearing will take place at 51 S.W. First Avenue Room 1409 in
Miami, Florida.

As reported in the Troubled Company Reporter on June 6, 2008,
the Committee contended that certain provisions of the debtor-in-
possession financing entered with Key Bank National Association
are defective.  The Committee pointed out that the agreement
allows the bank to get security interest and superiority claims in
the proceeds of the Debtors' bankruptcy avoidance actions that
violates the provisions under Chapter 11 of the Bankruptcy Code.

In addition, the agreement has unreasonable termination provisions
with 2-3 days to cure certain defaults, which enable the bank to
terminate the agreement without court order, the Committee added.

The Committee alleged that the agreement will allow the bank to
take control in the liquidation of its collateral, which will
result in the reduction of the Debtor's prepetition debt with
the bank.  The Debtors have sold most of their assets and is
identifying a qualified purchaser for their remaining assets at
present.

Furthermore, the bank has refused to agree to a carve-out under
the agreement for the benefit of the Debtors' unsecured creditors,
the Committee relates.  The absence of funding will limit the
Committee's ability to investigate any potential causes of action
against the bank.

Due to minimal income arising from prepetition sale of their
assets which indicates continuing loss of the Debtors' estate, the
possibility of an effective reorganization is impossible, the
Committee asserted.

                      About Solar Cosmetic

Headquartered in Miami Gardens, Florida, Solar Cosmetic
Labs Inc. -- http://www.solarcosmetics.com/-- and --     
http://www.bodyandearth.com/-- manufactures, markets and sells     
perfumes, cosmetics, and other toilet preparations.  The company
and Solar Packaging Corp. filed chapter 11 petition on May 6, 2008
(Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  Judge Laurel
Isicoff presides the case.  Peter E. Shapiro, Esq., at Shutts &
Bowen LLP, represents the Debtors in their restructuring efforts.  
The U.S. Trustee for Region 21 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  The Committee
selected Jeffrey Bast, P.A., as its counsel in this cases.

As reported in the Troubled Company Reporter on June 2, 2008
the Debtors' summary of schedules filed with the Court showed
total assets of $13,925,425 and total debts of $50,928,780.


SPACEHAB INC: Finalizes NASA Pact for Market, Job Openings
----------------------------------------------------------
SPACEHAB, Inc., finalized a Space Act Agreement with the National
Aeronautics and Space Administration for use of the International
Space Station, a designated U.S. National Laboratory, for
research, development and industrial processing purposes.  This
agreement marks the beginning of SPACEHAB's new subsidiary
BioSpace Technologies, Inc. as one of the first commercial
entities to have access to the International Space Station's
national laboratory and can now process valuable products in space
to be commercialized on earth.

The company has been pursuing an agreement with NASA to develop
and produce a multitude of products utilizing a microgravity
environment since NASA's Announcement of Opportunity in late 2007.  
This finalized agreement specifies that NASA will provide SPACEHAB
with flight opportunities on the space shuttle for the remaining
assembly phase of the ISS, as well as appropriate on-orbit ISS
resources during both the pre- and post-assembly phases.  In
return, SPACEHAB will provide NASA with ISS Operational Reports
and Finding Reports on the research and development conducted
under this agreement.

"The finalization of this agreement unlocks an entirely new market
for us," Thomas Pickens III, chairman and chief executive officer
of SPACEHAB, Inc., said.  "The ability to utilize the unique
microgravity environment for industrial processing purposes is
expected to revolutionize a myriad of industries.  We believe the
utilization of the ISS as a national lab will have a significant
social and economic impact and shows great promise of saving lives
and providing thousands of new jobs in the coming years."

                   About SPACEHAB Incorporated

Headquartered in Webster, Texas, SPACEHAB Inc. (Nasdaq: SPAB) --
http://www.spacehab.com/-- offers space access and payload   
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.

                       Going Concern Doubt

PMB Helin Donovan LLP in Houston, Texas, expressed substantial
doubt about Spacehab Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
reported that the company has sustained recurring losses and
negative cash flow from operations.  


SUN-TIMES MEDIA: Polar Amasses 13.4% Stake for South Pole Fund
--------------------------------------------------------------
Polar Securities Inc., and its related affiliates Polar Capital
Corporation and John Paul Sabourin have acquired additional shares
of Sun-Times Media Group Inc. common stock on behalf of South Pole
Capital Master Fund and South Pole Capital LP.

According to a regulatory filing with the U.S. Securities and
Exchange Commission, the PSI Entities purchased Sun-Media shares
in two separate transactions on June 4, 2008.  The PSI Entities
paid $0.4239 and $0.4239 a share, respectively.

According to the filing, the PSI Entities may be deemed to
beneficially own 8,768,163 shares -- or roughly 13.4% -- of the
outstanding shares of Sun-Media common stock.

PSI acts as investment manager to South Pole Capital Master Fund
and South Pole Capital LP.  PSI is a wholly owned subsidiary of
Polar Financial Corp., a company incorporated under the laws of
Ontario, Canada, which is controlled by Polar Capital.  Mr.
Sabourin is the chairman of PSI.

The PSI Entities own directly 0 shares of the Securities,
according to the SEC filing.  The securities are held by South
Pole Capital Master Fund and South Pole Capital LP, the filing
said.

The PSI Entities also disclaim beneficial ownership of the
securities. In May 2008, Sun-Times Media agreed to revised terms
of a settlement resolving its various disputes and litigation with
its controlling stockholder, Hollinger Inc., and Hollinger's
largest secured noteholder, Davidson Kempner Capital Management
LLC.

Hollinger holds 19.6% stake in Sun-Media, according to a
regulatory filing in May.

The Revised Settlement modifies the terms of a March 25, 2008
settlement between Sun-Times Media and Hollinger.  The Revised
Settlement is embodied in a Term Sheet and is subject to approval
in Ontario under the Companies'Creditors Arrangement Act (Canada).

Under the Revised Settlement, there will be a complete release of
claims between the parties and the elimination of the voting
control by Hollinger of the Company through conversion on a one-
for-one basis of Sun-Times Class B shares to Class A shares.

Sun-Times will issue 1,499,000 new Class A shares to Hollinger
upon Court Approval, and will receive reimbursement from Hollinger
of the company's legal fees incurred in connection with
Hollinger's CCAA proceedings from August 1, 2007, to the present,
subject to an overall cap of $2 million, rather than the
previously agreed cap of $1 million.

Hollinger has agreed to vote its Class B shares at the scheduled
meeting of Sun-Times' stockholders on June 17, 2008, in support of
the election of a slate of candidates for election to the
Company's Board of Directors selected by the Company's current
Board of Directors.  Upon the later of Court Approval or
immediately following the stockholders meeting, each of William
Aziz, Brent Baird, Albrecht Bellstedt, Peter Dey, Edward Hannah
and Wesley Voorheis -- the six directors appointed to the
Company's Board of Directors by Hollinger in August 2007 -- will
submit their resignations from the Company's Board of
Directors.

                 About Sun-Times Media Group

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is dedicated to being the  
premier source of local news and information for the greater
Chicago area.  Its media properties include the Chicago Sun-Times
and Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B) --
http://www.hollingerinc.com/-- which owns approximately  
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

As reported in the Troubled Company Reporter on April 3, 2008,
Sun-Times Media Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $791.6 million in total assets and
$866.6 million in total liabilities, resulting in a total
stockholders' deficit of $75.0 million.

  
SUNG CHUNG: Voluntary Chapter 11 Petition
-----------------------------------------
Debtors: Sung Cheul Chung
         Lahn Mee Chung
         3722 Browns Point Blvd NE
         Tacoma, WA 98422

Bankruptcy Case No.: 08-42746

Chapter 11 Petition Date: June 11, 2008

Court: Western District of Washington (Tacoma)

Judge: Philip H. Brandt

Debtor's Counsel: Noel P. Shillito, Esq.
                  Shillito & Giske PS
                  1919 N Pearl St Ste C2
                  Tacoma, WA 98406
                  Phone: 253-572-4388
                  E-mail: shillito@callatg.com

Total Assets: $8,045,822

Total Debts:  $6,404,181

A copy of the Debtor's petition with a list of its largest
unsecured creditors is available for free at
http://bankrupt.com/misc/wwd08-42746.pdf


SUPERIOR OFFSHORE: Sells SAT3 System to Cal Dive for $12 Million
----------------------------------------------------------------
The Hon. Wesley W. Steen of the United States Bankruptcy Court
for the Southern District of Texas approved the sale of Superior
Offshore International Inc.'s SAT3 System to Cal Dive
International Inc. for $12,000,000.

The Court held that the sale is in the best interest of the
Debtor's estate and its creditors.  It will be made free and clear
of all liens and interest including all ad valorem tax liens and
any maritime, carriage or other liens.   

Upon closing of the sale, which is expected to occur by the end of
June 2008, Cal Dive will be entitled to all future day rate
payments of $10,000 per day for use of SAT3 System by Global
Industries pursuant to a certain agreement entered among the
Debtor and Global Industries.

As part of the transaction, Cal Dive is required to pay all
demobilization costs to unmount SAT3 System from marine vessel
Gulmar Condor.  Gulmar Offshore Middle East LLC owned by
Panamanian-based Gulmar Energy S.A. will have Gulmar moored at
Cal Dive's in Fouchon, Louisiana.

The Debtor, however, will sell SAT3 System to Global Industries
Offshore LLC, the designated substitute purchaser, for $10,100,000
in the event Cal Dive failed to consummate the sale.  As reported
in the Troubled Company Reporter on June 5, 2008, the Debtor
initially planned to sell SAT3 System, a 12-man 300 meter skid-
mounted saturation diving system, to Global Industries for
$6,750,000.  The Debtor asked the Court for permission to divest
certain of its assets, among them:

   i) a diving support vessel, M/V Superior Endeavor, to Celebrity
      Maritime Company for $47,500,000, less commission of 3%, and

  ii) M/V Gulf Diver III and M/V Gulf Diver VI including equipment
      on the board vessel to Divecon Services Inc. for $4,040,000.

Separately, Judge Steen authorized the Debtor to sell
miscellaneous assets properties including furniture, office
equipments and tools.

Headquartered in Houston Texas, Superior Offshore (Nasdaq: DEEP)
-- http://www.superioroffshore.com/-- provides subsea    
construction and commercial diving services to the offshore
oil and gas industry.  The company's construction services include
installation, upgrading and decommissioning of pipelines and
production infrastructure.  The company operates a fleet of seven
service vessels and provides remotely operated vehicles (ROVs) and
saturation diving systems for deepwater and harsh environment
operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).  
The Company continues to operate its business as "debtor in
possession" under the jurisdiction of the Court in accordance with
the applicable provisions of the Bankruptcy Code and orders of the
Court.

David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq.,
at Porter & Hedges LLP, represent the Debtor.  The U.S. Trustee
for Region 7 appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  Douglas S. Draper, Esq., at
Heller Draper Hayden Patrick & Horn LLC, represent the Committee
in this case.  The company's consolidated balance sheets showed
total assets of $300,532,000 and total debts of $141,139,000 for
the quarterly period ended Sept. 30, 2007.  The company incurred
$1,038,000 in net loss in nine months ended Sept. 30, 2007,
compared with $37,000,000 in net income the previous year.


THORNBURG MORTGAGE: Posts $3.3 Billion Net Loss in First Quarter
----------------------------------------------------------------
Thornburg Mortgage Inc. announced Thursday the company's financial
results for the first quarter ended March 31, 2008.

The company reported a net loss before preferred stock dividends
for the quarter ended March 31, 2008, of $3.3 billion, as compared
to net income of $75.0 million for the same period in the prior
year.  A significant portion of the company's recorded losses for
the quarter ended March 31, 2008, were unrealized market value
losses of $1.5 billion, which were the result of the decline in
the fair market value of the company's mortgage-backed securities
and securitized loan portfolios.

The company recorded charges totaling $949.1 million, to record
the financing transaction at fair value, of which $520.5 million
related to the warrants, the issuance of which is contingent upon
the satisfaction of certain conditions, and participations under
the Principal Participation Agreement entered into in connection
with the financing transaction and $428.6 million related to
Senior Subordinated Secured Notes due 2015.

Larry Goldstone, chief executive officer and president of
Thornburg Mortgage, observed, "During the first quarter, we were
significantly and negatively impacted by conditions impacting the
entire mortgage market, including, among others, declining home
prices and substantial declines in mortgage securities and
mortgage loan prices.  

"These unprecedented market conditions led to an inability to meet
resulting margin calls on our borrowed funds, a need to sell
assets and seek alternative permanent financing for other assets
in our portfolio, and a need to negotiate an agreement with our
reverse repurchase and auction swap agreement counterparties to
prevent a liquidation of our entire mortgage securities portfolio
(the Override Agreement).  

"Even in the face of difficult overall market conditions, we were
able to raise new capital to provide further liquidity to meet our
borrower obligations and other conditions specified in the
Override Agreement and to provide excess liquidity to begin to
resume some normalized business operations.  Despite modestly
increasing delinquencies in our loan portfolio and some additional
downgrades of our mortgage-backed securities (MBS) assets, the
overall credit performance of our portfolio continues to perform
well."

Recalling the mortgage industry crisis that began last August and
recurring difficulties in February, Mr. Goldstone remarked, "The
industry is suffering from a continued decline in housing prices,
a mortgage securities market that cannot easily value mortgage-
backed securities due to lack of trading activity, a banking
sector that is lacking capital and deleveraging, and continued
rating agency downgrades of mortgage-backed securities.

"In the first quarter, as disclosures about the continued
deterioration of the credit performance and supply imbalance of
mortgage securities became known, we faced a sudden downward
spiral in prices on our AAA-rated mortgage assets.  Through
March 6, 2008, we had received $1.8 billion in margin calls since
Dec. 31, 2007, and had satisfied $1.2 billion of those margin
calls primarily by using our available liquidity, principal and
interest payments and proceeds from the sale of assets.

"At March 6, 2008, we had outstanding margin calls of
$610.0 million, which significantly exceeded our available
liquidity at that date.  With our excess liquidity severely
reduced and our traditional sources of capital unavailable, we
were forced to sell some of our MBS portfolio and seek alternative
financing for a portion of our high quality securitized mortgage
loans at a loss to meet additional margin calls and simultaneously
reduce our reverse repurchase agreement obligations."

Mr. Goldstone continued, "To satisfy unmet margin calls at
March 6, 2008, we entered into an Override Agreement with five of
our remaining reverse repurchase agreement and auction swap
agreement lenders in which Thornburg Mortgage was granted a
364-day reprieve from further margin calls and a reduction of
margin requirements.  

"As a condition of the Override Agreement, we were required to
raise at least $1 billion in capital.  We were able to raise
$1.35 billion, $200 million of which is held in escrow, through a
private placement of senior subordinated secured notes, warrants
for common stock, and participations in the principal payments on
a specific MBS portfolio.  However, this financing transaction
included additional conditions that we must meet in order to
resume normalized business operations and eventually rebuild
shareholder value.

"While the proposed recapitalization came at a high cost to
existing shareholders, our Board of Directors considered multiple
alternatives to this transaction, which the Board of Directors
concluded to be unavailable, insufficient to pay all margin calls
and provide sufficient reserves to cover additional margin calls,
insufficient to satisfy the conditions of the Override Agreement,
or even more dilutive to shareholders than the completion of the
financing transaction, including financing certain unencumbered
assets, liquidating all of our assets, a public offering for the
sale of preferred stock and convertible debt, declaring bankruptcy
and selling to another company.

"Declaring bankruptcy would likely have resulted in the
liquidation of our mortgage securities, and existing shareholders
would have received nothing.  In light of these considerations,
the Board determined that the financing transaction represented
the best alternative reasonably available to the company and its
shareholders.

"Our primary focus over the coming months will be to successfully
complete the tender offer for our preferred stock," stated Mr.
Goldstone.  "While this market environment remains challenging, we
believe our jumbo and super jumbo loan origination franchise
provides unique value to our clients and lending partners and
allows us to create an exceptional, high quality portfolio of
mortgage loans.  

"Despite the continued modest increase in loan delinquencies in
the first quarter of 2008 and our expectation that delinquencies
are likely to continue to increase modestly over the balance of
the year, the credit quality of our originated and acquired loan
portfolio continues to perform extremely well, and their
performance is consistent with our current estimates.  As a
result, we believe that our credit performance through this market
environment validates our historical approach to credit lending
for first mortgage loan borrowers."

                       Origination Activity

"For the first quarter, loan originations totaled $548.7 million.
The first two months of the first quarter showed a strong and
rapid recovery in loan origination activity as we recovered from
the challenges of the mortgage financing markets in the third and
fourth quarters of 2007," said Paul Decoff, senior executive vice
president and chief lending officer.  "By the end of January 2008,
we had funded $349.6 million in loans and had a fallout adjusted
pipeline of approximately $430 million, which placed Thornburg
Mortgage on target to meet our initial 2008 origination goals of
$6.0 billion.

"However, as a result of the liquidity issues that again
challenged us in February and March, we were forced to temporarily
cease our loan origination activities in order to preserve capital
to meet margin calls."

"We are pleased to note that the suspension of our loan
origination activity was only temporary" Mr. Decoff continued,
"and we have now completely funded the locked loans in our
pipeline.  Since March 31, 2008, we have reinstated our warehouse
lines, and funded approximately $239 million since the end of the
first quarter."

Thornburg Mortgage says that the credit quality of the company's
originated and bulk purchased loans has remained exceptional.  As
of March 31, 2008, the company's 60-day plus delinquent loans and
real-estate owned properties (REO) in its originated and bulk
purchased loans totaled 0.65% of its $23.5 billion portfolio of
securitized and unsecuritized ARM loans, up from 0.44% at Dec. 31,
2007, but still significantly below the industry's conventional
prime ARM loan delinquency ratio of 5.54% at Dec. 31, 2007, as
reported by the Mortgage Bankers Association.

According to Thornburg, these delinquencies represent only 158 of
the 36,316 loans in its portfolio and had an aggregate balance of
$127.1 million as well as 53 REO properties as a result of
foreclosing on delinquent loans with original loan balances of
$30.6 million and an associated valuation reserve of $8.3 million.
During the quarter ended March 31, 2008, the company realized a
net loss of $112,000 on the sale of REO properties and recorded a
$580,000 loss to reduce REO properties to their estimated fair
value.

                      First Quarter Results

In the first quarter, the net loss before preferred stock
dividends was $3.3 billion, as compared to net income before
preferred stock dividends of $75.0 million a year ago.  The
decrease in the company's profitability was due to realized losses
of $651.6 million realized on the sale of $4.3 billion of
purchased ARM assets and an unrealized loss of $126.1 million on
the permanent financing of $1.7 billion of securitized ARM loans,
which the company did to enhance its liquidity position.  The
company also recognized unrealized losses of $1.5 billion as a
result of a decline in the fair market values of mortgage-backed
securities and purchased securitized loans since Dec. 31, 2007.

Net interest income was $42.0 million compared to $90.7 million,
or 54% less than a year ago.  Interest expense on reverse
repurchase agreements for the three months ended March 31, 2008,
included fees totaling $70.0 million paid for committed lines and
the termination of certain reverse repurchase agreements which had
been financing assets that were sold.  The company recorded a net
loss of $18.5 million on derivatives during the first quarter of
2008, which consisted of a net loss of $4.5 million on commitments
to purchase loans from correspondent lenders, a net loss on
terminated swap agreements of $13.5 million and a net loss of
$489,000 on other derivative transactions.

Commenting on the balance sheet, the company's chief financial
officer Clarence G. Simmons III said, "We ended the quarter with
total assets of $30.8 billion, short-term borrowings in the form
of commercial paper, reverse repurchase agreements and whole loan
financing of $6.5 billion and permanent collateralized mortgage
debt of $22.5 billion.  At March 31, 2008, 98.3% of our ARM assets
were rated AA, AAA or agency guaranteed.  For the quarter,
operating expenses as a percentage of average assets, which are
among the lowest in the industry, decreased to 0.11% at March 31,
2008, from 0.20% at March 31, 2007.  This decrease resulted
because our Manager, Thornburg Mortgage Advisory Corporation, did
not earn an incentive fee for the quarter and the decline in our
stock price reduced the value of long-term incentive awards
resulting in a further expense reduction.

The portfolio yield during the first quarter increased to 6.17%
from 5.75% in the prior quarter.  Thornburg Mortgage's average
cost of funds, which includes $70.0 million of commitment and
termination fees relating to reverse repurchase agreements,
increased to 5.93% in the first quarter from 5.04% in the prior
quarter.  This resulted in an average net interest margin of 0.24%
for the quarter.  If adjusted to exclude these fees, the company's
average cost of funds would have been 5.08%, resulting in an
average net interest margin of 1.09% for the quarter.  Premium
amortization for the first quarter of 2008 resulted in accretion
of $6.1 million, which reflects an actual CPR for the quarter of
12%, as compared to 10% and 15% for the quarters ended December
31, 2007 and March 31, 2007, respectively.

Largely as a result of the unrealized losses in the fourth quarter
of 2007 and the first quarter of 2008, we own our mortgage assets
at a net discount of 7.03% which suggests that any increase in
prepayments will have a positive impact on our portfolio spreads
and margins."

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family        
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TROPICANA ENT: Can Employ Ernst & Young as Independent Auditor
--------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Ernst & Young LLP as their independent auditor
and accounting advisor in connection with their Chapter 11 cases.

Ernst & Young is expected to:

   a. conduct annual audit of the consolidated financial
      statements of Tropicana Entertainment, LLC, Columbia
      Properties Vicksburg, LLC, JMBS Casino LLC, and CP Laughlin
      Realty, LLC, for the years ended December 31, 2007 and
      December 31, 2008;

   b. conduct SAS 100 review of Tropicana II Entertainment, LLC,
      Columbia Properties Vickburg, LLC, JMBS Casino LLC, and CP
      Laughlin Realty, LLC;

   c. conduct annual audit of the financial statements of
      Tropicana Las Vegas Resort and Casino, LLC, Aztar Indiana
      Gaming Company, LLC, Greenville Riverboat, LLC, and
      Greenville Riverboat, LLC, and Sargasso Corporation for the
      year ended December 31, 2007;

   d. conduct an annual audit of the financial statements of
      Tropicana Las Vegas Resort and Casino, LLC, Greenville
      Riverboat, LLC, and Sargasso Corporation for the year ended
      December 31, 2008;

   e. conduct audits of any entities as a result of sales
      agreements;

   f. conduct annual audit of the historical basis financial
      statements of Adamar of New Jersey, Inc., for the year
      ended December 31, 2007.

   g. conduct research and consult with management regarding
      financial accounting and reporting matters;

   h. prepare management letter;

   i. conduct audit of and report on the financial statements and
      supplemental schedule of the Aztar Corporation 401(k) Plan,
      for the year ended December 31, 2007, which is to be
      included in the Plan's Form 5500 filing with the Department
      of Labor's Employee Benefits Security Administration; and

   j. conduct various agreed upon procedures under Indiana,
      Nevada, New Jersey, Louisiana, and Mississippi gaming
      regulations, including internal control, audit, and testing
      procedures.

Ernst & Young will be paid for the contemplated services in
accordance with its customary hourly rates:

     Professional                        Hourly Rate
     ------------                        -----------
     National Partner                        $700
     Partner                                 $525
     Executive Director                      $475
     Senior Manager                          $455
     Manager                                 $335
     Senior                                  $210
     Staff                                   $160
     Senior Client Serving Associate         $140

The Debtors will reimburse Ernst & Young for actual expenses
incurred in considering or responding to discovery requests or
participating as a witness in any proceeding with regard to the
audit and accounting advisory services; and reasonable and
customary out-of-pocket expenses.

Steven Beinlich, partner at Ernst & Young, assures the Court that
his firm is a "disinterested person" as the phrase is defined
under Section 10(14) of the Bankruptcy Code.

                About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of   
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq. at Richards Layton & Finger represent the Debtors in
their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  The Debtors' consolidated financial condition as
of Feb. 29, 2008, showed $2,845,847,596 in total assets and
$2,429,890,642 in total debts.

(Tropicana Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Panel Taps Stroock & Stroock as Lead Bankr. Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tropicana
Entertainment LLC and its debtor-affiliates' Chapter 11 cases ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Stroock & Stroock & Lavan LLP, as its lead
counsel, nunc pro tunc to the Debtors' bankruptcy filing.

Stroock will:

   (a) avise the Creditors Committee with respect to its rights,
       duties and powers in the Debtors' bankruptcy cases;

   (b) assist and advise the Creditors Committee in its
       consultations and negotiations with the Debtors relative
       to the administration of their Chapter 11 cases;

   (c) assist the Creditors Committee's investigation of the
       acts, conduct, assets, liabilities and financial condition
       of the Debtors and the operation of their business;

   (d) assist the Creditors Committee in its analysis of, and
       negotiations with, the Debtors or their creditors
       concerning matters related to, among other things, the
       terms of a plan of reorganization for the Debtors and all
       ancillary documents; and

   (e) assist and advise the Creditors Committee with respect to
       its communications with the general creditor body
       regarding significant matters in the Debtors' Chapter 11
       cases.

The Creditors Committee relates that it also seeks, in a separate
court filing, the retention of Morris, Nichols, Arsht & Tunnell
LLP, as its Delaware co-counsel.  Morris Nichols will also serve
as the Committee's conflicts counsel in matters that cannot be
appropriately handled by Stroock because of a conflict of
interest, or alternatively, that can be more efficiently handled
by Morris Nichols.

The Creditors Committee assures the Court that Stroock and Morris
Nichols will ensure that they avoid duplication of effort and
represent the Committee in an efficient and cost-effective
manner.

Stroock will be paid according to its customary hourly rates and
reimbursed for necessary and reasonable expenses.  The firm's
hourly rates are subject to periodic adjustments in the normal
course of business to reflect economic and other conditions.  
Stroock's current hourly rates, and the professionals who will be
principally responsible for representing the Committee are:

     Partners                           $695 to $945
     Kristopher M. Hansen, partner              $825
     Kenneth Pasquale, partner                  $775
     Counsel                            $565 to $695
     Eric M. Kay, counsel                       $650
     Associates                         $295 to $650
     Abigail M. Beal, associate                 $440
     Patrick G. Diamond, associate              $360
     Erez F. Gilad, associate                   $595
     Paraprofessionals                  $230 to $270
     Litigation support                 $175 to $280

Kristopher M. Hansen, Esq., a partner at Stroock, relates that
his firm has represented official committees of unsecured
creditors and ad hoc bondholder committees in a number of cases,
including Calpine Corp., Citadel Broadcasting, Dana Corp., Owens
Corning and W.R. Grace.

Mr. Hansen disclosed that his firm has represented and currently
represents The Cordish Company in matters unrelated to the
Debtors' Chapter 11 cases.  Cordish recently submitted a bid for
the acquisition of all or a portion of non-debtor Tropicana
Atlantic City assets.  Stroock has not and will not represent
Cordish in connection with the Debtors' bankruptcy cases, he
assures the Court.

The bank debt and unsecured bonds issued by the Debtors will
likely continue to be actively traded or change hands, and Stroock
will endeavor to disclose any future information regarding the
relationships, if any, between the firm and any new beneficial
holders of those debts, to the extent that Stroock becomes aware
of those holders' identities, Mr. Hansen tells the Court.

Due to the nature and size of its practice, Stroock has or has
had relationships as counsel with many major law firms in most,
if not all, major cities in the United States, which includes law
firms representing creditors or other parties-in-interest in the
Debtors' Chapter 11 cases.  All relationships are on matters
unrelated to these bankruptcy cases, Mr. Hansen maintains.

Stroock believes that none of its representations of other
entities would adversely affect the firm's representation of the
Creditors Committee.  Stroock will not represent any of those
entities in connection with the Debtors or their Chapter 11
cases, Mr. Hansen assures the Court.

Mr. Hansen attests that Stroock is a disinterested person as the
term is defined in Section 101(14) of the Bankruptcy Code.  He
avers that neither the firm nor any of its professionals
represents any interest adverse to the Creditors Committee, the
Debtors or their estates in matters upon which the firm is to be
engaged.

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


TROPICANA ENT: Panel Wants Morris Nichols as Delaware Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tropicana
Entertainment LLC and its debtor-affiliates' Chapter 11 cases  
seeks authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Morris Nichols Arsht & Tunnell LLP, as its
Delaware co-counsel, nunc pro tunc to the Debtors' bankruptcy
filing.

As the Committee's co-counsel, Morris Nichols will, among other
things:

   (a) advise the Creditors Committee with respect to its rights,
       duties and powers in the Debtors' Chapter 11 cases;

   (b) assist and advise the Creditors Committee in its
       consultations with the Debtors relative to the
       administration of these bankruptcy cases;

   (c) assist the Creditors Committee in analyzing the claims of
       the Debtors' creditors in negotiating with those
       creditors;

   (d) assist with the Creditors Committee's investigation of the
       acts, conduct, assets liabilities and financial condition
       of the Debtors and of the operation of their business; and

   (e) perform other legal services as may be required and are
       deemed to be in the interests of the Creditors Committee
       in accordance with the committee's powers and duties.

The Creditors Committee, Morris Nichols, and the committee's
proposed counsel, Stroock & Stroock & Lavan LLP, assure the Court
that they will undertake every effort to avoid duplicative
efforts and to represent the Debtors' unsecured creditors in an
efficient and cost-effective manner.

Morris Nichols will be paid at its normal and customary hourly
rates and reimbursed for actual, necessary expenses.  The firm's
current hourly rates, and the professionals who will be
principally responsible for the representation of the Creditors
Committee, are:

     Partners                           $440 to $725
     Associates                         $250 to $415
     Paraprofessionals                  $180 to $195
     Robert J. Dehney, partner                  $725
     Thomas F. Driscoll III, associate          $315
     John A. Sensing, associate                 $335
     Case clerks                                $120

Robert J. Dehney, Esq., a partner at Morris Nichols, assures the
Court that his firm is not and will not represent any entity
other than the Creditors Committee in connection with the
Debtors' Chapter 11 cases.

Morris Nichols is or has been engaged in a number of matters in
which attorneys and other professionals representing various
parties-in-interest are also involved.  Due to the nature and
size of its practice, the firm has or has had relationships as
local, co-counsel, or referring counsel with many major law firms
in most, if not all, major cities in the United States, Mr.
Dehney discloses.  However, these relationships are on matters
unrelated to the Debtors' Chapter 11 cases, he tells the Court.

Two employees of the Office of the United States Trustee for the
District of Delaware, Dion Wynn and Bonnie Anemone are former
employees of Morris Nichols, Mr. Dehney informs the Court.

The firm is neither a creditor, an equity holder, nor an insider
of the Debtors.  Mr. Dehney states that Morris Nichols will not
represent any entities other than the Creditors Committee in
connection with the Debtors' bankruptcy cases.

Morris Nichols is a disinterested person, as the term is defined
in Section 101(14) of the Bankruptcy Code, Mr. Dehney attests.

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


TWEETER HOME: Court OKs Extension of Removal Period to October 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which Tweeter Home Entertainment Group Inc. and
its debtor affiliates may remove actions pending as of the date of
bankruptcy filing through the later of:

   i) Oct. 31, 2008; or

  ii) 30 days after termination of the automatic stay with respect
      to any particular action sought to be removed.

As reported in the Troubled Company Reporter on May 9, 2008, the
Debtors' previous removal period expired on May 7, 2008.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom,
LLP, in Wilmington, Delaware, told the Court that the Debtors are
parties to numerous judicial and administrative proceedings
currently pending in various courts and administrative agencies.  
The Actions include discrimination, workers compensation, and
product liability claims.

The Debtors maintained that they have not completed a review of
the Actions because they have been focused primarily on: (i)
finalizing a proposed plan of liquidation following the July 13
closing of the sale of substantially all of their assets to
Tweeter Newco, LLC, (ii) determining their remaining assets and
liabilities, and (iii) fulfilling their obligations as debtors-in-
possession.

The Debtors averred that the requested extension affords them
sufficient opportunity to make fully informed decisions regarding
the removal of the Actions, thereby protecting their valuable
right to adjudicate lawsuits pursuant to Section 1452.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors exclusive period to file
a plan of reorganization expired on June 5, 2008.  (Tweeter
Bankruptcy News, Issue No. 21, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TWEETER HOME: Wants Plan-Filing Period Extended to September 3
--------------------------------------------------------------
Pursuant to Section 1121(d) of the U.S. Bankruptcy Code, Tweeter
Home Entertainment Group Inc. and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend the
periods within which they have:

   (i) the exclusive right to file a plan of reorganization until
       Sept. 3, 2008; and

  (ii) the exclusive right to solicit acceptances of that plan
       until Nov. 5, 2008.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom,
LLP, in Wilmington, Delaware, relates that the Debtors sold have
substantially all of their assets to Tweeter Newco, LLC, and have
resolved disputed issues relating to that sale transaction.

Mr. Galardi states that the Debtors are currently analyzing their
alternatives in connection with any plan of liquidation.  The
extension of the Exclusive Periods, he points out, will provide
the Debtors the opportunity to analyze post-sale financial
circumstances and develop a plan that will maximize returns to
parties-in-interest.

Any party who opposes the extension request have until July 8 to
file written objections to the Court.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors exclusive period to file
a plan of reorganization expired on June 5, 2008.  (Tweeter
Bankruptcy News, Issue No. 21, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


UNITED RENTALS: Board OKs Modified Dutch Auction Offer for Shares
-----------------------------------------------------------------
The board of directors of United Rentals Inc. has approved a
"modified Dutch auction" tender offer to purchase up to 27,160,000
shares of its common stock at a price not less than $22.00 nor
greater than $25.00 per share.  The low and high ends of the price
range represent a 12.8% and 28.2% premium, to June 9's $19.50 per
share closing price for the common stock.

The number of shares of common stock sought to be repurchased in
the tender offer represents approximately 31.4% of the total
number of shares of common stock currently outstanding.  If the
maximum number of shares is purchased at the high end of the price
range, the total purchase price for the common stock would be
$679 million.

The tender offer will be subject to a number of terms and
conditions, but will not be conditioned on receipt of financing or
any minimum number of shares being tendered.  The full terms and
conditions of the offer will be described in an offer to purchase
and a related letter of transmittal, which will be distributed to
the company's stockholders when the tender offer is commenced.  
The company intends to commence the tender offer within the next
week and will keep the offer open for at least 20 business days.

The company also repurchased all of its outstanding Series C
preferred stock and Series D preferred stock, a substantial
majority of which was held by Apollo Investment Fund IV, L.P. and
Apollo Overseas Partners IV L.P.  Prior to the preferred stock
repurchase, a majority of the preferred stockholders had the right
to consent to certain transactions by the company, including the
proposed tender offer.

Under the definitive repurchase agreement, the total purchase
price for the preferred stock is approximately $679 million, and
the former preferred stockholders are prohibited from tendering
into the offer any shares of common stock they hold.  In addition,
Leon Black and Michael Gross, the two company directors elected by
the former preferred holders in accordance with the terms of the
Series C preferred stock, have resigned from the board as a result
of the company's repurchase of the preferred stock.

"We believe that these share repurchases represent an opportunity
to achieve significantly more EPS accretion, and to capture it
more quickly, than through any other means," Michael Kneeland,
chief executive officer of United Rentals, said.  "Moreover, we
believe that the tender offer will benefit stockholders by
providing an efficient mechanism for those who desire it to obtain
liquidity at a premium over recent trading prices and, for our
remaining stockholders, an enhanced ability to participate in the
long-term earnings potential of our business."

"The removal of the preferred stock from our capital structure was
a necessary step in proceeding with the tender offer and will give
us greater flexibility in many respects," Mr. Kneeland continued.
"We believe that these transactions are in the best interests of
our company and stockholders."

In anticipation of the share repurchases, on June 9, 2008, the
company entered into a new $1.25 billion asset-based loan facility
and repaid the approximately $464 million outstanding under the
company's former revolving credit facility and term loan.  
Pursuant to the purchase agreement with the preferred holders, the
company issued to the former preferred holders $425 million
aggregate principal amount of 14% Notes due 2014 in partial
payment of the repurchase price of the preferred stock.

These notes were issued under a new indenture between the company
and The Bank of New York, as trustee, and are callable at par by
the company at any time. The balance of the amounts necessary for
the share repurchases, the repayment of the company's former
credit facility and term loan and the related fees and expenses is
being funded with existing cash on hand and through approximately
$800 million in borrowings under the new asset-based loan facility
and approximately $270 million in borrowings under the company's
accounts receivable securitization facility.

The new debt issuances, combined with the existing debt of the
company and its subsidiaries, is expected to result in total pro
forma leverage ratios that the company views as reasonable.  

The company also believes that the share repurchases will be
accretive to projected earnings per share, excluding a one-time
charge of approximately $235 million that will be recorded as a
reduction of income available to common stockholders as a result
of the purchase of the preferred stock, although the actual impact
will depend on a number of factors, including the amount of common
stock actually repurchased, the price paid for such repurchased
shares and the interest cost of the debt funding the share
repurchases.

The company expects that the dealer managers for the tender offer
will be UBS Investment Bank and Credit Suisse, and the information
agent for the tender offer will be D.F. King & Co., Inc.

                      About United Rentals

Headquartered in Greenwich, Connecticut, United Rentals Inc.
(NYSE: URI) -- http://www.unitedrentals.com/ -- is an equipment  
rental company with an integrated network of over 690 rental
locations in 48 states, 10 Canadian provinces and Mexico.  The
company's approximately 10,900 employees serve construction and
industrial customers, utilities, municipalities, homeowners and
others.  The company offers for rent over 20,000 classes of rental
equipment with a total original cost of $4.2 billion.


UNITED RENTALS: $679MM Stock Repurchase Cues Fitch's Rating Action
------------------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Rating for
United Rentals (North America), Inc. at 'BB-' and downgraded
parent company, United Rentals Inc. IDR to 'B+' from 'BB-'.
Approximately $2.6 billion in debt was affected by this rating
action.

Fitch downgraded this rating with a Stable Outlook:

URI
  -- Long-Term IDR 'B+' from 'BB-'.

Fitch affirmed these ratings with a Stable Outlook:

URNA
  -- Long-Term IDR 'BB-';
  -- Senior Secured Credit Facility 'BB';
  -- Senior Unsecured debt 'BB-'.

In addition, Fitch upgraded this rating with a Stable Outlook:

URNA
  -- Subordinated debt to 'B+' from 'B'.

The rating action follows the company's announcement that it had
repurchased all of its preferred stock for $679 million and
intends to repurchase 27.16 million shares of common stock.  To
fund the repurchases, the company entered into a new $1.25 billion
asset-based loan facility and issued $425 million of unsecured
debt at the parent company level.

The balance of the amounts necessary for the share repurchases,
the repayment of the company's former credit facility and term
loan, and the related fees and expenses is being funded with
existing cash on hand and through approximately $800 million in
borrowings under the new asset-based loan facility and
approximately $270 million under the company's accounts receivable
securitization facility.

Fitch downgraded URI's IDR to reflect the structural subordination
of the parent company notes, which is the only debt issued by URI.  
Furthermore, URNA's subordinated debt was upgraded one notch to
reflect improved underlying recovery prospects.

The rating affirmation of the existing senior secured and
unsecured debt reflects the company's strong core franchise and
leadership position in the equipment rental industry and improved
overall financial performance and capitalization.  Going forward,
Fitch expects the economic environment to remain challenging and
equipment demand to soften.  While near-term trends are expected
to continue to modestly weaken, Fitch is not anticipating a
substantial decline in underlying operating performance.  The
Rating Outlook assumes that operating metrics, leverage ratios and
capitalization may weaken but remain appropriate for the current
rating level.  Ratings remain constrained by seasonal and cyclical
factors challenging the industry and company's primarily secured
borrowing profile.  Any significant deterioration in operating
performance or weakening of the company's overall financial
profile could result in a negative rating action.


UNITED SUBCONTRACTORS: Moody's Cuts CFR to Caa2, Outlook Neg
------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of United
Subcontractors, Inc., including its corporate family rating to
Caa2 from Caa1, its probability of default rating to Caa1 from B3,
the ratings on its senior secured first-lien revolver and term
loan to Caa2 from Caa1, and the rating on its senior secured
second-lien term loan to Caa3 from Caa2.  This concludes the
review that was commenced on November 14, 2007.  The outlook was
revised to negative.

The downgrade was prompted by concerns related to the negative
effects of the homebuilding contraction on the company's liquidity
position, its projected cash flow generation, and concerns over
its ability to weather the protracted housing downturn.  Moody's
anticipates that USI's financial and operating performance will
remain under significant pressure until there is a meaningful
rebound in new home starts in the company's primary operating
regions.  While USI has aggressively reduced its cost structure,
the severity and depth of the homebuilding contraction has
outpaced the speed at which the company has been able to reduce
costs.

On May 29, 2008, USI amended and restated its first- and second-
lien credit agreements.  The amended credit agreements included
the following material changes, among others: 1) prior financial
covenant package was replaced with a trailing twelve month EBITDA
requirement; 2) pricing was adjusted to include a 2% annual PIK
component; 3) required principal payment obligations under the
first-lien term loan will remain unchanged in 2008, and will
subsequently be increased each year until maturity; 4) revolver
size was reduced to $17.44 million from $40 million; 5) equity
holders now have an equity cure option in case the company were to
have any difficulty complying with the new set of financial
covenants; and 6) an irrevocable $15 million L/C facility to help
provide liquidity.

While the new agreement (and in particular the equity cure option)
partially mitigates the near-term risk of default, the company is
still subject to continued market weakness, constrained liquidity,
and diminished access to bank credit (all $17.44 million is being
used to collateralize letters of credit).

The negative outlook reflects Moody's expectation that continued
weakness in homebuilding market conditions will pressure USI's
credit metrics in 2008 and 2009, increasing the probability that
the company will require future equity contributions in order to
avoid covenant violations.

These rating actions were taken:

  -- Corporate family rating, downgraded to Caa2 from Caa1;

  -- Probability of default rating, downgraded to Caa1 from B3;

  -- $295 million first-lien term loan, due 2012, downgraded to
     Caa2 (LGD4, 59%) from Caa1 (LGD4, 60%);

  -- $17.44 million first-lien revolving credit facility, due
    2011, downgraded to Caa2 (LGD4, 59%) from Caa1 (LGD4, 60%);

  -- $65 million second-lien term loan, due 2013, downgraded to
     Caa3 (LGD6, 96%) from Caa2 (LGD6, 96%).

USI's family-wide LGD assessment of 65% (explaining the one notch
discrepancy between its corporate family rating and its
probability of default rating) reflects the company's limited
tangible net worth, and the expectation that its goodwill would be
impaired in the event of a default, resulting in a low recovery.  
The Caa2 CFR incorporates anticipated low recovery in the event of
default combined with the estimated probability of default.

United Subcontractors Inc., headquartered in Minneapolis, MN, is a
subcontractor of insulation and framing services.  The company
primarily provides home insulation services for new construction
and additions as well as framing services to homebuilders.  USI's
total revenues and net income in fiscal 2007 were approximately
$483.0 million and ($40.5) million, respectively.


VILLAGEEDOCS INC: Posts $494,835 Net Loss in 2008 First Quarter
---------------------------------------------------------------
VillageEDOCS Inc. reported a net loss of $494,835 on net sales of
$3,277,985 for the first quarter ended March 31, 2008, compared
with a net loss of $502,762 on net sales of $3,258,549 in the same
period last year.

Gross margin dipped to $1,904,850 or 58% compared to $2,065,143 or
63% in the 2007 quarter due to a combination of sales mix
differences and increases in sales commission and telephony costs
at TBS and MVI.

Operating expenses decreased to $2,357,652 compared to $2,640,079
in the prior year quarter.  Consolidated operating expenses during
the 2008 quarter were 72% of sales compared to 81% of sales in the
2007 quarter.

At March 31, 2008, the company's consolidated balance sheet showed
$11,235,348 in total assets, $4,043,621 in total liabilities, and
$7,191,727 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,663,671 in total current assets
available to pay $4,026,349 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?2df0

                       Going Concern Doubt

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about VillageEDOCS 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 and
working capital deficit.

The company has incurred significant losses since inception, and
has a working capital deficit of $2,362,678 as of March 31, 2008.  
The company's losses are continuing and are expected to continue
until such time as the company is able to sufficiently expand its
existing businesses or is able to consummate business combination
transactions with other businesses whose profits are sufficient to
offset any ongoing losses from operating the holding company that
owns GSI, TBS and MVI.

                     About VillageEDOCS Inc.

VillageEDOCS Inc. (OTC BB: VEDO) -- http://www.villageedocs.com/  
-- operates three subsidiaries.  

MessageVision Inc. provides a Software as a Service (SaaS)
offering that remotely prints critical business documents such as
orders, invoices, just-in-time manufacturing documents, and
medical claims.  

GoSolutions Inc. provides a SaaS full-featured virtual office
product fully integrated into its clients' business processes with
unified messaging, a conferencing bridge, automated call  
routing/forwarding and online address book.  

Tailored Business Systems Inc. specializes in fully featured
municipal business management systems for local and county
government, either SaaS or customer premise software, including
printing and mailing of tax and utility bills.


VITAL LIVING: Moore & Associates Expresses Going Concern Doubt
--------------------------------------------------------------
In an amended annual report for 2007 filed by Vital Living Inc.
with the Securities and Exchange Commission, auditor Moore &
Associates, Chartered raised substantial doubt about the company's
ability to continue as a going concern.

The auditor maintained that the company has suffered recurring
losses from operations, has a working capital deficit, and is
dependent on funding sources other than its operations.

Since inception, the company has been required to raise additional
capital by the issuance of both equity and debt instruments.  
There are no commitments from funding sources, debt or equity, in
the event that cash flows are not sufficient to fund ongoing
operation or other cash commitments when they come due.

                         Long Term Debts

In December 2003, the company borrowed an aggregate principal
amount of about $4.58 million in the form of Senior Secured
Convertible Notes, due Dec. 17, 2008, in a private placement,
subject to certain registration rights, generating cash proceeds
of $2.5 million, net of cash debt issue costs of $538,000.  At the
time of issuance the Secured Notes bore interest at a rate of 12%
per annum, 8% of which was payable semi-annually in cash each June
and December, while 4% per annum could be paid, at the company's
discretion, in cash or common stock at a price equal to the ten-
day average trading price of our common stock five business days
prior to the relevant interest payment date.  In October 2004, the
company agreed with the holders of the Secured Notes and warrants
to reduce the conversion price and exercise price of those
securities to $0.24 per share.  The reduction of the conversion
price is permanent and there was no time limit placed on the
reduced conversion price.  

In exchange for this reduction, the company agreed to include the
additional shares of common stock that are now issuable upon
conversion of the outstanding Secured Notes as a result of the
reduction in the conversion price in the next registration
statement filed with the Securities and Exchange Commission.  The
shares of common stock originally convertible under the Secured
Notes are registered for resale under the Registration Statement
on Form SB-2 (SEC File No. 333-111921), which was declared
effective by the SEC on Aug. 13, 2004.  The company is now
entitled to pay all 12% interest due on the Secured Notes in
either cash or shares of its common stock, at its sole option,
commencing with the interest payment due in December 2004.  The
shares of common stock representing the 4% interest payments are
registered for resale under the Registration Statement.  The
company has agreed to include the additional shares of common
stock representing the 8% interest payments in the New
Registration Statement; and all penalties that the company were
required to pay as a result of its failure to have the
Registration Statement declared effective by April 15, 2004, will
be payable in shares of common stock at a price equal to $0.258.  
The shares will be included on the New Registration Statement.

In 2005 certain note holders converted $60,000 of their note into
common stock.

The company may redeem the Secured Notes commencing Dec. 15, 2004,
provided the ten-day average trading price of our common stock
prior to the redemption is at least $3.00 per share.  The Secured
Notes are collateralized by the company's assets, have priority in
right of payment over all indebtedness, and include certain
provisions related to change in control, reorganization,
recapitalization, and other adjustments.  In addition, the Secured
Note holders received 4,588,000 warrants to purchase shares of
common stock at an exercise price of $1.00 per share.  The fair
value of these warrants of $1,084,000 was recorded and charged
immediately to interest expense during 2003 as the warrants were
fully vested and the related notes fully convertible at the date
of issuance.

In April 2007, NutraCea, Inc., acquired the Senior Secured
Convertible Notes from the holders of those Notes.  On Sept. 11,
2007, NutraCea and the company entered into a letter agreement
confirming their agreement to eliminate the conversion rights of
the Notes.  In addition, the parties agreed that until such time,
if any, as NutraCea gives 30 days prior written notice, the
company may not pay accrued interest under the Notes in shares of
its Common Stock, without NutraCea's consent, and that during such
time the company will not be deemed to be in default under the
Notes as a result of not paying accrued interest in such shares.  
At Dec. 31, 2007, the company owed around $525,000 in interest for
the June 15, 2007, and Dec. 15, 2007, interest payments on the
Notes.  The company has not issued stock in payment of the
interest.

In September and December 2006, Vital Living entered into supply
and licensing agreements that granted the company trademark
rights.  The agreements require the company to pay $750,000 over
five years beginning in the fourth quarter of 2007.  These
agreements include unsecured notes payable of $300,000 and
$450,000 at 5% and 8% respectively, with payments beginning in
September 2007 through August 2011.

                           Financials

The company posted a net loss of net loss of $2,459,811 on net
revenues of $2,224,021 for the year ended Dec. 31, 2007, as
compared with a net loss of $82,116 on net revenues of $4,941,120
in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $4,481,508 in
total assets and $6,745,938 in total liabilities, resulting in
$2,264,430 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $573,986 in total current assets
available to pay $2,650,079 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?2dfc

                        About Vital Living

Headquartered in Phoenix, Ariz., Vital Living Inc. (OTC BB: VTLV)
-- http://www.vitalliving.com/-- develops and markets nutritional
fruit and vegetable supplements, protein supplements, and
nutraceuticals products.


WERNER LADDER: Investcorp WantS $1BB Suit Moved to Delaware
-----------------------------------------------------------
Investcorp Bank, B.S.C., and the other defendants named in the
$1,000,000,000 damage lawsuit commenced by Old Ladder Litigation
Co., LLC, as the Litigation Designee, seek the transfer of the
litigation to the U.S. Bankruptcy Court for the District of
Delaware where the Werner Ladder Co. bankruptcy cases have been
pending for two years.

In a joint memorandum filed in the U.S. District Court for the
Southern District of New York, Investcorp, et al., assert that
the Delaware Bankruptcy Court is presumptively the proper forum
for the Litigation as the Court is intimately familiar with the
allegations and transactions asserted in the New York Litigation;
has presided over massive pre-complaint discovery by the
Litigation Designee and its predecessor; and continues to preside
over the Werner bankruptcy cases.

Investcorp's counsel, William P. Frank, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in New York, relates that, since March
2008, the Litigation Designee has filed more than 300 separate
preference actions in the Delaware Court that will require that
Court to determine whether the Werner companies were solvent and
to coordinate pre-trial fact and expert discovery.  The New York
Litigation, he notes, asserts similar claims that would have the
New York Court largely duplicate the Delaware Court's efforts.

"In the interest of judicial efficiency and economy, [the New
York Litigation] case should be transferred to Delaware,"
Investcorp, et al., tell the New York Court.  Transfer of venue
to the presumptively proper forum will conserve the parties' and
the courts' time and costs, and avoid the risk of conflicting
rulings on discovery and solvency matters.

The Litigation Designee's decision to avoid the presumptively
proper Delaware forum and file in New York was driven by forum
shopping, Investcorp, et al., assert.

Mr. Frank explains that under controlling Third Circuit Court of
Appeals precedent, Section 546(e) of the Bankruptcy Code provides
a complete defense to the Litigation Designee's principal claims
of fraudulent transfer under Section 544.  Specifically, he
relates that, under binding Third Circuit precedent, the
securities transactions alleged in the New York Litigation
involving privately held Werner stock fall squarely within the
"settlement payment" defense and are exempt from avoidance
actions under Section 544.

To avoid the unfavorable Third Circuit precedent, the Litigation
Designee shopped for another forum and chose the New York Court
because the Second Circuit Court of Appeals has not yet ruled on
the pertinent Section 546(e) issue, Mr. Frank says.  A bankruptcy
judge in the Eastern District of New York, however, has narrowly
interpreted the safe harbor provisions to cover only publicly
traded stock transactions in In re Official Committee of
Unsecured Creditors v. Lattman (In re Norstan Apparel Shops,
Inc.), 367 B.R. 68, 77(Bank. E.D.N.Y. 2007).  Mr. Frank contends
that the Litigation Designee hopes that precedent would persuade
the New York Court to deny the shareholder defendants a Section
546(e) defense.

      Investcorp, et al., Also Want Complaint Dismissed

Investcorp, et al., also ask the New York Court to dismiss, in
whole or in part, the Complaint for these reasons:

   (1) The claims must be dismissed because they are barred by
       applicable statutes of limitations.  The claims alleging
       breach of fiduciary duty, illegal dividend and unlawful
       distribution, and aiding and abetting breach of fiduciary
       duty, in connection with a June 2003 recapitalization, are
       subject to Pennsylvania's two-year statute of limitations.
       For the same reasons, the claims alleging breach of
       fiduciary duty and aiding and abetting for actions taken
       before June 12, 2004, are barred.  The Claims alleging
       professional negligence claims against former Werner
       officers are similarly barred by the Pennsylvania statute
       of limitations.

   (2) The fraudulent transfer claims under Section 544(6) in
       connection with the 1997 and 2003 recapitalizations relate
       to "settlement payments" made to holders of Werner stock
       on account of their securities.  Section 546(e) provides a
       safe harbor and protects from avoidance as fraudulent
       conveyances or preferences "settlement payments . . . made
       by or to . . . a . . . stockbroker, financial institution,
       or financial participant."

   (3) The unjust enrichment claims in connection with the 2003
       transaction and management and other fees paid thereafter
       are preempted by Sections 544 and 546(e).

   (4) Some claims, including claims for aiding and abetting the
       alleged fraudulent transfers, are not recognized by
       Pennsylvania and Delaware laws.

   (5) The Litigation Designee has not made a prima facie showing
       of personal jurisdiction over non-resident defendants by
       pleading facts or producing evidence that, if true,
       demonstrate the New York Court's jurisdiction over the
       defendants.  Some defendants are domiciled in the Cayman
       Islands or Luxembourg.  

In separate filings, defendants John Thigpen, David Cardillo and
Kevin Waltz filed answers to the Complaint.  The Individual
Defendants asserted that they do not have enough knowledge or
information sufficient to form a belief as to the truth of
allegations asserted by the Litigation Designee.  

In another filing, the Litigation Designee agreed in a
stipulation with National City Bank, trustee of the Elizabeth
Werner Trust, who allegedly received $15,673,432 in a 1997
shareholder cash-out, that NCB has no liability to the Litigation
Designee and is dismissed from the Litigation without prejudice.  
Each party will bear its own attorney's fees and costs.

          Investcorp & Litigation Designee Fight Over
            Confidentiality of Investor Information

The New York Court, on April 21, 2008, issued a bench ruling
directing Investcorp and its affiliates to provide the Litigation
Designee with the names and addresses of Investcorp's investors.

Investcorp told the Court that it believes the discovery ruling
was without prejudice to its right to address any confidentiality
concerns that might appear after further inquiry and discovery.  
Investcorp also related that disclosure of investor-identifying
information is in violation of Bahraini law, which governs the
other Investcorp entities subject to the discovery ruling.  

Thus, Investcorp asked the Court to reconsider its discovery
ruling, or in the alternative, condition any discovery of any
investor information with the Litigation Designee's obtaining an
authorization from any Bahraini court.

In response, the Litigation Designee asserted that none of the
Investcorp Defendants are subject to Bahraini secrecy laws, and
thus, all should be required to produce the investor information.

Investcorp's reconsideration request did not provide any basis to
relieve from discovery any of the Cayman Islands- and Luxembourg-
based Investcorp Entities, which received more than $123,000,000
in fraudulent conveyances, the Litigation Designee's counsel, J.
Christopher Shore, Esq., at White & Case LLP, in New York, told
the Court.

The "procedural games have to stop.  The Investcorp Defendants'
latest procedural chicanery goes far too far," the Litigation
Designee told the Court.  Investcorp provided no legitimate
reason why the arguments for non-disclosure were not raised
before the April 21 status conference.  "[A]s respondents to
outstanding discovery requests interposed months ago, it has been
incumbent upon each of the Investcorp Defendants to determine
what, if any, confidentiality issues would prevent disclosure and
to take steps to position themselves to comply with their
disclosure obligations," Mr. Shore said.

The Litigation Designee accused Investcorp of concealing the core
issue to delay document production as long as possible.

                Court Favors Litigation Designee,
          Directs Investcorp to Provide Investor Data

After hearing both parties' experts' opinion regarding the issue
of confidentiality of Investcorp's investor-identifying
information, Judge Katz concluded that, for the most part, the
investor information sought by the Litigation Designee is not
subject to the confidentiality provisions of Bahraini law.  With
the exception of Investcorp Bank, none of the Investcorp
Defendant Entities from whom information is sought, is a Bahraini
bank.  He further noted that all, but one, of the Investcorp
Entities are domiciled either in the Cayman Islands, Luxembourg,
or the United States.

Accordingly, Judge Katz directed the Investcorp Entities to hand
over to the Litigation Designee the requested investor
information.  Judge Katz, however, did not compel Investcorp to
produce the information after concluding that Investcorp is
"clearly subject to Bahraini secrecy laws."

Judge Katz explained that even if the non-Bahraini entities were
subject to the Central Bank of Bahrain laws, the CBB Laws would
not necessarily preclude the Investcorp Entities from being
ordered to produce the requested information.

Judge Katz said five factors tipped the balance in the Litigation
Designee's favor:

   -- the information being sought is clearly relevant to the
      Litigation;

   -- the Litigation Designee is attempting to identify unnamed
      defendant investors in offshore entities and partnerships
      who may have received millions of dollars in distributions
      from Old Werner, to the detriment of its creditors;

   -- the investors are potentially liable for fraudulent
      transfers pursuant to Section 550;

   -- the non-Bahraini entities face little likelihood of
      hardship if they comply with the Court's Order as they are
      not subject to Bahraini penalties for disclosure of
      confidential information; and

   -- there are no alternative means of securing the investors'
      identities.

               Non-Bahraini Entities' Clients are
       Investcorp Bank's Clients Too, Investcorp Asserts

Investcorp Bank objected to Judge Katz's Order arguing that
investors who invested in the non-Bahrain domiciled entities are
also customers of Investcorp Bank and, thus are properly entitled
to the protection of the Bahraini confidentiality laws.

Accordingly, Investcorp Bank asked the Court to vacate the
discovery orders.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--             
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  The Debtors'
exclusive period to file a chapter 11 plan expired on
June 30, 2007.

Earlier, on June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  On Sept.
10, 2007, the Committee filed an Amended Plan and Disclosure
Statement.  On Sept. 13, 2007, the Committee filed its 2nd Amended
Plan and on September 14, the Court approved the adequacy of the
Amended Disclosure Statement explaining the 2nd Amended Plan.  The
Court confirmed the 2nd Amended Plan on October 25.  (Werner
Ladder Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


WILFRED COOPER: Case Summary & 12 Unsec. Creditors
--------------------------------------------------
Debtor: Wilfred Wayne Cooper, Jr.
        PO Box 14283
        Tallahassee, FL 32317
        aka Wayne Cooper

Bankruptcy Case No.: 08-40382

Type of Business: The Debtor is engaged in real state development  
                  and is operating apartment complexes.

Chapter 11 Petition Date: June 12, 2008

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Allen Turnage, Esq.
                  Email: service.attyallen@embarqmail.com
                  P.O. Box 15219
                  2344 Centerville Road, Ste. 101
                  Tallahassee, FL 32317
                  Tel: (850) 224-3231
                  Fax: (850) 224-2535

Total Assets: $5,019,000

Total Debts:  $4,045,547

A copy of Wilfred Wayne Cooper Jr's petition is available for free
at:

      http://bankrupt.com/misc/flnb08-40382.pdf


WORLD RX: Case Summary & 45 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: World RX, Inc.
        dba Medicine Shoppe Pharmacy #984
        dba Del Ray Pharmacy
        12095 W. Washington Blvd.
        Los Angeles, CA 90066

Bankruptcy Case No.: 08-18369

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Match Point, Inc.                          08-18368
        dba Culver West Pharmacy

        Dimitry Bigun                              08-18370
        Anna Bigun
        aka Anna Wilson

        Eduard A. Leinov                           08-18371
        dba Rancho Pharmacy
        Eleonora Amcheslavsky
        aka Eleonora Amcheslavskaya

Type of Business: The Debtors operate pharmacies.

Chapter 11 Petition Date: June 12, 2008

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Gail Higgins, Esq.
                  Email: ghigginse@aol.com
                  433 North Camden Dr., 6th Fl.
                  Beverly Hills, CA 90210
                  Tel: (213) 939-3163
                  Fax: (323) 939-3019

Estimated Assets:   $100,000 to $1 million

Estimated Debts: $1 million to $10 million

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

      http://bankrupt.com/misc/cacb08-18369.pdf

B. A copy of Match Point, Inc's petition is available for free at:

      http://bankrupt.com/misc/cacb08-18368.pdf

C. A copy of Dimitry Bigun's petition is available for free at:

      [REDACTED Apr. 16, 2013]

D. A copy of Eduard A. Leinov's petition is available for free at:

      http://bankrupt.com/misc/cacb08-18371.pdf


XM SATELLITE: Senate Scrutinizes Merger with Sirius Satellite
-------------------------------------------------------------
Sirius Satellite Radio Inc.'s proposed merger with XM Satellite
Radio Holdings Inc. is getting more static from Washington, The
Wall Street Journal reports.

WSJ points out that the planned merger has been the subject of
several congressional hearings. Senator Herb Kohl of the Judiciary
Committee, opposes it. Other lawmakers have asked the Federal
Communications Commission to impose conditions on the merger.  
Sens. Claire McCaskill and Olympia Snowe have said the merged
entity must divest up to half of its combined radio airwaves, WSJ
relates.

WSJ adds that Sen. Sam Brownback has requested for an unedited
copy of a May 27 letter to the FCC from a group of subscribers who
oppose the merger.  A revised version of the letter hints that XM
and Sirius haven't complied with FCC requirements that their
receivers be interoperable, WSJ notes.

WSJ states that the unredacted portions of the letter that Sen.
Brownback is seeking access to, contain confidential data that are
under FCC protection.  

According to WSJ, the deal was approved with no conditions by the
Justice Department earlier this year and it awaits FCC approval.
None of the committees that have examined the merger have the
authority to stop it, WSJ says.  

Investors, WSJ indicates, have been growing impatient with the
15-month approval process.

FCC Chairman Kevin Martin, WSJ says, wants to complete action on
the deal before the end of June, but he said last week that his
timetable might slip.

              About XM Satellite Radio Holdings Inc.

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite    
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

At March 31, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.7 billion in total liabilities,
$60.2 million in minority interest, resulting in a $1.1 billion
total stockholders' deficit.

                     About SIRIUS Satellite

Headquartered in New York, SIRIUS Satellite Radio Inc. (Nasdaq:
SIRI) http://www.sirius.com/-- provides satellite radio services   
in the United States.  

The company offers over 130 channels to its subscribers,69
channels of commercial-free music and 65 channels of sports, news,
talk, entertainment, data and weather.

Subscribers receive the company's service through SIRIUS radios,
which are sold by automakers, consumer electronics retailers,
mobile audio dealers and through the company's website.

As of March 31, 2008, SIRIUS radios were available as a factory
and dealer-installed option in 125 vehicle models and as a dealer
only-installed option in 29 vehicle models.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Standard & Poor's Ratings Services revised the CreditWatch
implications of the ratings on Sirius Satellite Radio Inc.
(CCC+/Watch Developing/--) to developing from positive.  S&P
originally placed the ratings on CreditWatch, with positive
implications, on Feb. 20, 2007, based on the company's definitive
agreement to an all-stock "merger of equals" with XM
Satellite Radio Holdings Inc. (CCC+/Watch Developing/--).


YOUNG BROADCASTING: Fails to Comply with Nasdaq Min. Market Value
-----------------------------------------------------------------
Young Broadcasting Inc. received a notice of non-compliance from
the Listing Qualifications Staff of The NASDAQ Stock Market
stating that the company had not regained compliance with the
minimum $15 million market value of publicly-held shares
requirement for continued listing set forth in Marketplace Rule
4450(b)(3).  As a result, the company's securities are subject to
delisting.

This notice follows the company's statement on March 3, 2008, that
it had received notification from the Staff stating that the
company's common stock had not maintained the required minimum
$15 million market value of publicly held shares over the previous
30 consecutive trading days, and, in accordance with Marketplace
Rule 4450(e)(1), providing the company with 90 calendar days, or
until June 2, 2008, to regain compliance.

The company intends to request a hearing before a NASDAQ Listing
Qualifications Panel to present its plan to evidence compliance
with the Rule and all other applicable NASDAQ listing
requirements.  The hearing request will stay the delisting of the
company's common stock pending the Panel's decision.  

The company cannot assure you that the Panel will grant the
company's request for continued listing.

                    About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations    
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.


YOUNG BROADCASTING: S&P Holds 'CCC+' Rating on KRON-TV Sale Worry
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on Young
Broadcasting Inc., including the 'CCC+' corporate credit rating,
and revised the outlook to negative from developing.  The outlook
change reflects S&P's concern about the company's lengthening
search for a buyer for KRON-TV, its underperforming MyNetworkTV
affiliate in San Francisco, and the company's dwindling cash
balances in the backdrop of a soft economy.  As of March 31, 2008,
New York-based Young had about $827 million of debt.
     
"The rating on Young reflects the company's significant debt
burden, discretionary cash flow deficits, ongoing challenges at
KRON-TV, and advertising's vulnerability to economic downturns and
variability during the election cycle," said Standard & Poor's
credit analyst Deborah Kinzer.
     
These factors are minimally offset by Young's portfolio of major
network TV affiliates in small and midsize markets, and the asset
values of its stations--particularly KRON-TV, a VHF station in a
top-10 market.
     
On Jan. 10, 2008, the company announced that it hired a financial
advisor to help sell KRON-TV, with a view to concluding a sale
agreement before the end of March.  Given the absence of news
about a sale of the station so far, S&P believe the probability is
diminishing that Young will find a buyer and obtain sufficient
proceeds to reduce its debt and interest burden to a manageable
level.


* Fitch Notes Erosion in Overall Credit Quality of U.S. Companies
-----------------------------------------------------------------
A Fitch Ratings study has found that overall credit quality is
eroding and default risk rising among U.S. companies that were
taken private through a leveraged buyout over the last four years.  
Rating Outlooks also point to further downward pressure on these
credits in the months ahead.

In its study, Fitch reviewed 209 loan-financed LBO transactions
executed between 2004 and 2007, accounting for approximately
$293 billion in leveraged loan debt.

'The greater risk tolerance that existed in years past enabled
many of these deals to come to market with very aggressive capital
structures,' said William May, Senior Director, Fitch Ratings
Credit Market Research.  'Now that economic conditions are weak
and liquidity is tight, these credits are being tested.'

The analysis found that from the completion of an LBO through May
2008, the ratio of downgrades to upgrades among these firms was
3.3-to-1.0 and the average downgrade was 2.3 notches.  Weak
operating performance and an inability to generate sufficient cash
flows to service post-LBO debt loads were the primary drivers
behind approximately 80% of the downgrades.  Additional post-LBO
debt issuance used to fund a dividend payment to the equity
sponsors of the LBO was the second most common driver, accounting
for 15% of the downgrades.

While seasoning certainly plays a role in the distribution of
downgrades through time, one indication of the toll current
economic and credit market conditions are taking on these credits
is that over one fourth of the downgrade actions and three of the
four recorded defaults occurred during the first five months of
2008.

Looking ahead, it appears that these credits will come under
increased pressure as approximately 44% of the LBOs examined had a
Negative Rating Outlook as of May versus just 3% with a Positive
Outlook.

The review also found that 23% of LBO credits examined consisted
of firms in consumer cyclical industries and a further 15% were in
the broad industrial category, evidence that a meaningful share of
the LBOs brought to market in recent years are particularly
sensitive to the type of macroeconomic weakness and consumer
retrenchment the U.S. economy is currently experiencing.  The
recent bankruptcy of Linens 'n Things is an example of this
vulnerability.

While the study finds that Negative Outlooks exceed Positive
Outlooks in all of the major sectors examined, consumer cyclicals
and industrials lead the way in pointing to downward pressure on
credit quality going forward.


* S&P Says Oil Price Hike Makes Transpo. Business Difficult
-----------------------------------------------------------
The relentless rise in oil prices and a U.S. economy that may be
in a recession are making business increasingly difficult for many
North American transportation companies, with the impact varying
from sector to sector, according to a recent industry report
published by Standard & Poor's Ratings Services.
      
"Airlines, which last year reported fairly strong results, face a
potential crisis if oil prices remain at more than $130 per barrel
and their ability to raise fares further wanes because of a weak
U.S. economy," said Standard & Poor's credit analyst Philip
Baggaley.  S&P are now reviewing all of the 10 U.S. airlines S&P
rate for a possible downgrade.
     
The report, "Industry Report Card: Hotter Fuel Prices And A Cooler
U.S. Economy Are Squeezing North American Transportation," notes
that the forces roiling airlines are also hitting other
transportation sectors in varying degrees.  Trucking companies,
which have carried reduced freight volumes since the fourth
quarter of 2006, have yet to see an improvement, though volumes
are steady at low levels.  Package express companies, whose
earnings had held up fairly well so far, are scaling back their
forecasts for this year.  Railroads are more diversified and have
retained pricing power, though they have nonetheless seen a
slowing or downturn in traffic volume, according to the report.  

Economic weakness and high fuel prices have had less effect on
shipping lines, which include both U.S. domestic and international
operators, thus far, but domestic shippers will likely feel some
impact.  Transportation equipment leasing companies serve a wide
range of markets, and some have cut back capital expenditures in
response to lackluster demand, the report notes.


* Tex. PUC Should Tighten Rules for Power Retailers, MXenergy Says  
------------------------------------------------------------------
MXenergy has called on the Texas Public Utility Commission to
strengthen its financial standards for competitive marketers as
the third Houston-area electricity marketer filed for bankruptcy.

"Electricity customers need to be protected from undercapitalized
energy suppliers in the same way sub-prime credit borrowers need
to be protected from predatory lenders," said Jeffrey Mayer,
president and chief executive officer of MXenergy."

This week more than 12,000 customers of electric retailer E-
tricity were moved to other providers by the Energy Reliability
Council of Texas (ERCOT) after the Decatur-based company defaulted
on its financial obligations.  This default followed emergency
actions by ERCOT when Pre-Buy Electric filed for bankruptcy and
National Power was unable to meet customer needs. On Tuesday
another marketer, Riverway, aka Sure Electric LLC, also declared
bankruptcy.

When suppliers fail, their customers are moved by ERCOT to one or
more "providers of last resort" which are allowed to charge up to
130% of the market clearing price.  Due to high settlement prices
in recent weeks, the formula could result in rates as high as 50
cents per kilowatt hour, almost five times recent price levels.

Mr. Mayer expressed relief that the PUC has been acting swiftly to
contain the damage from defaulting marketers.  "Texas has always
been one of the country's leaders in promoting the benefits of
competition," he said.  "But unless we toughen the minimum
standards that marketers must meet, more customers are going to
wake up to sudden spikes in their electricity bills."

MXenergy urged the PUC to follow the "best practices" of other
states in which it does business. Specifically, they urged the PUC
to adopt higher minimum financial standards, tests for competency
in energy risk management and minimum numbers of customer service
representatives.

Mr. Mayer further said, "The Texas PUC has a tradition of learning
from previous challenges and has created a robust deregulated
market.  As the summer approaches there is a critical need to move
quickly so that consumers will not bear the brunt of hot weather
and hurricane induced price spikes.  If their suppliers are unable
to manage the risk and fulfill their contractual obligations.  
Customers are calling us in a panic when they can't get their
provider to pick up the phone."

"People are surprised to learn that the lowest price is not always
the most reliable," Mr. Mayer added.  "Customers know they
shouldn't buy their life insurance from the lowest cost carrier,
and now they are learning to be cautious about whom they choose to
supply them with power."

Most of the marketers who have defaulted were selling supply at
fixed prices, Mr. Mayer said. "When marketers default, customers
are left unprotected from today's skyrocketing market."

                          About MXenergy

MXenergy is one of the fastest growing retail natural gas and
electricity suppliers in North America, serving customers in 14  
states and 39 utility territories in the United States and Canada.
Founded in 1999 to provide natural gas and electricity to
consumers in deregulated energy markets, MXenergy helps
residential customers and small business owners control their
energy bills by providing both fixed and variable rate plans.
MXenergy is committed to best practices in environmental
conservation and is a member of the Chicago Climate Exchange.  For
more information, contact MXenergy customer care at (800) 785-4373
or online at http://www.mxenergy.com. In 2007 MXenergy and  
Vantage Power Services, L.P., completed a transaction
that transferred Vantage power customers in Texas to MXenergy.


* David Blank Joins Resilience Capital Partners as Associate
------------------------------------------------------------
David Blank, Esq. will be joining Resilience Capital Partners as
an associate of the firm beginning July 1, 2008.  Mr. Blank will
be responsible for investment analysis, due diligence, financial
modeling and portfolio companies' oversight.

Mr. Blank was most recently an Associate -- Financial Sponsors,
Healthcare, Media and Communications groups -- at Morgan Stanley,
specializing in M&A and leveraged buyout origination and execution
for large private equity clients in New York and the internal
Morgan Stanley Capital Partners group.  Prior to Morgan Stanley,
Mr. Blank was a Captain, infantry officer, in the 82nd Airborne
Division of the United States Army.  He served in Germany, Iraq
and Kosovo.

Mr. Blank holds a Bachelor of Science in Civil Engineering from
West Point, and a Master of Business Administration from Harvard
Business School.

"We are privileged to have David join our firm.  David's broad
knowledge, skills and talent will have a profound impact on our
future growth and the eventual success of our investments," said
Bassem Mansour and Steve Rosen, Managing Partners of Resilience
Capital Partners.

"I am excited to join the Resilience Capital Partners team.  They
have built a very successful firm and I look forward to providing
meaningful contributions to the success and continued expansion of
the firm and its portfolio companies," said Mr. Blank.

                     About Resilience Capital

Based in Cleveland, Ohio, Resilience Capital Partners --
http://www.resiliencecapital.com/-- is a private equity firm that  
invests in underperforming and turnaround situations.  
Resilience's investment strategy is to acquire lower middle market
companies that have solid fundamental business prospects, but have
suffered from a cyclical industry downturn, are under-capitalized,
or have less than adequate management resources.  Resilience
typically acquires companies with revenues of $25 million to $250
million.  Since its inception in 2001, Resilience has acquired 16
companies with revenues in excess of $1 billion.


* Ruden McClosky Adds Seven Attorneys and Opens 11th Branch
-----------------------------------------------------------
Seven attorneys of the Elk, Christu & Bakst, LLP law firm are
joining Ruden McClosky on June 9, 2008, expanding the firm's
practice areas and presence in the greater West Palm
Beach and Boca Raton areas.  EC&B, a highly respected,
multidisciplinary law firm, has been established in Palm Beach
County for the past 18 years and has been consistently recognized
as one of the top law firms in South Florida by the South Florida
Legal Guide.

"This addition will help us grow in Palm Beach County and give our
firm a new and significant presence in Boca Raton.  It is part of
the strategic plan to better serve our clients in Boca Raton, the
Palm Beaches and throughout the state of Florida," said Carl
Schuster, Managing Director of Ruden McClosky.  The move
strengthens Ruden McClosky's commitment to Palm Beach County where
24 attorneys will now practice in the Boca Raton and West Palm
Beach offices.

The combination of the two firms strengthens Ruden McClosky's
practices in the areas of bankruptcy, litigation, real estate, and
trusts & estates law in Palm Beach County.  "We were fortunate to
find this talented and highly regarded group of attorneys who
complement our practices and share our commitment to satisfying
our client needs," said Schuster.  The former EC&B attorneys who
will join Ruden McClosky as partners include:

   -- Scott Elk, who has been serving the legal needs of Palm
      Beach County's commercial and residential real estate and
      financing markets for 20 years.  Mr. Elk's practice
      represents developers, investors, institutions and banks.
      He has been recognized for his expertise in commercial and
      residential real estate, borrower and lender representation
      for loans and commercial finance, and corporate
      transactions such as mergers, acquisitions, and sales.

   -- Eric Christu, who is among the first attorneys designated
      by the Florida Bar as Board Certified in Business
      Litigation.  He specializes in complex commercial and
      business litigation and has been recognized as one of the
      leading attorneys in South Florida by the South Florida
      Legal Guide and a Florida "Superlawyer" by Law & Politics
      Magazine.  He is a Past President of the Palm Beach County
      Federal Bar Association and Past Chair of the Florida Bar's
      Business Litigation Certification Committee.

   -- Michael Bakst, who focuses his practice in bankruptcy and
      insolvency, including representing creditors, bankruptcy
      trustees, receivers, and debtors.  He is a panel United
      States Bankruptcy Trustee for the Southern District of
      Florida, and a frequently sought after speaker in the field
      of bankruptcy litigation.

   -- Kristen Lynch, who is well known in the area of estate
      planning, probate and retirement planning.  She is regarded
      as an authority on Individual Retirement Accounts (IRAs)
      and speaks extensively before various audiences on the
      subject.  She has been widely published in the Florida Bar
      Journal, and the Journal of Retirement Planning.

Other EC&B attorneys joining Ruden McClosky include Alan Quiles, a
Litigation attorney; Peter Blacklock, a Real Estate and Corporate
attorney; and Heather Ries, a Bankruptcy attorney.

                       About Ruden McClosky

Founded in 1959, Ruden McClosky -- http://www.ruden.com/-- is a  
full-service Florida law firm with offices in Boca Raton, Fort
Lauderdale, Miami, Naples, Orlando, Port St. Lucie, Sarasota,
St.Petersburg, Tallahassee, Tampa, and West Palm Beach, as
well as Caracas, Venezuela.

Ruden McClosky's new Boca Raton office, -- the firm's 11th
location in the state -- is at Sanctuary Centre, 4800 North
Federal Highway, Suite 200 East.  The attorneys of EC&B's West
Palm Beach location will relocate to Ruden McClosky's West Palm
Beach office at Esperante, 222 Lakeview Avenue, Suite 800.


* Shmuel Vasser Moves to Dechert LLP as Restructuring Partner
-------------------------------------------------------------
Dechert LLP said that Shmuel Vasser has joined the firm as a
partner in the Business Restructuring and Reorganization Practice.  
He is based in the firm's New York office.  Mr. Vasser previously
was a partner at Edwards Angell Palmer & Dodge LLP and counsel at
Skadden, Arps, Slate, Meagher & Flom LLP.

Mr. Vasser has broad experience in many of the largest, most
complex restructuring and reorganizations. His notable engagements
include representing the consortium of lenders in the threatened
collapse of Long Term Capital, a Cendant Corporation affiliate in
the acquisition of the North American operating assets of Budget
Rent-A-Car, and the Chicago Mercantile Exchange as the designated
self-regulatory organization for Refco, LLC.

"I am delighted to join Dechert," Mr. Vasser said. "Dechert's
platform offers a great opportunity for us to act in substantive
and leading capacities in any major bankruptcy and reorganization
case across the country."

Mr. Vasser has experience in all aspects of bankruptcy, workouts,
and distressed situations. He has represented debtors, creditors,
Chapter 11 and Chapter 7 trustees, creditors' committees,
institutional lenders, various hedge funds and private equity
firms, and acquirers of distressed assets and securities.  Mr.
Vasser's practice includes bankruptcy issues concerning structured
finance transactions and derivative instruments.  He routinely
advises on the structuring of innovative transactions and new
financial instruments.

"We enthusiastically welcome [Mr. Vasser] to Dechert in its global
business restructuring and reorganization practice.  We have every
confidence that his substantial experience and sophisticated
expertise will fit in perfectly with Dechert's thriving global
insolvency group," H. Jeffrey Schwartz, co-chair of the firm's
business restructuring and reorganization practice said.

A graduate of the Tel Aviv University School of Law (1988) with an
L.L.M. from New York University School of Law (1990), Mr. Vasser
began his legal career as a law clerk for the Honorable Marvin A.
Holland (retired) of the U.S. Bankruptcy Court of the Eastern
District of New York.

Mr. Vasser is admitted to practice in the state of New York and
Israel.  He is also admitted before the U.S. Supreme Court, the
U.S. Court of Appeals for the Second and Fourth Circuits, and the
U.S. District Court for the Southern and Eastern Districts of New
York.

                        About Dechert LLP

With more than 1,000 lawyers in the United States, Europe, and
Asia, Dechert LLP -- http://www.dechert.com/-- advises  
corporations and financial institutions on litigation,
transactional, corporate, and regulatory matters.  Dechert's
Business Restructuring and Reorganization Practice has extensive
experience in insolvency matters and guides clients through the
challenges and opportunities posed by financially distressed
enterprises.  The group has earned a national reputation for
providing sophisticated legal advice to all significant parties
and interests confronting insolvency matters and opportunities.


* BOND PRICING: For the Week of June 9 to June 13, 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.

                    *** End of Transmission ***