TCR_Public/080617.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 17, 2008, Vol. 12, No. 143           

                             Headlines

AIRIQ INC: Posts C$1,543,000 Net Loss in 2008 First Quarter
ALION SCIENCE: S&P Cuts Corp. Credit to B- from B on High Leverage
AMACORE GROUP: Posts $2,592,655 Net Loss in 2008 First Quarter
AMACORE GROUP: Inks Securities Purchase Pact with Vicis Capital
AMERICAN INT'L: Appoints Chairman Robert B. Willumstad as CEO

ANNIE DIMARTINI: Case Summary & 15 Largest Unsecured Creditors
ARIEL WAY: Files Amended 10QSB; Reports $525,750 Equity Deficit
ASARCO LLC: Sterlite's Bid Not the Best Bid, Harbinger Asserts
ATSI COMMS: April 30 Balance Sheet Upside-Down by $21,000
BAKER ENTERPRISES: Voluntary Chapter 11 Case Summary

BARRINGTON BROADCASTING: S&P Places 'B' Rating Under Neg. Watch
BDB MANAGEMENT: Major Creditor Wants Chapter 11 Trustee Appointed
BIOPURE CORP: Has Until December 8 to Comply with Bid Price Rule
BRINX RES0URCES: Earns $135,451 in Second Quarter Ended April 30
CANAL CAPITAL: Posts $190,285 Net Loss in 2nd Qtr. Ended April 30

CANON COMMS: S&P Affirms All Ratings; Changes Outlook to Negative
CAVIATA LLC: Case Summary & 12 Largest Unsecured Creditors
CHIQUITA BRANDS: Shares Dip 29% on Forecast of Third Quarter Loss
CJ RASUL: Case Summary & 20 Largest Unsecured Creditors
COMM 2006-FL2: Fitch Chips Ratings to BB+ on Two Cert. Classes

COMM 2006-FL2: Fitch Chips Ratings to BB+ on Two Cert. Classes
COMPETITIVE TECH: Posts $1,010,795 Net Loss in Qtr. Ended April 30
CONGOLEUM CORP: Must Show Cause for Non-Dismissal on June 26
COOPER-STANDARD: S&P Holds 'B' Rating; Changes Outlook to Stable
COUNTRY SIDING: Case Summary & 20 Unsec. Creditors

DANA CORP: Wants Court to Extend Claims Objection Deadline
DELPHI CORP: IRS Wants District Court to Hear $26 Mil. Tax Case
DEN-MARK CONSTRUCTION: May Sell Various Properties Privately
DISTRIBUTED ENERGY: Bankruptcy Filing Cues Securities Delisting
DISTRIBUTED ENERGY: Gets Initial OK to Get $2MM Loan from Perseus

DISTRIBUTED ENERGY: Taps Allen & Company as Financial Advisor
DOUGLAS MCDERMOTT: Case Summary & Two Unsec. Creditors
EARTHFIRST TECH: Case Summary & 91 Largest Unsecured Creditors
EMPIRICAL INC: March 31 Balance Sheet Upside-Down by C$8,020,417
EPICEPT CORP: Board OKs Grant of Stock Options and Stock Units

ESMARK INC: Cures Nasdaq Filing Violation, Shares to Keep Trading
EVOLVED DIGITAL: March 31 Balance Sheet Upside-Down by C$4,362,530
GENESIS EDUCATIONAL: Case Summary & 2 Largest Unsecured Creditors
GREG JAMES: Expects Bankr. Judge to Approve Plan in Coming Months
GREYMOUTH LLC: Case Summary & 7 Largest Unsecured Creditors

GUAM POWER: Fitch Affirms 'BB+' Rating on $375MM Revenue Bonds
HOLLYWOOD THEATERS: Likely Covenant Breach Cues S&P's Neg. Watch
IDEARC INC: S&P Lowers Corporate Credit Rating to B+ from BB
INNOVATIVE CLINICAL: Giving Out Proceeds from Claim Against Ex-CEO
JEVIC TRANSPORTATION: Taps Klehr Harrison as Bankruptcy Counsel

JONATHAN SHIFF: Case Summary & 20 Largest Unsecured Creditors
KIMBALL HILL: Court Extends Action Removal Period to October 20
KIMBALL HILL: Wants Court to Set Claims Bar Date to August 1
KIMBALL HILL: Committee Wants to Hire Akin Gump as Co-Counsel
KIMBALL HILL: Committee Taps FTI Consulting as Financial Advisors

KIMBALL HILL: Panel Wants to Hire Garden City as Information Agent
KIRK COTTRELL: Voluntary Chapter 11 Case Summary
KNIGHTSBRIDGE CLO: S&P Puts 'BB' Rating on $16.5MM Class E Notes
LANDRY'S RESTAURANTS: Inks $1.3 Billion Buyout Deal with Fertitta
LANDSOURCE: March 30 Balance Sheet Upside-Down by $487.6 Million

LANDSOURCE COMMUNITIES: Wants to Hire Lazard as Financial Advisor
LANDSOURCE: Wants to Hire Sitrick as Communications Consultants
LODGENET INTERACTIVE: S&P Places 'B+' Rating Under Negative Watch
MAGUIRE PROPERTIES: Overhauls Management, To Secure $110MM Loan
MCCLATCHY COMPANY: Cuts 1,400 Jobs to Deal with Challenging Times

MERGE HEALTHCARE: Completes $20 Million Financing
MERGE HEALTHCARE: To Cut 16% of Workforce Under Reorganization
MESA AIR: William Hoke Resigns as Interim Chief Financial Officer
MILLER PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
MULTY INDUSTRIES: Chapter 15 Petition Summary

MUZAK HOLDINGS: S&P Changes Outlook to Neg. on Possible DMX Merger
NAVISITE INC: April 30 Balance Sheet Upside-Down by $19 Million
NAVISTAR INT'L: Caterpillar Deal Won't Affect S&P's Ratings
OVERSEAS SHIPHOLDING: S&P Affirms 'BB' Corporate Credit Rating
PENN NATIONAL: S&P's Rating Unaffected by Fortress Acquisition

PERFORMANCE TRANS: Ceases Operations After Teamsters Rejects Offer
PERFORMANCE TRANS: Four Directors Resign from PTS Board
PONTIAC MICHIGAN: Fitch Cuts $7.8MM Revenue Bonds Ratings to B
PRC LLC: Majority of PRC Creditors Vote to Accept Chapter 11 Plan
RADNOR HOLDINGS: Secured Lenders Vote 100% for Liquidation Plan

RADNOR HOLDINGS: Plan Confirmation Hearing Moved to June 18
RADNOR HOLDINGS: Court Allows Retention of Preference Counsel
RITE AID: S&P Puts B+ Issue-Level Rating on Proposed $425MM Notes
RONALD HEROMIN: Amusement Park Sold to Florida Community Bank
SALEM COMMUNICATIONS: S&P Revises Outlook to Negative from Stable

SIRIUS SATELLITE: FCC to Decide on XM Satellite Merger in Weeks
SIX FLAGS: Completes Exchange Offer for $400MM New Senior Notes
SOLOMON TECHNOLOGIES: Issues 5,783,439 Shares of Common Stock
SPACEHAB INC: Taps Lance Lord as CEO of Astrotech Space Subsidiary
SPECIALIZED TECHNOLOGY: S&P Changes Outlook to Pos. from Stable

STANDARD PACIFIC: Fitch Comments on MatlinPatterson Agreement
TELESAT CANADA: Moody's Rates New US$693MM and US$217MM Notes Caa1
TROPICANA ENT: Noteholders Get Support for Trustee Request
UNI-MARTS LLC: Seeks Court Approval for Sale Bid Procedures
UNITED SUBCONTRACTORS: S&P Holds 'B-' Rating; Removes Neg. Watch

VEDANTA RESOURCES: Fitch Assigns 'BB+' Rating on US$600MM Bonds
VERENIUM CORP: Stockholders Approve Proposals at Annual Meeting
VERSO TECHNOLOGIES: Use of $1MM Financing from Laurus Approved
VOXRED INTERNATIONAL: Voluntary Chapter 11 Case Summary
WARP 9: Full Payment of Cornell Notes Eliminates Capital Dilution

WOODBROOK CASUALTY: A.M. Best Holds B(Fair) Fin'l Strength Rating
WORLD RX: Case Summary & 57 Largest Unsecured Creditors
WORNICK CO: Class 3 and 4 Claimants Vote for Joint Amended Plan
WORNICK CO: Plan Wasn't Filed in Good Faith, Ad Hoc Panel Says
XM SATELLITE: FCC to Decide on Sirius Merger in Three Weeks

* S&P Places Ratings on 192 Tranches from 128 Synthetic CDOs
* S&P Downgrades Ratings on 36 Classes of Certificates
* S&P Says Easy Money Conditions Give Rise to PIK Notes Issuance
* US Commercial Construction Rises 12.9% in 2007, S&P Says
* S&P Says Credit Card Trust Charge-Off Rise Continues in April

* Wave of Bankruptcy Filings Seen in Newspaper Industry

* David Blank Joins Resilience Capital Partners as Associate

* Large Companies with Insolvent Balance Sheets

                             *********

AIRIQ INC: Posts C$1,543,000 Net Loss in 2008 First Quarter
-----------------------------------------------------------
AirIQ Inc. reported a net loss of C$1,543,000 for the three months
ended March 31, 2008, compared with a net loss of C$2,897,000 for
the three months ended March 31, 2007, excluding gains from the
transaction relating to the sale of certain tangible and
intangible assets and liabilities of AirIQ US on March 16, 2007.

The company reported a net income of C$672,000 for the three
months ended March 31, 2007, including the one time gain of
C$3,569,000 related to the sale of certain tangible and intangible
assets and liabilities of AirIQ US related to its vehicle finance
industry tracking business on March 16, 2007.

Revenues for the three months ended March 31, 2008, decreased
58.5% to C$3,546,000 from C$8,548,000 for the three months ended
March 31, 2007.

The decrease in revenues for the three months ended March 31,
2008, was primarily due to the sale of certain assets and
liabilities of the company's subsidiary, AirIQ US, related to the
vehicle finance industry tracking business on March 16, 2007.

In addition, the company recorded lower revenues of approximately
C$392,000 in the first quarter of 2008 compared to the same period
in the previous year due to reduced product sales to the purchaser
of certain assets and liabilities of AirIQ US in March 2007.

The company also experienced lower airtime revenues of
approximately C$525,000 for the three months ended March 31, 2008,
compared to the three months ended March 31, 2007, due to the
reduction in its Canadian and U.S. analog subscriber base
resulting from the termination of the analog networks in Canada on
May 31, 2007, and in the United States on Jan. 31, 2008, by the
wireless network carriers.

                 Liquidity and Capital Resources

As at March 31, 2008, the company had cash of C$4,929,000 and
positive working capital of C$4,498,000.

Working capital has been calculated by netting current assets and
current liabilities, excluding restricted cash, and deferred
revenue and obligations for service contracts that are non-cash
items.

At March 31, 2008, the company's consolidated balance sheet showed
C$18,982,000 in total assets, C$12,658,000 in total liabilities,
and C$6,324,000 in total stockholders' equity.

                       Going Concern Doubt

The company has incurred significant losses of C$1,543,000 for the
three months ended March 31, 2008, and has an accumulated deficit
of C$89,128,000 as at March 31, 2008.  The company said its
continuation as a "going concern" is uncertain and may depend upon
its ability to achieve profitable operations and upon its ability
to obtain additional financing or equity in the future.

                         About AirIQ Inc.

AirIQ Inc. (TSX: IQ) -- http://www.airiq.com/-- is a leader in  
Wireless Location Services, specializing in Telematics and
Security.  AirIQ has offices in Pickering, Ontario, Canada, and in
San Diego, California.  The company offers a suite of location
based services (LBS) under a 'software as a service' (SaaS) model
that results in recurring revenues for each device deployed.

AirIQ's offers service to three primary markets: Commercial
Fleets; dealers that service Consumer segments; and Marine Fleets
(fisheries and workboat).  AirIQ gives vehicle and vessel owners
the ability to monitor, manage and protect their mobile assets.
Services include: instant vehicle locating, boundary notification,
automated inventory reports, maintenance reminders, security
alerts, vehicle disabling and unauthorized movement alerts.


ALION SCIENCE: S&P Cuts Corp. Credit to B- from B on High Leverage
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on McLean, Virginia-based Alion Science and Technology
Corp. to 'B-' from 'B'.  At the same time, S&P removed the rating
from CreditWatch, where it had been placed with negative
implications on Feb. 28, 2008.
     
"The downgrade reflects high leverage, limited covenant cushion,
and upcoming increases in cash interest costs and maturities,"
said Standard & Poor's credit analyst David Tsui.
     
The outlook is developing, meaning that S&P could raise or lower
the ratings.  This reflects Alion's discussions to restructure its
16% subordinated notes, which turn cash pay in December 2008.  
Additionally, the company's bank loan covenants have a step-down
in the quarter ending December 2008, which may be challenging to
meet given current performance.
     
The rating on Alion reflects the company's second-tier position in
the highly competitive and consolidating government information
technology services market, very high debt leverage, a tight
cushion within its bank loan covenants, and limited liquidity.  A
predictable revenue stream based on a strong backlog and the
expectation that the government IT services sector will continue
to grow in the intermediate term are partial offsets to these
factors.
     
Alion is an employee-owned technology solutions company delivering
technical expertise and operational support to the Department of
Defense, civilian government agencies, and commercial
organizations.


AMACORE GROUP: Posts $2,592,655 Net Loss in 2008 First Quarter
----------------------------------------------------------------
The Amacore Group Inc. reported a net loss of $2,592,655 for the
first quarter ended March 31, 2008, compared with a net loss of
$4,961,905 in the same period last year.

Total revenue was $5,469,333 for the three months ended March 31,
2008, an increase of approximately $5,309,466 from total revenue
for the same period in 2007.  New product offerings and growth in
Amacore's membership base as well as the acquisitions of LifeGuard
and JRM contributed to the significant increase in revenue earned
during the quarter ended March 31, 2008.

Total operating expenses for the three months ended March 31,
2008, were $5,119,699, compared to $5,026,560 for the same period
of 2007.

The company does not currently maintain a line of credit or term
loan with any commercial bank or other financial institution and
has not made any other arrangements to obtain additional
financing.  

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$23,421,580 in total assets, $11,779,375 in total liabilities, and  
$11,642,205 in total stockholders' equity.

The company's consolidated financial statements at March 31, 2008,
also showed strained liquidity with $8,009,688 in total current
assets available to pay $11,779,375 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?2cdd

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about the company's ability to continue as a going concern.  
The company has sustained operating losses in recent years.  In
addition, the company reported a net loss of $2,592,655 for the
quarter ended March 31, 2008, and had negative working capital of
$3,769,687 as of March 31, 2008.

                     About The Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership  
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.  

Through its wholly-owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.


AMACORE GROUP: Inks Securities Purchase Pact with Vicis Capital
---------------------------------------------------------------
The Amacore Group, Inc. entered into a Securities Purchase
Agreement with Vicis Capital Master Fund for the purchase by Vicis
of:

   (a) 400 shares of the company's Series H Convertible Preferred
       Stock, par value $.001 per share convertible into the
       company's Class A Common Stock, par value $0.001 per share
       at an initial price of $5.00 per share, and

   (b) a warrant to acquire 45,000,000 shares of the company's
       Class A Common Stock, exercisable for five years at an
       exercise price of $0.375 per share, subject to certain
       adjustments, for an aggregate cash purchase price of
       $4,000,000.

Shares of Series H Preferred Stock are convertible into shares of
the company's Class A Common Stock and have rights and preferences
senior to certain other classes and series of the company's
capital stock.  The Purchase Agreement contains customary
representations and warranties and indemnification provisions in
favor of Vicis.

The Purchase Agreement also provides that at any time prior to
4:00 p.m. EDT on Sept. 2, 2008 and upon five days prior written
notice, the company may repurchase up to 90% of the Shares and up
to an equal percentage of the Warrant for an aggregate purchase
price in cash equal to the purchase price.

As a result of this transaction, Vicis will own 400 shares of
Series H Preferred Stock.  In addition, Vicis will own an
aggregate of 1,200 shares of the company's Series G Convertible
Preferred Stock, 694.6 shares of the company's Series D
Convertible Preferred Stock and 139 shares of the company's Series
E Convertible Preferred Stock.  In addition, Vicis owns warrants
to acquire 400,000 shares of the company's Class A Common Stock at
an exercise price of $2.40 per share and, as a result of this
transaction (assuming the issuance of the Warrant), warrants to
acquire 112,500,000 shares of the company's Class A Common Stock
at an exercise price of $0.375 per share.

In connection with the purchase agreement, the company and Vicis
also entered into a Warrant Agreement and a Registration Rights
Agreement, each dated as of June 2, 2008.

Pursuant to the Warrant Agreement, the Warrant Price is subject to
adjustment for certain events, including the payment of a dividend
payable in capital stock of the company, any stock split,
combination, or reclassification and certain issuances of Class A
Common Stock or securities convertible into or exercisable for
Class A Common Stock at a price per share or conversion price less
than the then applicable Warrant Price.

In the event of certain corporate changes, including any
consolidation or merger in which the company is not the surviving
entity, sale or transfer of all or substantially all of the
Company’s assets, certain share exchanges and certain
distributions of property or assets to the holders of Class A
Common Stock, the holder of the Warrant shall have the right to
receive upon exercise such securities and other property as would
have been issued or payable as a result of such corporate change
with respect to or in exchange for the Class A Common Stock
issuable upon exercise of the Warrant.

The Registration Rights Agreement provides Vicis certain
"piggyback" registration rights with respect to the shares of
Class A Common Stock or other Company securities into which the
Shares and Warrant may be converted.

A full-text copy of the Securities Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?2e08

A full-text copy of the Warrant Agreement is available for free at
http://ResearchArchives.com/t/s?2e09

A full-text copy of the Registration Rights Agreement is available
for free at http://ResearchArchives.com/t/s?2e0a

Headquartered in Tampa, Florida, The Amacore Group Inc. (OTC BB:
ACGI) -- http://www.amacoregroup.com/-- offers  healthcare
solutions to families, individuals, small and large employer
groups, and association markets through a wide array of unique
products, benefits and services created for the Consumer Driven
Healthcare market.  


AMERICAN INT'L: Appoints Chairman Robert B. Willumstad as CEO
-------------------------------------------------------------
American International Group Inc.'s board of directors has named
chairman Robert B. Willumstad as chief executive officer.

Mr. Willumstad succeeds Martin J. Sullivan, who is leaving AIG and
its board of directors.  The board has also named Stephen F.
Bollenbach as its lead independent director.

"[Mr. Sullivan] successfully led AIG through the crisis it faced
when he became CEO in 2005, and he has made significant
contributions over the past three years in executing AIG's
strategy and building on its global franchise," George L. Miles,
Jr., chairman of the nominating and corporate governance committee
of the board of directors, said.  "The board has determined that
[Mr. Willumstad's] broad managerial and financial services
experience makes him the right person to lead AIG through  the
turbulent markets, drive further organizational change and rebuild
shareholder value in the years ahead."

"On behalf of the board and the entire organization, I want to
thank [Mr. Sullivan] for his extraordinary dedication and service
to AIG for over 35 years," Mr. Miles continued.  "We all wish him
well in his future endeavors."

"AIG is fortunate to have a world-class financial services
executive on its board who can immediately step into the CEO role
and successfully lead AIG at this critical juncture," said
Mr. Bollenbach.  "The board has great confidence in
[Mr. Willumstad's] leadership and his ability to restore AIG to
its historic levels of performance."

"I am honored by the opportunity to lead AIG at this important
time. Although conditions in the credit markets continue to create
significant challenges in several areas of the business, AIG has
great people throughout the organization and an unrivaled global
franchise with tremendous long-term growth potential," said
Mr. Willumstad.  

"In the coming months, we will conduct a thorough strategic and
operational review of AIG's businesses and their performance,"
Mr. Willumstad said.  "The board and I recognize that results over
the past two quarters have been unacceptable, but we are confident
in AIG's future.  We are determined to get the organization back
on track as quickly as possible and ensure it is well positioned
for future success."

Mr. Willumstad has been chairman of the board of AIG since
November 2006.  He is the co-founder of Brysam Global Partners, a
New York-based private equity investment firm focused on emerging
markets financial services investments.  He resigned in 2005 as
president and chief operating officer of Citigroup Inc., where he
was responsible for all of the company's businesses and also
served as a board member.

Mr. Willumstad was chairman and chief executive officer of the
Global Consumer Group at Citigroup, where he was responsible for
all of its global consumer businesses, including credit cards,
consumer finance and retail banking.  

Prior to the formation of Citigroup in 1998 from the merger of
Citicorp and Travelers Group, he was chairman and chief executive
officer of Travelers Group Consumer Financial Services.  He joined
CitiFinancial fka Commercial Credit in 1987.

Earlier in his career, he spent 20 years at Chemical Bank in
operations, retail banking and computer systems.  He is a member
of the board of directors of S.C. Johnson & Son Inc. and a trustee
of Adelphi University.

              About American International Group Inc.

Based in New York City, American International Group Inc. is an
international insurance and financial services organization, with
operations in more than 130 countries and jurisdictions.  The
company is engaged through subsidiaries in General Insurance, Life
Insurance & Retirement Services, Financial Services and Asset
Management. AIG reported total revenues of $14.0 billion and a net
loss of $7.8 billion for the first quarter of 2008.  Shareholders'
equity was $79.7 billion as of March 31, 2008.

                          *     *     *

As disclosed in the Troubled Company Reporter on May 26, 2008,
Moody's Investors Service has downgraded the senior unsecured debt
rating of American International Group, Inc. (NYSE: AIG) to Aa3
from Aa2. The rating agency has also downgraded the ratings of
several subsidiaries, including those whose ratings have relied on
material support from the parent company, as well as those with
significant exposure to the US residential mortgage market. These
rating actions largely conclude the reviews for possible downgrade
announced by Moody's on May 9 and May 15, 2008, following AIG's
announcement of a $7.8 billion net loss for the first quarter of
2008. The rating outlook for AIG (parent company) is negative,
reflecting the company's exposure to further volatility in the US
mortgage market as well as uncertainty surrounding the strategic
direction for AIG Financial Products Corp. (AIGFP).


ANNIE DIMARTINI: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Annie Laurie DiMartini
        1584 Signal Butte Way
        Henderson, NV 89012

Bankruptcy Case No.: 08-15937

Chapter 11 Petition Date: June 6, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Christopher Patrick Burke, Esq.
                  (atty@cburke.lvcoxmail.com)
                  218 S Maryland Pky.
                  Las Vegas, NV 89101
                  Telephone: (702) 385-7987

Total Assets: $2,922,725

Total Debts: $2,758,784

A copy of Debtor's petition and a list of its 15 largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/nvb08-15937.pdf


ARIEL WAY: Files Amended 10QSB; Reports $525,750 Equity Deficit
---------------------------------------------------------------
Ariel Way Inc. filed with the U.S. Securities and Exchange
Commission on June 11, 2008, an amendment to its Form 10QSB for
the second quarter ended March 31, 2008, which was previoulsy
filed on May 20, 2008.

Ariel Way Inc.'s consolidated balance sheet at March 31, 2008,
showed $5,415,762 in total assets and $5,941,512  in total
liabilities, resulting in a $525,750 total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,721,933 in total current assets
available to pay $5,941,512 in total current liabilities.

The company reported a net loss of $187,371 on revenues of
$1,124,715 for the second quarter ended March 31, 2008, compared
with a net loss of $131,523 on revenues of $330,093 in the
corresponding ended March 31, 2007.

Full-text copies of the company's amended consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e0b

                       Going Concern Doubt

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

                         About Ariel Way

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


ASARCO LLC: Sterlite's Bid Not the Best Bid, Harbinger Asserts
--------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., and Harbinger
Capital Partners Special Situations Fund, L.P., complain that
Sterlite Industries (India), Ltd.'s $2,600,000,000 bid is not the
"best" bid for the assets of ASARCO LLC and its debtor-affiliates.

Harbinger contends that Sterlite's bid fails to address several
of the Court-approved factors for selecting the best bid:

   (a) Sterlite has no deal with the United Steelworkers.
       Sterlite's bid explicitly contemplates closing without any
       collective bargaining agreement with the USW, and commits
       the Debtors to prosecute closing even if Sterlite decides
       against making a deal with the USW.  

   (b) Sterlite and its controlling affiliate, Vedanta Resources
       plc, are environmental predators.  They have a well-
       documented and appalling track-record of running roughshod
       over environmental laws and regulations, notwithstanding
       the Court's direction to consider the bidder's history of
       environmental compliance in determining the highest and
       best bid.

   (c) The guaranty of Sterlite's performance may be enforceable
       as a legal matter but it is unenforceable as a practical
       matter.  Sterlite has no assets or operations in the
       United States.  Sterlite has no investment in the Debtors.
       The only assets Sterlite has risked in its bid is a paltry
       $50,000,000 letter of credit.  As for enforcing a U.S.
       judgment in India, some experts believe that enforcing
       U.S. judgment in India could take as long as 20 years to
       prosecute.

   (d) Sterlite plans to finance its acquisition with
       $780,000,000 to $1,300,000,000 of uncommitted external
       financing.

   (e) Sterlite (USA), Inc., was especially formed to purchase
       the Debtors' assets.  Sterlite USA has no assets and there
       is no evidence that the newly created corporation will be
       sufficiently capitalized to operate the Debtors' business.

Given that the Sterlite bid failed most of the Bid Factors and
the magnitude of the risks involved, Harbinger emphasizes that
the Bid Protections shield a transaction that has little  
likelihood of success and do nothing but hinder real bidders from
seeking to purchase the Debtors' assets.

Harbinger thus asks the Honorable Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to deny
approval of the Bid Protections, direct the Debtors to re-run the
auction, and pick a "real winner" using the Court-approved Bid
Factors.

         Sterlite Bid Not Enough to Pay Creditors in Full,
                       Asarco Inc. Asserts

Asarco Incorporated asks the Court to find that the Bid
Procedures are not fair, are not reasonable, does not maximize
the Debtors' value; and ultimately, deny approval of those
Protections.

To keep in check the Debtors' depletion of its residual equity
interest and in light of its commitment to fund a Full Payment
Plan, Asarco Inc. urges the Court grant it control over plan-
related issues and significant settlements.

Asarco Inc. says the Debtors have admitted that proceeds from the
sale of their assets to Sterlite "may or may not be sufficient to
fund a full-payment plan."

                Judge Schmidt to Rule Before July 2

Judge Schmidt said he will issue a ruling on the final bid
protection motion before July 2, Reuters reported.  Sterlite's
bid for ASARCO's assets will terminate if Judge Schmidt do not
approve the final bid protections by July 2.  According to
Bloomberg News, Judge Schmidt said he needs more time to review
legal briefs and testimony before deciding whether to make
Sterlite the stalking horse bidder.

                          About ASARCO

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ATSI COMMS: April 30 Balance Sheet Upside-Down by $21,000
---------------------------------------------------------
ATSI Communications Inc.'s consolidated balance sheet at April 30,
2008, showed $2,602,000 in total assets and $2,623,000 in total
liabilities, resulting in a $21,000 total stockholders' deficit.

The company reported net income of $95,000 on total operating
revenues of $11,171,000 for the third quarter ended April 30,
2008, compared with a net loss of $214,000 on total operating
revenues of $8,140,000 in the corresponding period ended April 30,  
2007.

Carrier services revenue increased by $3,034,000, or 37%, when
comparee to the quarter ended April 30, 2007, primarily due to an
increase in VoIP traffic.

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?2e06

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Malone & Bailey PC, in Houston, Texas, expressed substantial doubt
about ATSI Communications Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm stated that ATSI has a working capital deficit, has
suffered recurring losses from operations and has a stockholders'
deficit.

                    About ATSI Communications

Based in San Antonio, Texas, ATSI Communications Inc. (OTC BB:
ATSX) -- http://www.atsi.net/-- operates through its two wholly  
owned subsidiaries, Digerati Networks Inc. and Telefamilia
Communications Inc.  Digerati Networks Inc. is a global VoIP
carrier serving rapidly expanding markets in Asia, Europe, the
Middle East, and Latin America, with an emphasis on Mexico.

Telefamilia Communications provides specialized retail
communication services that includes VoIP services to the high-
growth Hispanic market in the United States.  ATSI also owns a
minority interest of a subsidiary in Mexico, ATSI Comunicaciones
S.A. de C.V., which operates under a 30-year government issued
telecommunications license.


BAKER ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Baker Enterprises, Inc.
        299 N. Drury Lane
        Walden, NY 12586

Bankruptcy Case No.: 08-36271

Type of Business: The Debtor is in the excavation business.

Chapter 11 Petition Date: June 13, 2008

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Bruce R. Alter, Esq.
                  Email: altergold@aol.com
                  Alter & Goldman
                  550 Mamaroneck Ave., Ste. 510
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031

Estimated Assets: $1,650,000

Estimated Debts:  $2,050,000

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


BARRINGTON BROADCASTING: S&P Places 'B' Rating Under Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Hoffman Estates, Illinois-
based Barrington Broadcasting LLC on CreditWatch with negative
implications.
     
"The CreditWatch placement reflects the difficulty that we believe
the company faces in the intermediate term to meaningful reduce
debt and increase EBITDA, both of which will be essential to
complying with an aggressive schedule of tightening leverage
covenants," said Standard & Poor's credit analyst Jeanne
Mathewson.
     
Two-year average EBITDA, which smoothes the effects of political
advertising and Olympics cycles, is used in the covenants' EBITDA
definition.
    
In resolving the CreditWatch listing, Standard & Poor's will
monitor the company's operating trends and its ability to reduce
debt to two-year-average EBITDA, as calculated under the leverage
covenant.  S&P could lower the rating if the company is unable to
reduce debt to two-year average EBITDA to its previously stated
target of 7.55x or less by the end of the Sept. 30, 2008, quarter.  
At the current debt levels, EBITDA in the second and third
quarters of 2008 would need to increase by 22% over the same
period in 2006, the last major election year, or 35% over 2007, to
achieve this leverage target, which currently S&P view as
unlikely.


BDB MANAGEMENT: Major Creditor Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------------
The Private Bank of the Peninsula, a creditor in William J. del
Biaggio, III and BDB Management LLC's Chapter 11 cases, asked the
U.S. Bankruptcy Court for the Northern District of California to
appoint Todd Neilson as the Chapter 11 trustee in their bankruptcy
cases, Richard Lawson of the Nashville City Paper reports.

Bob Mendes, Esq., counsel for Mr. del Biaggio, said that a Chapter
11 trustee is appointed when creditors do not trust the Debtor in
resolving financial issues and carrying out the going-concern
business.  Del Biaggio has already been accused by his lenders of
fraudulent borrowing.  He is also under federal investigation, the
Paper relates.

The Nashville Paper also notes that the motion might have a
potential effect on Mr. del Biaggio's minority stake in the
Nashville Predators, a National Hockey League team.

Menlo Park, California-based BDB Management LLC and its affiliates
filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D.
Calif. Lead Case No. 08-31001).  William J. del Biaggio, III, an
interest holder of the companies, concurrently filed for
bankruptcy.

Judith Whitman, Esq., at Diemer Whitman and Cardosi LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of $50 million to $100 million.


BIOPURE CORP: Has Until December 8 to Comply with Bid Price Rule
----------------------------------------------------------------
The NASDAQ Stock Market has granted Biopure Corporation an
additional 180 days, or until Dec. 8, 2008, to regain compliance
with Marketplace Rule 4310(c)(4) requiring a minimum bid price of
$1.00 for continued listing.  

The company relates that it meets all other required inclusion
criteria for the NASDAQ Capital Market.  If, at any time before
Dec. 8, 2008, the bid price of the company's common stock closes
at $1.00 per share or more for a minimum of 10 consecutive
business days, the company will be provided written notification
that it complies with the Marketplace Rule.

If compliance with the Marketplace Rule cannot be demonstrated by
Dec. 8, 2008, NASDAQ will issue a delisting notice to the company.

Headquartered in Cambridge, Massachussetts, Biopure Corporation
(NasdaqCM: BPUR) -- http://www.biopure.com/--  develops,
manufactures and markets pharmaceuticals, called oxygen
therapeutics, that are intravenously administered to deliver
oxygen to the body's tissues.  The company is developing Hemopure
for a potential indication in cardiovascular ischemia, in addition
to supporting the U.S. Navy's government-funded efforts to develop
a potential out-of-hospital trauma indication.  Biopure's
veterinary product Oxyglobin(R) is indicated for the treatment of
anemia in dogs.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb 1, 2008,
Ernst & Young raised substantial doubt about Biopure Corporation's
ability to continue as a going concern after it audited the
company's financial statements for the year ended Oct. 31, 2007.

The auditing firm pointed to the company's recurring losses from
operations and lack of sufficient funds to sustain its operations
through the end of fiscal 2008  

The company posted a net loss of $36,282,000 on total revenues of
$2,556,000 for the year ended Oct. 31, 2007, as compared with a
net loss of $26,454,000 on total revenues of $1,715,000 in the
prior year.


BRINX RES0URCES: Earns $135,451 in Second Quarter Ended April 30
----------------------------------------------------------------
Brinx Resources Ltd. reported net income of $135,451 for the
second quarter quarter ended April 30, 2008, compared with net
income of $41,106 in the same period ended April 30, 2007.

Revenues of $380,472 during the three months ended April 30, 2008,
compared with $282,400 during the three months ended April 30,
2007, an increase of $98,072, due to increased oil and gas
production as well as increased oil and natural gas prices.  

The increase in net income was largely attributable to the
increase in revenues.

At March 31, 2008, the company's consolidated balance sheet showed
$2,803,415 in total assets, $101,933 in total liabilities, and
$2,701,482 in total stockholders' equity.

Full-text copies of the company's financial statements for the
quarter ended April 30, 2008, are available for free at:

               http://researcharchives.com/t/s?2e03

                       Going Concern Doubt

Gordon, Hughes & Banks LLP, in Greenwood Village, Colorado,
expressed substantial doubt about Brinx Resources Ltd.'s ability
to continue as a going concern after auditing the company's
financial statements for the years ended Oct. 31, 2007 and 2006.  
The auditing firm said that the company has incurred losses since
inception and has recently commenced principal operations.

The company has accumulated a deficit of $124,903 through
April 30, 2008.  The company will need to generate additional
revenues to successfully maintain and expand its current level of
operations.  

                      About Brinx Resources

Headquartered in Albuquerque, New Mexico, Brinx Resources Ltd.
(OTC BB: BNXR.OB) -- http://www.brinxresources.com/-- is an  
expanding exploration company focused on developing North American
oil and natural gas reserves.  

The compan's current focus is on the continued exploration and
development of its land portfolio comprised of working interests
in the Owl Creek Project located in McClain County, Oklahoma (50%
interest), the Three Sands Project located in Noble County,
Oklahoma (40% interest), and its newest interest in its
Mississippi Prospect in Palmetto Point (10% interest).  


CANAL CAPITAL: Posts $190,285 Net Loss in 2nd Qtr. Ended April 30
-----------------------------------------------------------------
Canal Capital Corp. reported a net loss of $190,285 on revenues of
$958,238 for the second quarter ended April 30, 2008, compared
with a net loss of $222,102 on revenues of 979,962 in the same
period ended April 30, 2007.

At April 30, 2008, the company's consolidated balance sheet showed
$3,250,420 in total assets, $2,337,303 in total liabilities, and  
$913,117 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2008, are available for
free at http://researcharchives.com/t/s?2e0c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 4, 2008
Todman & Co., CPAs, P.C., in New York, express substantial doubt
about Canal Capital Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Oct. 31, 2007, and 2006.

The auditing firm reported that the company has suffered recurring
losses from operations and is obligated to continue making
substantial annual contributions to its defined benefit pension
plan.

                       About Canal Capital

Headquartered in Hauppauge, New York, Canal Capital Corporation
(OTC: COWP) is engaged in two distinct businesses -- stockyard and
real estate operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of a commercial office space, land and structures leased to
third parties as well as vacant land available for development or
resale.

Canal also operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.


CANON COMMS: S&P Affirms All Ratings; Changes Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Canon
Communications LLC to negative from stable.  At the same time, S&P
affirmed all ratings on the company, including the 'B' corporate
credit rating.
     
"The outlook revision reflects the difficulties that we believe
Canon faces in the intermediate term to meaningfully reduce debt
and increase EBITDA, both of which will be essential to complying
with an aggressive covenant tightening schedule," said Standard &
Poor's credit analyst Jeanne Mathewson.
     
Canon has a high concentration of revenue and EBITDA in several
trade shows and publications addressing medical devices and
packaging.  The medical device concentration leaves the company
highly vulnerable to potential weakness in this sector, even
though the sector's business trends do not directly relate to
economical cycles.
     
Trade shows, which account for more than half of Canon's revenues,
have higher margins and are less vulnerable to economic cycles
than its magazines because of less competition and exhibitors'
high annual renewal rates.  The company's publishing division has
been hurt by shifts in marketing spending as it migrates from
print-based to digital advertising.  Although the company has
a small, growing digital division, competition among Internet-
based media is more challenging than among print-based media
because of lower barriers to entry.


CAVIATA LLC: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Caviata, LLC
        950 Henry Orr Parkway, Ste. 2302
        Sparks, NV 89434

Bankruptcy Case No.: 08-50964

Chapter 11 Petition Date: June 16, 2008

Court: District of Nevada (Reno)

Debtor's Counsel: Cecilia L. Rosenauer, Esq.
                  Email: c.lee@cecilialee.net
                  510 W. Plumb Lane, Ste. A
                  Reno, NV 89509
                  Tel: (775) 324-1011
                  Fax: (775) 324-6616
                  http://www.cecilialee.net/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Caviata Attached Homes, LLC    $30,000,000
8700 Technology Way
Reno, NV 89521

Consumer Source, Inc.          $5,256
P.O. Box 88040
Atlanta, GA 30324

Sierra Summit Landscaping, LLC $2,500
18124 Wedge Pkwy. Ste. 410
Reno, NV 89511

United Advertising             $534
Publications, Inc.

High Sierra Cleaning           $520

Real Page                      $184

Home Depot Supply              $182

Nevada Court Services          $170

Majestic Carpet Care           $155

Progressive Pest Management    $75

Airgas NCN, Inc.               $64

Federal Express                $40


CHIQUITA BRANDS: Shares Dip 29% on Forecast of Third Quarter Loss
-----------------------------------------------------------------
Shares of Chiquita Brands International Inc. dropped 29% after the
fruit-and-vegetable distributor said it expects to report a third-
quarter loss amid struggles to offset higher industry costs, The
Wall Street Journal relates.

In a press statement, the company stated that significant
increases were posted in banana prices in April and May, but it
sees flat volume in North American and lower volume in Europe as
higher sourcing costs continue to affect results.  

According to WSJ, Chiquita didn't give an outlook on June 16 for
its second quarter, which ends in two weeks.

WSJ says that BB&T Capital Markets cut its rating on the stock to
"hold" from "buy," citing disappointing pricing and volume trends
despite a temporary U.S. surcharge.  WSJ points out that shares
were off $6.68 at $16.65 in 4 p.m. on Monday at the New York Stock
Exchange composite trading.

WSJ cites Chiquita chief executive Fernando Aguirre as saying:
"pricing in Europe has begun to moderate and reflect normal
seasonal trends, as previously expected, and industry and other
product supply costs continue to increase substantially."

WSJ indicates that Chiquita raised its estimate for industry and
product-supply cost increases by $60 million to $65 million to
$240 million to $265 million on fuel, raw-material and fertilizer
prices.

BB&T noted that although some of Chiquita's higher cost estimates
will be offset by gains on fuel hedges, net costs will likely
still increase by about $48 million to $53 million, WSJ states.

BB&T, according to WSJ, projects Chiquita's European launch of its
"Just Fruit in a Bottle" product will require "significant
unforeseen spending."

The fruit distributor continues to project strong 2008 operating-
performance improvements but said the second half will be
challenging, WSJ relates.  Chiquita expects to post a "significant
loss" in the third quarter with a "more normal" fourth quarter,
WSJ adds.  Chiquita posted a first-quarter profit after reporting
losses in both the third and fourth quarters, WSJ notes.

WSJ relates that the mean estimates of analysts surveyed by
Thomson Reuters were for a third-quarter profit of three cents a
share and a fourth-quarter profit of 29 cents a share.

                      About Chiquita Brands

Headquartered in Cincinnati, Ohio, Chiquita Brands International
Inc. (NYSE: CQB) -- http://www.chiquita.com/-- is a marketer and   
distributor of high-quality fresh and value-added food products.
The company markets its products under the Chiquita(R) and Fresh
Express(R) premium brands and other related trademarks.  Chiquita
employs approximately 24,000 people operating in more than 70
countries worldwide.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.429 billion in total assets, $533.3 million in total
liabilities, and $895.5 million in total stockholders' equity.

                          *     *    *

As reported in the Troubled Company Reporter on March 4, 2008,
Moody's Investors Service affirmed Chiquita Brands International
Inc.'s $250 million 7.5% senior unsecured notes due 2014 at Caa2
(LGD5), LGD % to 82% from 89%; and $225 million 8.875% senior
unsecured notes due 2015 at Caa2 (LGD5), LGD % to 82% from 89%.  


CJ RASUL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: C. J. Rasul & Suheir S. Rasul
        dba Richwell Properties
        8997 Highway 51 North
        Southaven, MS 38671

Bankruptcy Case No.: 08-12253

Chapter 11 Petition Date: June 9, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: James W. Amos, Esq.
                  (jwamosattorney@aol.com)
                  2430 Caffey Street
                  Hernando, MS 38632
                  Telephone: (662) 429-7873

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

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

A copy of Debtor's petition and a list of its 20 largest unsecured
creditors is available for free at:

             http://bankrupt.com/misc/msnb08-12253.pdf


COMM 2006-FL2: Fitch Chips Ratings to BB+ on Two Cert. Classes
--------------------------------------------------------------
Fitch Ratings downgraded these rake classes of COMM 2006-FL2
commercial mortgage pass-through certificates:

  -- $2.4 million class TC-2 to 'BB+' from 'BBB-'.
  -- $2.9 million class TC-1 to 'BB+' from 'BBB';

Fitch also placed these rake classes on Rating Watch Negative:

  -- $3.3 million class MSH-1 at 'BBB+';
  -- $2.9 million class MSH-2 at 'BBB';
  -- $4.8 million class MSH-3 at 'BBB-';
  -- $4.0 million class MSH-4 at 'BB+';

Additionally, Fitch affirmed these classes:

  -- $885.3 million class A-2 at AAA;
  -- $507.0 million class A-J at AAA';
  -- $96.1 million class B at 'AA+';
  -- $67.5 million class C at 'AA+'
  -- $74.4 million class D at 'AA',
  -- $55.4 million class E at 'AA-';
  -- $55.4 million class F at 'A+;
  -- $52.8 million class G at 'A+';
  -- $32.9 million class H at 'A';
  -- $37.5 million class J at 'A-';
  -- Interest Only classes X-1, X-2, X-3-BC, X-3-DB, X-3-SG, X-4,
X-5-BC, X-5-DB, and X-5-SG at AAA.

Class A-1 has paid in full.

Fitch also affirmed the rake classes as:

  -- $12.8 million class CN-1 at 'BBB';
  -- $8.7 million class CN-2 at 'BBB';
  -- $8.7 million class CN-3 at 'BBB-';
  -- $74.4 million class KR-1 at 'BBB+';
  -- $23.2 million class KR-2 at 'BBB';
  -- $65.5 million class KR-3 at 'BBB-';
  -- $6.8 million class IP-1 at 'BBB+';
  -- $11.2 million class IP-2 at 'BBB';
  -- $11.0 million class IP-3 at 'BBB-';
  -- $5.0 million class HDC-1 at 'BBB+';
  -- $6.5 million class FSH-1 at 'BBB+';
  -- $8.7 million class FSH-2 at 'BBB';
  -- $9.2 million class FSH-3 at 'BBB-';
  -- $1.1 million class CA-2 at 'BBB';
  -- $1.3 million class CA-3 at 'BBB-';
  -- $1.4 million class CA-4 at 'BBB-';
  -- $6.3 million class AN-3 at 'BBB-';
  -- $5.0 million class AN-4 at 'BBB-';
  -- $5.9 million class FG-1 at 'AA';
  -- $6.1 million class FG-2 at 'A+';
  -- $4.3 million class FG-3 at 'A-';
  -- $5.5 million class FG-4 at 'BBB';
  -- $7.2 million class FG-5 at 'BBB-';
  -- $2.5 million class LS-1 at 'BBB+';
  -- $2.7 million class LS-2 at 'BBB';
  -- $2.6 million class LS-3 at 'BBB-';
  -- $2.3 million class LB-1 at 'BBB+';
  -- $1.6 million class LB-2 at 'BBB';
  -- $1.6 million class LB-3 at 'BBB-';
  -- $1.8 million class ES-1 at 'BBB+';
  -- $1.7 million class ES-2 at 'BBB';
  -- $1.5 million class ES-3 at 'BBB-';
  -- $1.3 million class AH-1 at 'BBB+';
  -- $1.3 million class AH-2 at 'BBB';
  -- $1.5 million class AH-3 at 'BBB-';
  -- $1.9 million class AH-4 at 'BB+';
  -- $1.3 million class CM-1 at 'A-' and
  -- $2.5 million class CM-2 at 'BBB-'.

Rake class SR-1 has paid in full.  Fitch does not rate classes
CA-1, AN-1 and AN-2.

The downgrade of classes TC-1 and TC-2 is due to declining
performance at The Avenue at Tower City, located in Cleveland,
Ohio.  The property's anchor tenant is Tower City Cinema.  Despite
an increase of occupancy to 95.1% at year end 2007 compared to
91.3% at YE06, inline sales per square foot have declined from
$279 to $266 for YE06 and YE07, respectively.

The placement of classes MSH-1, MSH-2, MSH-3, and MSH-4 on Rating
Watch Negative is due to slower than expected recovery from
ongoing renovations.  The loan is secured by three hotels;
Sheraton Suites San Diego (San Diego, CA), Sheraton Framington
(Framington, MA) and Westin Embassy Row (Washington, DC).  The
borrower did not meet YE07 budget targets due to the expectation
that renovations would be complete and the properties would be
fully operational.  As a result, banquets, catering and transient
business was turned away.  Fitch will continue to monitor the
performance of the loan as renovations are approaching completion.

As of the May 2008 distribution date, the total collateral balance
has been reduced by 26.49% to $2.2 billion from $3.0 billion at
issuance.  Credit enhancement, however, has increased only
marginally because of the transaction's modified sequential pay
structure.  The structure provides that, for all but one loan, 85%
of any principal proceeds are allocated to the class A and A-J
notes, with the remainder allocated to the remaining collateral
classes B through J.

Since issuance in October 2006, the Strategic Hotel Portfolio loan
has paid in full, along with its accompanying rake class.  In
addition, the balance of the Carr National Portfolio, the largest
loan at issuance, was reduced by 68.8% through paydown, and the
Carr America Portfolio, the fifth largest loan at issuance, was
paid down by 73.7%.  The Four Seasons Hualalai (Kailua-Kona,
Hawaii) loan has paid down 12.8% through the sale of residences in
the resort-home portion of that collateral.

The four largest loans make up 67.1% of the transaction, and all
except one loan in the deal (3.0%) have subordinate debt outside
the transaction.  In addition, three loans, including the two Carr
Portfolio loans and the Kerzner International Portfolio, have debt
that is pari passu with the debt obligations in other commercial
mortgage backed securities transactions.

The remaining collateral consists of sixteen loans listed below in
order of size.  The collateral includes loans on hotels (60.8%),
office (17.1%), multifamily (11.9%) and retail (10.2%) properties.

The loans are: Kerzner International Portfolio (31.8%);
Independence Plaza (11.9%); Hotel del Coronado (11.7%); Carr
America National Pool 3 (11. 6%); Four Seasons Hualalai (8.0%);
Albertson's (Newkirk) Portfolio (5.2%); MSREF Hotel Portfolio
(3.1%); Superstition Springs Center (3.1%); Ft. Lauderdale Marina
Marriott (3.0%); Legacy So Cal Portfolio (2.5%); The Avenue at
Tower City (1.9%); Legacy Bayside (1.6%); Carr America Pool 2
(1.4%); Embassy Suites Lake Buena Vista (1.3%); Algonquin Hotel
(1.3%); and Charleston Marriott (0.63%).


COMM 2006-FL2: Fitch Chips Ratings to BB+ on Two Cert. Classes
--------------------------------------------------------------
Fitch Ratings downgraded these rake classes of COMM 2006-FL2
commercial mortgage pass-through certificates:

  -- $2.4 million class TC-2 to 'BB+' from 'BBB-'.
  -- $2.9 million class TC-1 to 'BB+' from 'BBB';

Fitch also placed these rake classes on Rating Watch Negative:

  -- $3.3 million class MSH-1 at 'BBB+';
  -- $2.9 million class MSH-2 at 'BBB';
  -- $4.8 million class MSH-3 at 'BBB-';
  -- $4.0 million class MSH-4 at 'BB+';

Additionally, Fitch affirmed these classes:

  -- $885.3 million class A-2 at AAA;
  -- $507.0 million class A-J at AAA';
  -- $96.1 million class B at 'AA+';
  -- $67.5 million class C at 'AA+'
  -- $74.4 million class D at 'AA',
  -- $55.4 million class E at 'AA-';
  -- $55.4 million class F at 'A+;
  -- $52.8 million class G at 'A+';
  -- $32.9 million class H at 'A';
  -- $37.5 million class J at 'A-';
  -- Interest Only classes X-1, X-2, X-3-BC, X-3-DB, X-3-SG, X-4,
X-5-BC, X-5-DB, and X-5-SG at AAA.

Class A-1 has paid in full.

Fitch also affirmed the rake classes as:

  -- $12.8 million class CN-1 at 'BBB';
  -- $8.7 million class CN-2 at 'BBB';
  -- $8.7 million class CN-3 at 'BBB-';
  -- $74.4 million class KR-1 at 'BBB+';
  -- $23.2 million class KR-2 at 'BBB';
  -- $65.5 million class KR-3 at 'BBB-';
  -- $6.8 million class IP-1 at 'BBB+';
  -- $11.2 million class IP-2 at 'BBB';
  -- $11.0 million class IP-3 at 'BBB-';
  -- $5.0 million class HDC-1 at 'BBB+';
  -- $6.5 million class FSH-1 at 'BBB+';
  -- $8.7 million class FSH-2 at 'BBB';
  -- $9.2 million class FSH-3 at 'BBB-';
  -- $1.1 million class CA-2 at 'BBB';
  -- $1.3 million class CA-3 at 'BBB-';
  -- $1.4 million class CA-4 at 'BBB-';
  -- $6.3 million class AN-3 at 'BBB-';
  -- $5.0 million class AN-4 at 'BBB-';
  -- $5.9 million class FG-1 at 'AA';
  -- $6.1 million class FG-2 at 'A+';
  -- $4.3 million class FG-3 at 'A-';
  -- $5.5 million class FG-4 at 'BBB';
  -- $7.2 million class FG-5 at 'BBB-';
  -- $2.5 million class LS-1 at 'BBB+';
  -- $2.7 million class LS-2 at 'BBB';
  -- $2.6 million class LS-3 at 'BBB-';
  -- $2.3 million class LB-1 at 'BBB+';
  -- $1.6 million class LB-2 at 'BBB';
  -- $1.6 million class LB-3 at 'BBB-';
  -- $1.8 million class ES-1 at 'BBB+';
  -- $1.7 million class ES-2 at 'BBB';
  -- $1.5 million class ES-3 at 'BBB-';
  -- $1.3 million class AH-1 at 'BBB+';
  -- $1.3 million class AH-2 at 'BBB';
  -- $1.5 million class AH-3 at 'BBB-';
  -- $1.9 million class AH-4 at 'BB+';
  -- $1.3 million class CM-1 at 'A-' and
  -- $2.5 million class CM-2 at 'BBB-'.

Rake class SR-1 has paid in full.  Fitch does not rate classes
CA-1, AN-1 and AN-2.

The downgrade of classes TC-1 and TC-2 is due to declining
performance at The Avenue at Tower City, located in Cleveland,
Ohio.  The property's anchor tenant is Tower City Cinema.  Despite
an increase of occupancy to 95.1% at year end 2007 compared to
91.3% at YE06, inline sales per square foot have declined from
$279 to $266 for YE06 and YE07, respectively.

The placement of classes MSH-1, MSH-2, MSH-3, and MSH-4 on Rating
Watch Negative is due to slower than expected recovery from
ongoing renovations.  The loan is secured by three hotels;
Sheraton Suites San Diego (San Diego, CA), Sheraton Framington
(Framington, MA) and Westin Embassy Row (Washington, DC).  The
borrower did not meet YE07 budget targets due to the expectation
that renovations would be complete and the properties would be
fully operational.  As a result, banquets, catering and transient
business was turned away.  Fitch will continue to monitor the
performance of the loan as renovations are approaching completion.

As of the May 2008 distribution date, the total collateral balance
has been reduced by 26.49% to $2.2 billion from $3.0 billion at
issuance.  Credit enhancement, however, has increased only
marginally because of the transaction's modified sequential pay
structure.  The structure provides that, for all but one loan, 85%
of any principal proceeds are allocated to the class A and A-J
notes, with the remainder allocated to the remaining collateral
classes B through J.

Since issuance in October 2006, the Strategic Hotel Portfolio loan
has paid in full, along with its accompanying rake class.  In
addition, the balance of the Carr National Portfolio, the largest
loan at issuance, was reduced by 68.8% through paydown, and the
Carr America Portfolio, the fifth largest loan at issuance, was
paid down by 73.7%.  The Four Seasons Hualalai (Kailua-Kona,
Hawaii) loan has paid down 12.8% through the sale of residences in
the resort-home portion of that collateral.

The four largest loans make up 67.1% of the transaction, and all
except one loan in the deal (3.0%) have subordinate debt outside
the transaction.  In addition, three loans, including the two Carr
Portfolio loans and the Kerzner International Portfolio, have debt
that is pari passu with the debt obligations in other commercial
mortgage backed securities transactions.

The remaining collateral consists of sixteen loans listed below in
order of size.  The collateral includes loans on hotels (60.8%),
office (17.1%), multifamily (11.9%) and retail (10.2%) properties.

The loans are: Kerzner International Portfolio (31.8%);
Independence Plaza (11.9%); Hotel del Coronado (11.7%); Carr
America National Pool 3 (11. 6%); Four Seasons Hualalai (8.0%);
Albertson's (Newkirk) Portfolio (5.2%); MSREF Hotel Portfolio
(3.1%); Superstition Springs Center (3.1%); Ft. Lauderdale Marina
Marriott (3.0%); Legacy So Cal Portfolio (2.5%); The Avenue at
Tower City (1.9%); Legacy Bayside (1.6%); Carr America Pool 2
(1.4%); Embassy Suites Lake Buena Vista (1.3%); Algonquin Hotel
(1.3%); and Charleston Marriott (0.63%).


COMPETITIVE TECH: Posts $1,010,795 Net Loss in Qtr. Ended April 30
------------------------------------------------------------------
Competitive Technologies Inc. reported a net loss of $1,010,795   
on revenues of $238,129 for the third quarter ended April 30,
2008, compared with a net loss of $2,041,854 on revenues of
$892,586 in the same period ended April 30, 2007.

The decrease in the net loss reflects a decrease of $1,686,000 in
expenses partially offset by a decrease in revenue.

At April 30, 2008, the company's consolidated balance sheet showed
$4,371,656 in total assets, $1,732,860 in total liabilities, and  
$2,638,796 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2008, are available for
free at http://researcharchives.com/t/s?2e04  

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about its ability to continue as a going concern.  The
company incurred an operating loss for the first nine months of
fiscal 2008, as well as operating losses in fiscal 2007 and 2006.  
In addition, the patent for the company's homocysteine assay
technology expired in July 2007 and it will not receive revenues
for sales made after that date.  

Likewise, even at current reduced spending levels, the company may
not have sufficient cash flow to fund operating expenses beyond
the third quarter of fiscal 2009.

                  About Competitive Technologies

Based in Fairfield, Conn., Competitive Technologies Inc. (AMEX:
CTT) -- http://www.competitivetech.net/-- provides technology  
transfer, selling and licensing services focused on the
technology needs of its customers, matching those requirements
with commercially viable technology solutions.

The company develops relationships with universities, companies,
inventors and patent or intellectual property holders to obtain
the rights or a license to their intellectual property,
principally patents and inventions.  They become the company's
clients, for whom it finds markets to sell or further develop
their technology.  

The companys earns revenues primarily from licensing its clients'
and its own technologies to its customers (licensees).  


CONGOLEUM CORP: Must Show Cause for Non-Dismissal on June 26
------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the United States Bankruptcy Court
for the District of New Jersey directed all parties-in-interest to
show cause on June 26, 2008, at 11:00 a.m., as to why
the bankruptcy case of Congoleum Corporation should not be
dismissed or converted to a chapter 7 liquidation proceeding.

On June 6, 2008, Judge Ferguson issued a ruling stating that a
joint plan of reorganization filed on Feb. 5, 2008, is not legally
confirmable.

The judge said that the plan "is the twelfth plan that has been
put forward in this case.  Regrettably, after a dozen tries and
even with a joint plan supported by the key creditor
constituencies, the Debtors still cannot extricate themselves from
the morass that has made all of their previous plans
unconfirmable."

           Court Finds Joint Plan Matters Disheartening

On Jan. 26, 2007, the Court issued its opinion finding that the
Debtors Tenth Modified Joint Plan of Reorganization was
unconfirmable as a matter of law.  "The extent to which the Joint
Plan disregards that Summary Judgment Opinion is disheartening,"
Judge Ferguson said.  "It is disheartening because it has resulted
in additional wasted estate assets and wasted time.  As a result,
four years and five months into this Chapter 11 proceeding the
Court is presented with yet another facially unconfirmable plan."

Among the issues raised in these motions, the Court listed three
issues as prominent barriers to confirmation: classification,
releases and exculpation, and payment of claimants counsel's fees
and expenses.

                        Classification

The Joint Plan places all asbestos claimants in Class 7 but
creates two sub-classes within that class.  The distinction is in
direct contravention of the Court's prior rulings and the
precepts.  The determination that the Class 7B claimants,
designated as Class 2 claimants under the Tenth Plan, are
substantially similar to the other current and future claimants
was an integral part of the Court's prior determination that the
Tenth Plan was legally unconfirmable.

The Court said that what the Joint Plan seeks to do, when stripped
down to its most basic level, is to allow the Class 7B claimants
to ignore the Court's previous rulings and hope they have better
luck with an appellate court.

The Court noted that the Plan Proponents insist that the plan
mechanism is harmless because "[h]owever this Court or an
appellate court ultimately rules, the treatment of all Asbestos
Personal Injury Claimants necessarily will comply with Bankruptcy
Code Section 524(g) and the equality of distribution principles."  
The Court said that this "is a clever tautology, but does not
solve the elementary problem that the Plan Proponents are asking
this Court to confirm a plan that contains a classification scheme
that the Court has already found violates Section 524(g)."

                 Releases and Exculpation

The Joint Plan includes broad indemnification, release,
exculpation, and injunction provisions in favor of non-debtor,
third-parties.

According to the Court, there are broad indemnification, release,
exculpation and injunction provisions scattered throughout the
Joint Plan and Plan Trust Agreement.  Some of the provisions are
embodied in the Omnibus Claimant Settlement and others are stand-
alone provisions.  The net effect of these provisions is to grant
relief that extends beyond that permitted by Section 524(g) and
other applicable law.

The Court said it will not address this essentially un-briefed
jurisdictional issue because it cannot approve the releases for
other reasons, but it remains troubling.

              Payment of Claimants Counsel

The Court found that the proposed payment of the fees and expenses
of claimants' counsel and the collateral trustee violates Section
1129(a)(4).  Section 1129(a)(4) provides that "any payment made or
to be made by the proponent, by the debtor, or by a person issuing
securities or acquiring property under the plan, for services or
for costs and expenses in or in connection with the case, or in
connection with the plan and incident to case, has been approved
by, or is subject to the approval of the court as reasonable."  So
on its face Section 5.14(h) of the Joint Plan bypasses one of the
requirements for confirmation, the Court said.

A full copy of the judge's opinion can be obtained for free at
http://ResearchArchives.com/t/s?2dff

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient    
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 28, 2008,
in Congoleum Corp.'s 2007 annual report filed with the U.S.
Securities and Exchange Commission, the company's management said
there is "substantial doubt about the company's ability to
continue as a going concern unless it obtains relief from its
substantial asbestos liabilities through a successful
reorganization under Chapter 11 of the Bankruptcy Code."

Moreover, Ernst & Young LLP, the company's auditor, raised
substantial doubt about the 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.

Ernst & Young related that the company "has been and continues to
be named in a significant number of lawsuits stemming primarily
from the company's manufacture of asbestos-containing products.  
The company has recorded significant charges to earnings to
reflect its estimate of costs associated with this litigation.  On
Dec. 31, 2003, Congoleum filed a voluntary petition with the U.S.
Bankruptcy Court for the District of New Jersey (Case No. 03-
51524) seeking relief under Chapter 11 of the United States
Bankruptcy Code, as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago."


COOPER-STANDARD: S&P Holds 'B' Rating; Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cooper-
Standard Automotive Inc. to stable from positive and affirmed the
'B' long-term corporate credit rating and all debt issue ratings.
     
"The outlook change reflects our view that industry challenges in
North America, including recently announced production cuts from
Ford and General Motors, will limit improvement in Cooper-
Standard's earnings and cash flow expansion in the year ahead,"
said Standard & Poor's credit analyst Nancy Messer.  Most of the
effect from recent production cuts will be seen only from the
second quarter on in 2008.  Thus, S&P no longer expect the
company's credit measures to improve sufficiently in 2008 and into
2009 to warrant a potential upgrade.  However, S&P do expect the
company's financial performance and resulting credit measures to
remain adequate for the existing rating.
     
Novi, Michigan-based Cooper-Standard has meaningful dependence on
sales of light vehicles produced by the Michigan-based automakers,
although the company's geographic and customer diversity has
improved in the past two years.  Also hurting Cooper-Standard's
financial performance in 2008 is the weak sales trend for light
trucks and SUVs in North America because the company's revenues
are heavily weighted toward these platforms.
     
The ratings reflect Cooper-Standard's high leverage and the risks
of persistent weak near-term automotive production volumes.  
Cooper-Standard makes fluid-handling systems, body and chassis
sealing systems, and vibration-control components and systems for
the global light-vehicle market.  The company had total balance
sheet debt of $1.2 billion at March 31, 2008.  Privately held
Cooper-Standard is owned by unrated GS Capital Partners 2000
and The Cypress Group LLC.


COUNTRY SIDING: Case Summary & 20 Unsec. Creditors
--------------------------------------------------
Debtor: Country Siding & Windows, Inc.
        59 Gilbert St.
        Monroe, NY 10950

Bankruptcy Case No.: 08-36279

Type of Business: The Debtor is in the construction and renovation    
                  business.  
                  See http://www.countrysidingandwindows.com/

Chapter 11 Petition Date: June 13, 2008

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Email: genmallaw@optonline.net
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265

Total Assets:   $38,600

Total Debts: $1,681,057

A copy of Country Siding & Windows, Inc.'s petition is available
for free at:

      http://bankrupt.com/misc/nysb08-36279.pdf


DANA CORP: Wants Court to Extend Claims Objection Deadline
----------------------------------------------------------
Dana Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to extend the claims
objection date with respect to six categories of claims:

   (1) Unresolved ADR Claims -- claims submitted to ADR for
       resolution under the ADR Procedures, but which remain
       unresolved as of the Claims Objection Bar Date

       The Debtors ask that designation of a Claim for ADR under
       the ADR Procedures satisfies the Claims Objection Bar Date
       so that the Unresolved ADR Claim will not be deemed an
       Allowed Claim under the Plan despite the absence of a
       related pending objection as of the Claims Objection Bar
       Date.  The Debtors seek an extension of the Claims
       Objection Bar Date with respect to each Unresolved ADR
       Claim until 60 days from the conclusion or termination of
       the ADR Procedures without having achieved full resolution
       of the Unresolved ADR Claim.

   (2) Claims in Negotiation -- claims subject of active or
       anticipated settlement negotiations at the time of the
       Claims Objection Bar Date, including Claims that have been
       settled in principle subject to documentation

       The Debtors seek the Court's authority to enter into
       tolling agreements with claimholders to extend the Claims
       Objection Bar Date for up to 90 days, by smaller
       increments not exceeding 90 days in the aggregate, without
       notice or further Court order, as well as to enter into
       agreements for longer extensions without further Court
       approval.

   (3) Claims under Procedural Objection -- claims that are
       objectionable on both procedural and substantive grounds

       The Debtors seek to extend the claims objection deadline
       with respect to these Claims until 60 days after the
       withdrawal or final judicial resolution of any related
       objection or claimant-initiated proceeding.

   (4) Proposed Settlement Claims -- claims settled by the Claims
       Objection Bar Date but requires additional documentation,
       or where the process of Court approval or review by a
       claims monitor appointed under the Plan has not been
       completed as of the Claims Objection Bar Date

       The Debtors seek to extend the claims objection deadline
       with respect to these Claims until 60 days following the
       latest of:

          -- the entry of a final, non-appealable Court order
             denying the proposed settlement;

          -- the filing of an objection to a settlement by the
             Claims Monitor;

          -- an agreement among the Reorganized Debtors, the
             Claims Monitor, and the claimant that they have
             reached impasse in resolving the Claims Monitor's
             objections regarding a proposed settlement; or

          -- other termination, cancellation or expiration of a
             settlement, including the failure of a condition to
             a settlement to occur.

   (5) Alternative Forum Claims -- claims that the Debtors opt to
       have determined and liquidated in administrative or
       judicial tribunals other than the Bankruptcy Court

       With respect to these Alternative Forum Claims, the
       Debtors seek:

          * a ruling that the Claim satisfies the Claims
            Objection Bar Date, as determined by appropriate
            jurisdiction other than the Bankruptcy Court so that
            it will not be deemed allowed under the Plan on
            grounds that no claim objection was filed with the
            Court by the Claims Objection Bar Date; and

          * for an extension of the Objection Bar Date until 60
            days after conclusion or termination of the
            proceedings in the alternative forum in the event      
            the proceedings conclude or are terminated prior to
            the resolution of the claims.

   (6) Revived Claims -- claims that previously were resolved
       where the resolution is unwound or terminated, for any
       reason, including by actions of the parties or the
       successful prosecution of a motion for reconsideration,
       appeal or other challenge.

       The Debtors seek to extend the Claims Objection Bar Date
       on affected Revived Claims until 60 days from entry of a
       final, non-appealable Court order, or other act that will
       unwind, invalidate, or modify the prior resolution of the
       claim.

The Debtors relate that through their claims resolution efforts,
they have eliminated more than 11,000 claims, reducing the claims
pool from more than 15,000 filed claims asserting in excess of
$26,800,000,000, to less than 4,000 claims asserting about
$4,500,000,000 in aggregate liquidated amounts.

The Debtors also relate that they have reached an agreement with
the U.S. Environmental Protection Agency and other federal
governmental agencies to resolve certain environmental claims
asserting almost $400,000,000, by reducing the environmental
claims to liquidated Class 5B Claims totaling approximately
$125,000,000.

As a result of the Debtors' efforts, they have made substantial
distributions to creditors.  In the four months since the
Effective Date, approximately 75% of the shares of New Dana
Holdco Common Stock designated for Allowed Class 5B Claims have
been distributed to unsecured creditors to date.  Additional
distributions to holders of Allowed Class 5B Claims will occur in
the coming months.

However, despite the Debtors' claims resolution efforts, there
remain several unresolved claims, including claims submitted for
resolution under the Court-approved Alternative Dispute
Resolution Procedures and claims that the Debtors opt to have
determined by administrative or judicial tribunals other than the
Bankruptcy Court.

The Debtors' claims objection deadline will expire on June 30,
2008.  Absent an extension, the Debtors may be forced to file
premature objections to the Affected Claims by the Claims
Objection Bar Date, Corinne Ball, Esq., at Jones Day, in New
York, contends.  In addition, the Debtors' Plan of Reorganization
provides that a claim will be deemed allowed if the Debtors fail
to file a claim objection by the deadline.

                          About DANA

Based in Toledo, Ohio, Dana Corporation --
http://www.dana.com/          
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a total
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represens the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or           
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Dana Holding Corp. following the company's
emergence from Chapter 11 on Feb. 1, 2008.  The outlook is
negative.  At the same time, Standard & Poor's assigned Dana's
$650 million asset-based loan revolving credit facility due 2013 a
'BB+' rating (two notches higher than the corporate credit rating)
with a recovery rating of '1', indicating an expectation of very
high recovery in the event of a payment default.  In addition, S&P
assigned a 'BB' bank loan rating to Dana's $1.43 billion senior
secured term loan with a recovery rating of '2', indicating an
expectation of average recovery.

The TCR reported on Feb. 18, 2008, that Moody's Investors Service
affirmed the ratings of the reorganized Dana Holding Corporation
as: Corporate Family Rating, B1; Probability of Default Rating,
B1.  In a related action, Moody's affirmed the Ba3 rating on the
senior secured term loan and raised the rating on the senior
secured asset based revolving credit facility to Ba2 from Ba3.  
The outlook is stable.  The financing for the company's emergence
from Chapter 11 bankruptcy protection has been funded in line with
the structure originally rated by Moody's in a press release dated
Jan. 7, 2008.


DELPHI CORP: IRS Wants District Court to Hear $26 Mil. Tax Case
---------------------------------------------------------------
The dispute between Delphi Corp. and the United States of America
in connection with $26,058,130 in tax payments has been assigned
to District Court Judge Kevin Castel after the U.S. Government
filed a motion for withdrawal of the reference to the U.S.
Bankruptcy Court for the Southern District of New York, pursuant
to 28 U.S.C. Section 157(d).

As previously reported, Delphi Corp., Delphi Automotive Systems
LLC, and Delphi Automotive Systems Services LLC filed an
adversary proceeding against the U.S. Government to demand the
return of $26,058,130 in overpayments of Federal Insurance
Contributions Act taxes and related interest.

Delphi paid those taxes in connection with lump-sum bonuses to
its union-affiliate employees upon ratification of collective
bargaining agreements in 1999 and 2003.  Delphi contends that the
CBA ratification payments were not "wages" under the Internal
Revenue Code, and so it did not owe employment taxes on them.

Delphi asserts that the U.S. Internal Revenue Service's formal
interpretation of the term "wages" is contrary to both the
Internal Revenue Code and Treasury Regulations, and constitutes a
"revocation" of other guidance that had been in force since the
1950s.

According to Matthew L. Schwartz, Assistant United States
Attorney, the resolution of that claim -- a purely legal one --
will require the court that decides this case to examine
difficult questions of tax law, but not to wrestle with the
Bankruptcy Code at all.

He notes that beyond interpreting the meaning of the term
"wages," for example, the court will likely have to consider what
level of deference should be afforded an IRS Revenue Ruling in
light of recent Supreme Court precedent.  The court may also have
to consider when a Revenue Ruling can permissibly be applied
retroactively, as was done here.  And the court hearing this case
will also have to consider factually significant questions, like
whether these payments were made in consideration for services,
or whether they were really ratification bonuses that were not
contingent on services at all, as Delphi contends.

"All of these are substantial questions that implicate pure tax
and administrative law; they have virtually nothing to do with
either the administration of this bankruptcy or with the
bankruptcy laws generally," Mr. Schwartz said.  "And the
questions at the center of this case -- the validity of the IRS's
2004 Revenue Ruling and whether payments to union members for
ratifying a collective bargaining agreement constitute taxable
wages -- are ones of first impression."

Mr. Schwartz adds the issues are questions of national importance
that the automotive industry is litigating nationwide -- Ford,
General Motors, and Saturn have all filed similar refund cases
elsewhere.

Accordingly, the IRS asserts that the case should be heard by the
District Court.  Mr. Schwartz notes that:

   -- Withdrawal of the reference is mandatory when resolution of
      the proceeding requires the court to decide substantial
      questions of non-bankruptcy law; and

   -- Withdrawal is permitted upon a showing of cause that turns
      mostly on considerations of judicial economy.  As the case
      is not a "core proceeding", the Bankruptcy Court is only
      allowed to make recommendations, but the district court
      will ultimately decide the case.  Withdrawal of the
      reference will therefore streamline the litigation by
      having the District Court address these non-core issues in
      the first instance.  In addition, having a magistrate judge
      to oversee discovery and promptly resolve any disputes that
      may arise will help move this case along and serve the
      interests of judicial economy.

Judge Castel has yet to issue a ruling on the Motion to Withdraw.

                       2009 Trial Agreed

Representing Delphi, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, informed
the Bankruptcy Court at a May 27 omnibus hearing that the
parties have agreed to a scheduling order.

According to Mr. Butler, the parties have reached an agreement
that would propose that the trial of the proceeding be bifurcated
with the initial trial addressing whether there's been an
overpayment of tax by the Debtors.  "That is trying the issue of
liability first and then once the liability is determined, trying
the issue with respect to the amount of damages if the parties
were unable to agree after the liability issue is resolved."

He adds the parties, if they're not able to agree upon the
liability phase of the trial, would propose procedures to the
Bankruptcy Court for a disposition of a dispute over the amount
of damages.  The schedule begins with initial disclosures on  
July 3, 2008, and ends with a trial date that would be set at a
pretrial conference, a further pretrial conference in February
2009.

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 133; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


DEN-MARK CONSTRUCTION: May Sell Various Properties Privately
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina gave Den-Mark Construction Inc. and its debtor-affiliate,
Den-Mark Homes SC Inc., authority to sell their properties
privately.

The Debtors have asked the Court to sell these properties:

   a. All of Lot 15, Wedgewood Subdivision, Section One, as
      the same is shown and delineated on the map or plat
      recorded in Plat Book 64, pages 213-214, Johnston County,
      North Carolina, Registry, owned by Den-Mark Construction.

   b. All of Lot 83, as shown and delineated on that certain
      map or plat entitled "Phase 1--Arbor Creek Subdivision
      Final Plat For: Old Hillsborough Partners, LLC" recorded
      in Plat Book 71, Pages 305 and 306, in the Office of the
      Register of Deeds of the Register of Deeds of Alamance
      County, North Carolina, owned by Den-Mark Construction.

   c. All of Lot 11 of Huntstone Subdivision, Phase II:
      Huntstone Manor, as shown on the survey and plat of John
      Hamme Civil Engineer, dated April 11, 2005, and recorded
      in Plat Book "X", page 234, Vance County, North Carolina,
      Registry, owned by Den-Mark Construction.

   d. All of those certain tracts or parcels of land known as
      the Fairway Center, owned by Den-Mark Construction,
      described as:

        i. Tract I: Being all of that 2.293 acre tract shown
           on the plat entitled "Recombination Survey for
           DenMark Construction" a copy of which is recorded
           in Book of Maps 2002, Page 667, in the office of
           the Wake County, North Carolina, Register of Deeds.

       ii. Tract II: All of that certain tract or parcel of
           land lying and being situate in Wake County, North
           Carolina, and more particularly described in the
           deed recorded in Book 9256, Page 1332, in the
           office of the Wake County, North Carolina, Register
           of Deeds.

   e. Lot 44 on that certain plat entitled "Final Plat of
      Woodlyn Meadow Subdivision (Phase III)" prepared by
      Robert A. Warner and Associates, Inc., dated Dec. 19,
      2005 and recorded Jan. 19, 2006 in the Office of the
      Register of Deeds for Horry County in Plat Book 211, at
      Page 68, reference being hereby made for a more
      particular description of the aforesaid lot, owned by
      Den-Mark Homes SC.

                    About Den-Mark Construction

Youngsville, North Carolina-based Den-Mark Construction Inc.
constructs single-family houses.  It filed its chapter 11 petition
on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together
with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766);
Marcus Edwards Development, LLC (08-02768); and M&D Development,
LLC (08-02769).  Judge Randy D. Doub presides over the case.  
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents
the Debtors in their restructuring efforts.  The Debtors'
schedules showed total assets of $44,810,901 and total liabilities
of $34,537,937.


DISTRIBUTED ENERGY: Bankruptcy Filing Cues Securities Delisting
---------------------------------------------------------------
Distributed Energy Systems Corp. received a staff determination
letter from The Nasdaq Stock Market indicating that its securities
will be delisted from Nasdaq in accordance with the discretionary
authority granted to Nasdaq under Marketplace Rules 4300 and IM-
4300.

Nasdaq stated that the delisting was a result of the company's
filing for protection under Chapter 11 of the U.S. Bankruptcy
Code.

Distributed Energy Systems does not intend to appeal this
determination, and, as a result, trading of Distributed Energy
Systems' common stock will be suspended at the opening of business
today, June 17, 2008, and a Form 25-NSE will be filed with the
Securities Exchange Commission to remove Distributed Energy
Systems' securities from listing and registration on Nasdaq.

Headquartered in Wallingford, Connecticut, Distributed Energy
Systems (Nasdaq: DESC) -- http://www.distributed-energy.com/--  
through its subsidiaries, engages in the design, development,
manufacture, and sale of on-site hydrogen gas delivery systems
worldwide.

The company and its wholly owned subsidiary, Northern Power
Systems Inc., filed for Chapter 11 bankruptcy protection on May 4,
2008 (Bankr. D. Del. Lead Case No. 08-11101).  Robert S. Brady,
Esq. and Robert F. Poppiti, Jr., at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed total assets of $16,826,046 and total debts
of $65,546,173.


DISTRIBUTED ENERGY: Gets Initial OK to Get $2MM Loan from Perseus
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court
for the District of Delaware authorized Distributed Energy Systems
Corp. and Northern Power Systems Inc. to obtain, on an interim
basis, up to $2,00,000 in postpetition financing under a secured
loan facility from Perseus Partners VII LP, as lender.

Judge Walrath also authorized the Debtors to use Perseus' cash
collateral.

A hearing is scheduled for June 25, 2008, at 2:00 p.m., to
consider final approval of the Debtors' DIP request.  Objections,
if any, are due June 18, 2008.  The hearing will take place on 824
Market Street, 6th floor, Courtroom #3 in Wilmington, Delaware.

The DIP facility will incur interest at $16.5% per annum.  The
loan will mature on Aug. 1, 2008.

The DIP financing will used to supplement the Debtors' cash flow
during Chapter 11 process and is expected to provide adequate fund
for the Debtors to operate in the ordinary course of business.

The DIP lien is subject to carve-outs for payments of
professionals advisors to the Debtor or the committee appointed
in these Chapter 11 cases and fees payable to the clerk of the
Court or the U.S. Trustee.  There is a $350,000 carve-out for
professionals employed by the Debtors.  There is also a $100,000
carve-out for professionals retained by the committee.

To secure their DIP obligations, Perseus will have superpriority
claims over any and all administrative expenses.

The DIP agreement contains customary and appropriate events of
default.

Before the Debtors' bankruptcy filing, Perseus provided to the
Debtors other cash consideration including, among other things:

   a) a $15,000,000 senior secured convertible promissory noted
      dated Aug. 24, 2007;

   b) a $1,500,000 additional investment senior secured
      convertible promissory note dated March 13, 2008;

   c) a $478,591 senior secured convertible promissory note dated
      Jan. 1, 2008; and

   d) a $488,304 additional investment senior secured convertible
      promissory note date April 1, 2008; and

   e) a $9,246 additional investment senior secured convertible
      promissory note date April 1, 2008.

A full-text copy of the debtor-in-possession Agreement is
available for free at http://ResearchArchives.com/t/s?2e05

                   About Distributed Energy

Based in Wallingford, Connecticut, Distributed Energy Systems
(Nasdaq: DESC) -- http://www.distributed-energy.com/-- through   
its subsidiaries, engages in the design, development, manufacture,
and sale of on-site hydrogen gas delivery systems worldwide.

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power systems Inc., filed for Chapter 11 bankruptcy
protection on May 4, 2008 (Bankr. D. Del. Lead Case No. 08-11101).
Robert S. Brady, Esq. and Robert F. Poppiti, Jr., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as their claims agent.  The U.S. Trustee for Region
3 has not appointed creditors to serve on an Official Committee of
Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed total assets of $16,826,046 and total debts of $65,546,173.


DISTRIBUTED ENERGY: Taps Allen & Company as Financial Advisor
-------------------------------------------------------------
Distributed Energy Systems Corp. and Northern Power Systems Inc.
ask the United States Bankruptcy Court for the District of
Delaware for authority to employ Allen & Company LLC as their
financial advisor.

The firm will:

   a) develop, with the assistance of the Debtors, descriptive
      materials for the benefit of potential acquirors;

   b) identify and introduce the Debtors to potential acquirors;

   c) assist the Debtors in assessing the strategic benefits of
      potential transactions;

   d) assist the Debtors in their financial analysis of
      prospective parties to transactions;

   e) assist the Debtors in conducting detailed business
      investigations of potential transactions;

   f) participate on the Debtors' behalf in negotiations regarding
      the financial and other terms of potential transactions, if
      requested by the Debtors, and

   g) other assistance as the Debtors and the firm will mutually
      agree.

The firm will be paid an initial nonrefundable retainer fee of
$100,000.

In connection with any sale transaction, the firm will be paid a
cash fee equal to:

   i) 3% of the firm $18,000,000 of the consideration received by
      the Debtors of its securityholders, plus

  ii) 5% of any and all consideration in excess of $18,000,000
      received by the Debtors or its securityholders.

To the best of the Debtors' knowledge, the firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                    About Distributed Energy

Based in Wallingford, Connecticut, Distributed Energy Systems
(Nasdaq: DESC) -- http://www.distributed-energy.com/-- through   
its subsidiaries, engages in the design, development, manufacture,
and sale of on-site hydrogen gas delivery systems worldwide.

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power systems Inc., filed for Chapter 11 bankruptcy
protection on May 4, 2008 (Bankr. D. Del. Lead Case No. 08-11101).
Robert S. Brady, Esq. and Robert F. Poppiti, Jr., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as their claims agent.  The U.S. Trustee for Region
3 has not appointed creditors to serve on an Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed total assets of $16,826,046 and total
debts of $65,546,173.


DOUGLAS MCDERMOTT: Case Summary & Two Unsec. Creditors
------------------------------------------------------
Debtor: Douglas Jay McDermott
        301 West Maloney Dr.
        North Platte, NE 69138

Bankruptcy Case No.: 08-41328

Chapter 11 Petition Date: June 13, 2008

Court: District of Nebraska (Lincoln Office)

Judge: Thomas L.

Debtor's Counsel: P. Stephen Potter, Esq.
                  Email: potterlaw@cozadtel.net
                  P.O. Box 348
                  822 Lake Ave.
                  Gothenburg, NE 69138
                  Tel: (308) 537-7119
                  Fax: (308) 537-7110

Total Assets: $5,227,150

Total Debts:  $4,090,475

A copy of Douglas Jay McDermott's petition is available for free
at:

      http://bankrupt.com/misc/neb08-41328.pdf


EARTHFIRST TECH: Case Summary & 91 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: EarthFirst Technologies, Inc.
        2515 East Hanna Avenue
        Tampa, FL 33610

Bankruptcy Case No.: 08-08639

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Electric Machinery Enterprises, Inc.     08-08642
      EarthFirst Resources, Inc.               08-08647
      World Environmental                      08-08648
         Solutions Company, Inc.
      EarthFirst Investments, Inc.             08-08650
      EM Enterprise Resources, Inc.            08-08652
      EME Modular Structures, Inc.             08-08655
      Prime Power Design, Inc.                 08-08656
      SolarDiesel Corporation                  08-08657

Type of Business: EarthFirst Technologies, Inc. is a specialized
                  holding company that owns subsidiaries engaged
                  in researching, developing and commercializing
                  technologies for the production of alternative
                  fuel sources and the destruction and remediation
                  of liquid and solid waste, and in supplying
                  electrical contracting services internationally.
                  See http://www.earthfirsttech.com/

Chapter 11 Petition Date: June 13, 2008

Court: Middle District of Florida (Tampa)

Debtors' Counsel: David S. Jennis, Esq.
                  (ecf@jennisbowen.com)
                  Jennis & Bowen, P.L.
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707

EarthFirst Technologies, Inc.'s financial condition as of Dec. 31,
2007:

   Total Assets:  $5,948,257

   Total Debts:  $22,363,279

A. EarthFirst Technologies, Inc.'s list of its 20 largest
unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
CNC Associates Inc.                Judgment Lien         $350,883
2800 Sturgis Road
Oxnard, CA 93030

GATX Technology Services Corp.     Judgment Lien         $123,235
2502 North Rocky Point Drive
Suite 960
Tampa, FL 33607

Aidman Piser & Company             Trade Debt            $118,187
401 East Jackson Street
Suite 3400
Tampa, FL 33602

R.C. Costello                      Trade Debt             $59,520

Squire Sanders & Dempsey           Trade Debt             $58,356

Gene Salerno                       Judgment Lien          $50,000

Greenberg Traurig et al.           Services               $38,847

Turner Industries Group LLC        Judgment Lien          $32,557

Southeastern Heaters and           Trade Debt             $29,342
Controls Inc.

HDW Inc.                           Trade Debt             $28,000

Florida Industrial Products Inc.   Judgment Lien          $21,687

RR Donnelly Receivables Inc.       Trade Debt             $15,057

Caesar & Associates                Services               $10,000

Geller Group LLC                   Services                $8,743

Safety-Kleen                       Trade Debt              $6,664

Continental Stock Transfer         Trade Debt              $4,983

Investors Business Daily           Judgment Lien           $4,335

C. Timothy Corcoran                Services                $3,710

Standard & Poors                   Trade Debt              $3,600

Shoreline Environmental            Trade Debt              $2,820

B. Electric Machinery Enterprises, Inc.'s list of its 20 largest
unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
World Electric Supply              Judgment Lien       $2,169,738
1913 US Highway 301, Suite 140
Tampa, FL 33619

Electric Supply of Tampa           Judgment Lien       $1,089,519
P.O. Box 15167
Tampa, FL 33684

McRea & Metcalf P.A.               Charging Lien         $133,938
1205 North Franklin Street
Tampa, FL 33602

Metro Electric Supply Inc.         Trade Debt            $122,235

Sitesecure Inc.                    Trade Debt            $107,046

Intelitec Systems                  Trade Debt             $55,865

GE Supply                          Judgment Lien          $43,560

HD Supply Electrical               Trade Debt             $38,722

Bonded Lightning Protection        Trade Debt             $24,850
Systems

S&R Telecommunication              Trade Debt             $22,616
Consultants

Multicom, Inc.                     Judgment Lien          $21,979

Rexel Consolidated Electric        Trade Debt             $21,621
Supply

Tampa Service Company              Judgment               $20,941

Simplex Grinnell                   Trade Debt             $20,901

SPG Communications                 Trade Debt             $19,758

Sprint                             Trade Debt             $18,916

MCS of Tampa, Inc.                 Trade Debt             $18,879

Certified Solutions                Trade Debt             $17,935

Bright Side Enterprises            Trade Debt             $17,203

International Rental Business      Trade Debt             $17,138

C. EarthFirst Resources, Inc.'s list of its six largest unsecured
creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sichenzia, Ross, Friedman and      Trade Debt              $8,000
Ferrence
1065 Avenue of the Americas
New York, NY 10018

Johnson, Pope, Bokor,              Services                $4,497
Ruppel & Burns, LL
P. O. Box 1368
Clearwater, FL 33756-1368

Zeno Office Solution               Trade Debt              $3,368
p. O. Box 23687
Tampa, FL 33623

Lewis, Birch & Ricardo             Services                $2,450

Alabama Power                      Utilities               $2,100

AT&T                               Utilities                 $938

D. World Environmental Solutions Company, Inc.'s list of its 20
largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Renewable Energy Resources         Deposit for           $100,000
334 South Hyde Park Avenue         Technology License
Tampa, FL 33606

Ralph Wierzbicki                   Unsecured Note        $100,000
11316 Blackbark Drive
Riverview, FL 33569

MPX Inc.                           Trade Debt             $75,000
10016 Villa Ridge Way
Knoxville, TN 37932

Evergreen Tank Solutions           Trade Debt             $17,582

Sunbelt Rentals                    Trade Debt             $17,495

Adams & Reese LLP                  Trade Debt             $12,896

Turner Industries Group, LLC       Trade Debt             $12,000

Welsh & Katz, Ltd.                 Trade Debt             $11,746

Sunshine Equipment                 Trade Debt             $10,464

Thompson Tractor Co.               Trade Debt              $5,995

Industrial Water Services          Trade Debt              $3,520

Interiors Now                      Trade Debt              $3,063

Cole Palmer Instrument Co.         Trade Debt              $3,038

Gulf Electric of Mobile            Trade Debt              $2,840

McKellar IP Law PLLC               Trade Debt              $2,826

Grinding & Sizing Co.              Trade Debt              $2,500

Industrialbags.com                 Trade Debt              $1,942

Airgas Gulf States                 Trade Debt              $1,939

Champion Logistics Group           Trade Debt              $1,874

A&M Portables Inc.                 Trade Debt              $1,850

E. EarthFirst Investments, Inc. does not have any unsecured
creditors who are not insiders.

F. EM Enterprise Resources, Inc. does not have any unsecured
creditors who are not insiders.

G. EME Modular Structures, Inc.'s list of its largest unsecured
creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Ledger                         Trade Debt                $946

H. Prime Power Design, Inc.'s list of its 11 largest unsecured
creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
GE Supply Co Inc.                  Trade Debt             $43,560
P.O. Box 100275
Atlanta, GA 30384-0275

Sprint                             Trade Debt              $3,971
P. O. Box 8077
London, KY 40742

W.W. Grainger, Inc.                Trade Debt              $3,934
Dept 865891261
P. O. Box 419267
Kansas City, MO 64146

Hilti, Inc.                        Trade Debt                $916

Sure-Tech Ent                      Trade Debt                $413

A. Tarler, Inc.                    Trade Debt                $352

Tampa Reprographics                Trade Debt                $315

Hyphen Solutions, LTD              Trade Debt                $210

Doctors Walk in Clinic             Trade Debt                $139

Drivers Source                     Trade Debt                 $86

Able Towing Service                Trade Debt                 $85

I. SolarDiesel Corporation's list of its 13 largest unsecured
creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Baker Tanks Inc.                   Trade Debt             $90,589
P.O. Box 513967
Los Angeles, CA 90051-3967

Denovo Global Technologies         Trade Debt             $16,858
1544 Sawdust Road, Suite 302
The Woodlands, TX 77380

PM Strategies LLC                  Trade Debt              $9,000
40 Northeast 1st Avenue
Suite 303
Miami, FL 33132

Ethanol Products LLC               Trade Debt              $7,480

National Biodiesel Board           Trade Debt              $5,000

Truck Service                      Trade Debt              $2,940

Rapid Rail Services                Trade Debt              $2,832

Rudy Pruszko                       Trade Debt              $1,925

Preserve Communications Services   Trade Debt              $1,500

Kinder Morgan                      Trade Debt              $1,306

T-Mobile                           Trade Debt                $775

Yellow Transport                   Trade Debt                $385

Tampa Tank Lines                   Trade Debt                $113


EMPIRICAL INC: March 31 Balance Sheet Upside-Down by C$8,020,417
----------------------------------------------------------------
Empirical Inc.'s consolidated balance sheet at March 31, 2008,
showed C$3,908,358 in total assets and C$11,928,775 in total
liabilities, resulting in a C$8,020,417 total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with C$2,334,272 in total current assets
available to pay C$7,583,768 in total current liabilities.

The company reported a net loss of C$1,232,469 on revenue of
C$2,243,204 for the first quarter ended March 31, 2008, compared
with a net loss of C$1,462,636 on revenue of C$3,111,985 in the
corresponding period of 2007.

The company attributed the decrease in revenue to a continued
decline in traditional marketing services.  Revenues from online
marketing services were flat period over period.

Ian McKinnon, who leads Empirical's office of the president
consisting of chief financial officer David Garland and vice
president of Marketing Don Cochrane, said "Our 2008 strategy for
growth remains on plan.  We have inherited many new clients from
the May 1 2008 acquisition of Mediamix Marketing Group Inc., plus
multiple new services to sell to the long-standing Empirical
clients.  Our cross-sell opportunities to the combined client base
and new prospects can provide exponential growth."

EBITDA (loss) for the quarter ended March 31, 2008, increased to
C$512,369 from C$208,574 for the same period in 2007 due to lower
gross profit earned on revenues offset by slightly lower selling,
administrative and general expenses.  For the first quarter of
2008, SG&A expenses were C$1,878,980 compared to C$2,084,220 for
the first quarter of 2007.

Amortization of capital assets and intangibles remained flat for
the quarter ended March 31, 2008, at C$485,042 when compared to
the same period in 2007.

Interest and finance charges including interest on long-term debt
for the quarter ended March 31, 2008, increased to C$428,981 from
C$277,910 for the same period in 2007.  The quarter over quarter
increase is a result of interest arising from debentures and
promissory notes issued over the last few quarters, and due to a
more costly credit facility taken on by the company in April 2007
to discharge a lower cost credit facility which had been provided
by Chartered Bank.

During the quarter ended March 31, 2008, the company incurred
other income of C$227,811 made up of the reversal of a loss on
sublet of the warehouse originally booked in 2006 and trade
payable settlements.  This compares to other expense of C$413,629
for the same period in 2007 related to severance costs on
termination of executives.

                       Additional Financing

As well, over the past two months the company has issued secured
promissory notes in the aggregate principal amount of C$630,000,
bearing interest at a rate of 10% per annum, in favour of Quorum
Investment Pool Limited Partnership.  The proceeds raised from the
issuance of such notes have been used by the company for working
capital purposes.

                       Going Concern Doubt

The company recorded net losses this quarter and in the past two
years and has a working capital deficiency at March 31, 2008. The
company believes these adverse circumstances cast substantial
doubt as to ability of the company to continue as a going concern.

                       About Empirical Inc.

Headquartered in Mississauga, Ontario, Canada, Empirical Inc.
(TSX.V: EM) -- http://www.empirical.com/-- is a marketing  
solutions company.  The company integrates web technology, data
and traditional direct-to-consumer marketing tactics to create
dialogue between its clients and their consumers.   


EPICEPT CORP: Board OKs Grant of Stock Options and Stock Units
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of EpiCept
Corporation, approved the grant of stock options and restricted
stock units to non-executive members of the its board pursuant to
the company's 2005 Equity Incentive Plan.

The stock options have a 10-year term, an exercise price of $0.45
per share -- the closing price of the company's common stock on
June 4, 2008, the grant date -- and will vest ratably on a monthly
basis over a two-year vesting period.  The restricted stock units
are exercisable on June 4, 2010, provided the grantee's membership
has not terminated prior to such vesting date.  The committee also
agreed to make no changes to the cash compensation paid to any
member of the company's Board.

The 2008 stock option grants and restricted stock unit grants for
the non-executive members of the company's Board of Directors is:

   * Robert Savage, Chairman – 70,690 options and 17,672
     restricted stock units;

   * Guy Jackson, Director – 30,000 options and 7,500 restricted
     stock units;

   * John Bedard, Director – 30,000 options and 7,500 restricted
     stock units;

   * Gerhard Waldheim, Director – 30,000 options and 7,500
     restricted stock units; and

   * Wayne Yetter, Director – 30,000 options and 7,500 restricted
     stock units.

Headquartered 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: Cures Nasdaq Filing Violation, Shares to Keep Trading
-----------------------------------------------------------------
Esmark Incorporated received notification from NASDAQ that its
filing delinquencies have been remedied and the delisting
proceedings which NASDAQ had initiated are considered moot and
will not proceed.

Esmark in also reported that, based on its expectations for
production and shipments for the balance of the quarter, it
expects second quarter net earnings to be in the range of
$0.35 to $0.45 per diluted share,  better than the $0.40 loss per
share that the company reported in the first quarter of 2008.

"We pleased that NASDAQ took immediate action to halt the
delisting proceedings after the filing of our first quarter Form
10-Q with the SEC," James P. Bouchard, Esmark chairman and CEO,  
stated.  "Our filings were delayed principally due to the
complexity of the accounting related to the Wheeling-Pittsburgh
merger transaction consummated on Nov. 27, 2007.  We are taking
appropriate steps to ensure future compliance."

"As projected in our earnings call comments on June 10, I am
pleased to provide positive earnings per share guidance for the
second quarter," Mr. Bouchard continued.  "While continued
strength in the domestic flat rolled market provides the
underpinnings for this expected performance, it is really about
the exceptional improvement in our Mill Operations segment and the
increasing contribution by our Downstream Operations segment.
Clearly we are now poised to capitalize on these exceptional
market conditions."

                   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.  

                  Merger with Essar Steel

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.


EVOLVED DIGITAL: March 31 Balance Sheet Upside-Down by C$4,362,530
------------------------------------------------------------------
Evolved Digital Systems Inc.'s consolidated balance sheet at
March 31, 2008, showed C$1,885,535 in total assets and C$6,248,065
in total liabilities, resulting in a C$4,362,530 total  
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with C$1,618,885 in total current assets
available to pay C$6,077,999 in total current liabilities.

The company reported a net loss of C$366,366 for the first quarter
ended March 31, 2008, compared with a net loss of C$1,242,862 in
the corresponding period of 2007.

Revenue for the three month period ended March 31, 2008, declined
3.6% to C$1,689,728 compared to revenue of C$1,752,074 for the
three months ended March 31, 2007, primarily due to exchange rate
fluctuations.  The decline in revenue was offset by reductions in
selling and administrative expenses largely related to non-
recurring administrative fees incurred in 2007 to complete the
Shimadzu transaction as well as a decrease in depreciation and
amortization.  

                          Going Concern  

The company believes its continued existence as a going concern is
dependent upon the continued support of existing preferred
shareholders, obtaining additional financing and achieving
profitable operations.
        
The company has experienced continued significant losses from
operations.  The company completed an asset purchase transaction
with Shimadzu Corporation on April 25, 2007, which enabled Evolved
to satisfy all of its current and long term debt obligations with
the exception of the retractable preferred shares.  The company
has received retraction notice from holders of Series A First
Preferred Shares.  

                      About Evolved Digital

Based in in Laval, Quebec, Evolved Digital Systems Inc., formerly
known as Electromed Inc. -- http://www.evolveddigital.com/-- was  
incorporated under Part 1A of the Companies Act (Quebec).  Evolved
is a healthcare technology company that transitions hospitals,
outpatient clinics and physician offices from film-based to
digital systems for image management, hospital information systems
integration, regional outreach networks, practice and department
management and patient reporting.


GENESIS EDUCATIONAL: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Genesis Educational Bilingual Center Inc.
        41 Bo. Cantera, Suite 5
        Manati, PR 00674

Bankruptcy Case No.: 08-03756

Chapter 11 Petition Date: June 11, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. de Jesus Kellogg

Debtor's Counsel: Jesus Santiago Malavet
                  (smslopsc@prtc.net)
                  Santiago Malavet ans Santiago Law Office
                  470 Sagrado Corazon Street
                  San Juan, PR 00915
                  Telephone (787) 727-3058
                  Fax (787) 726-5906

Total Assets: $1,592,330

Total Debts: $1,640,534

Debtor's 2 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Church of God Mission Board    Trade Debt            $108,000
TCB La Iglesia De Dios
Mission Board
Buzon 9, Suite 1,
Bo. Cantera
Manati, PR 00674

BFI of Puerto Rico             Trade Debt            $2,534
PO Box 51986
Toa Baja, PR 00950-1986


GREG JAMES: Expects Bankr. Judge to Approve Plan in Coming Months
-----------------------------------------------------------------
Auto dealership Greg James Ventures LLC, dba San Rafael Chevrolet,
expects its reorganization plan to be approved by a bankruptcy
judge within the next few months, Nancy Isles Nation of the Marin
Independent-Journal (Calif.) reports.

Greg James Ventures LLC, and the co-owners of the dealership filed
for reorganization in the U.S. Bankruptcy Court for the Northern
District of California in Santa Rosa on Nov. 5.  It filed for
bankruptcy after Bank of America refused to provide it additional
capital.  It has now arranged alternate financing and has filed a
plan for reorganization, court records indicate, according to the
report.  A judge has approved its disclosure statement, according
to Merle Meyers, Esq. of Meyers Law Group, P.C., San Rafael
Chevrolet's attorney.  The next court hearing is July 18.

Owner Greg James denied the bankruptcy filing was due to
skyrocketing gas prices.

Based in San Rafael, Calif., Greg James Ventures LLC, dba San
Rafael Cadillac, dba San Rafael Chevrolet, dba San Rafael Saab,
dba San Rafael Hyundai, dba San Rafael Hummer, 2 Shoreline
Parkway, San Rafael, CA 94901, filed for bankruptcy on Nov. 5,
2007 (Bankr. Case No.: 07-11434, Northern District of California
(Santa Rosa)).  Judge Alan Jaroslovsky presides over the case.  
Merle C. Meyers, Esq. at Meyers Law Group, P.C. represents the
Debtor.  


GREYMOUTH LLC: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Greymouth, LLC
        2261 Rosanna Street
        Las Vegas, NV 89117-2832

Bankruptcy Case No.: 08-16084

Type of Business: The Debtor is a home builder.

Chapter 11 Petition Date: June 10, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Barry Levinson, Esq.
                  (lscunningham1@excite.com)
                  2810 S. Rainbow Blvd.
                  Las Vegas, NV 89146
                  Telephone (702) 836-9696
                  Fax (702)- 836-9699

Total Assets: $0

Total Debts: $1,080,000

A copy of Debtor's petition and a list of its 7 largest unsecured
creditors is available for free at:

              http://bankrupt.com/misc/nvb08-16084.pdf


GUAM POWER: Fitch Affirms 'BB+' Rating on $375MM Revenue Bonds
--------------------------------------------------------------
Fitch Ratings affirmed the 'BB+' rating on Guam Power Authority's
$375 million of outstanding electric system revenue bonds, and
removes GPA's ratings from Watch Negative.  The Rating Outlook is
Positive.

The affirmation and Positive Outlook reflect a solid track record
of GPA's governance structure, which has proven to be effective, a
stabilized financial profile, and improved system reliability and
operating performance.  The Positive Outlook also takes into
account recent favorable developments including the public
utilities commission's approval of a base rate increase and other
charges, together with their willingness over the last several
years to provide GPA with timely fuel cost recovery via the
Levelized Energy Adjustment Clause.

Fitch believes that a rating upgrade is possible over the next two
years and is dependent on continued improvements in debt service
coverage for full obligations above 1.75 times, and increases in
liquidity to a level sufficient to protect against volatile fuel
prices and adverse economic impacts, and the occurrence of natural
disasters.  Additionally, the rating and Outlook reflect recent
progress on the paydown of government past account receivables
associated with street lighting ($13.8 million), which if received
in the near term would favorably accelerate the needed increase in
the system's self-liquidity position.

Other rating considerations include:

  -- Absence of competition;
  -- Key load center transmission lines being placed underground,
     providing protection from outages due to typhoons;

  -- Continued exposure to natural disasters;
  -- Dependence on oil for generation and the need for the PUC to
     approve timely recovery of fuel costs through the LEAC;

  -- Tourism-based economy (mitigated by current military presence
     and future expansion).

Rating History: Fitch initially rated GPA in 1999 'BBB' with a
Stable Outlook.  On Aug. 1, 2003 Fitch downgraded GPA to 'BB+'
from 'BBB' and placed the rating on Rating Watch Negative.  The
downgrade reflected the deterioration of GPA's financial margins,
severe liquidity pressures stemming from delinquent payments due
from the Government of Guam, system damages attributable to the
2002 super typhoon Pongsona and typhoon Chataan, and delayed
recovery of fuel costs through the LEAC by the PUC.

Guam Power Authority, the only retail provider of energy on the
Island of Guam, serves more than 45,000 customer accounts and a
population of approximately 160,000.  Guam is a territory of the
U.S. and is governed under the Organic Act.  The island is the
westernmost territory of the U.S. and is the largest of the 2,000
islands of Micronesia.


HOLLYWOOD THEATERS: Likely Covenant Breach Cues S&P's Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Portland, Oregon-based
Hollywood Theaters Inc. on CreditWatch with negative implications.
     
"The CreditWatch placement reflects our uncertainty regarding
Hollywood Theater's ability to maintain compliance with
covenants," said Standard & Poor's credit analyst Jeanne
Mathewson, "as they tighten in 2008 and 2009, as well as access to
the company's $25 million revolving credit facility."


IDEARC INC: S&P Lowers Corporate Credit Rating to B+ from BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based Idearc Inc. to 'B+' from 'BB'.  S&P removed
all ratings from CreditWatch with negative implications, where
they were placed on March 28, 2008.  At the same time, S&P lowered
its issue-level rating on Idearc's senior secured credit
facilities to 'BB' from 'BBB-'.  The recovery rating on these
loans remains unchanged at '1', indicating that lenders can expect
very high (90%-100%) recovery in the event of a payment default.  
The outlook is stable.
     
S&P also lowered its issue-level rating on Idearc's senior
unsecured notes to 'B-' from 'BB-'.  S&P revised the recovery
rating on these securities to '6' from '5'.  The '6' recovery
rating indicates that lenders can expect negligible (0%-10%)
recovery in the event of a payment default.
     
"The downgrade reflects," said Standard & Poor's credit analyst
Emil Courtney, "that we have lowered our view of Idearc's business
profile related to uncertainties regarding the company's ability
to return to stable EBITDA generation over the intermediate term."  
In 2008, we expect total revenue at Idearc will decline in the
mid-single-digit percentage area, the company's operating margin
will contract, and EBITDA will decline at a rate of about 10%.   
"These expectations come at a time when the company is facing
secular challenges to its print product offerings, a slowing U.S.
economy is hurting near term operating performance, and the
company has limited flexibility in its leverage profile," added
Mr. Courtney.


INNOVATIVE CLINICAL: Giving Out Proceeds from Claim Against Ex-CEO
------------------------------------------------------------------
Innovative Clinical Solutions, Ltd. said that its sole Director
has declared a first partial liquidating cash distribution in the
amount of $0.21 per share on its outstanding shares of common
stock, payable June 30, 2008 to its shareholders of record as of
June 23, 2008, from the proceeds of the initial distribution that
it has received in connection with its claim against the Chapter 7
estate of its former Chairman and Chief Executive Officer, Abraham
Gosman.

Innovative Clinical Solutions, Ltd. has been inactive since
February 1, 2003, when its duty to file reports with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934 was automatically suspended due to its common stock
being held of record by less than 300 persons. Accordingly, on
February 14, 2003, ICSL filed with the SEC a certification of
termination of the registration of its common stock on Form 15.

ICSL's claim against the Gosman Estate is based on a proof of
claim in the amount of $11,356,432 filed by or on behalf of the
Company in July 2001 in what was then the Chapter 11
reorganization case of Abraham David Gosman, in the United States
Bankruptcy Court for the Southern District of Florida, Case No.
01-30953-PGH, which was later converted to a case under Chapter 7
of the United States Bankruptcy Code.

On September 22, 2007, ICSL announced that its Board had approved
a plan of liquidation, which it anticipated implementing following
receipt of distributions with respect to its claim against the
Gosman Estate. On or about October 1, 2007, ICSL received an
initial, interim pro rata distribution in the amount of
approximately $3.1 million in cash from the Trustee of the Chapter
7 estate of Mr. Gosman. The Company has used a portion of the
proceeds received in the distribution to pay its creditors, taxes
and ongoing expenses of liquidation, and to resolve certain
pending claims, and has reserved approximately $100,000 from the
distribution to pay other pending claims and anticipated
additional costs and expenses of liquidation and winding-up its
business.

The interim pro rata distribution received by ICSL on its allowed
unsecured claim against the Gosman Chapter 7 estate represented
just under 28% of the amount of its allowed unsecured claim. ICSL
expects to receive a further pro rata distribution on its claim
against the Gosman Estate. According to a status report filed by
the Trustee of the Gosman Estate on September 19, 2007, depending
upon the final recoveries on the few remaining assets in the
Gosman Estate, and final administrative costs, the Trustee
anticipated making a final distribution of another 2% to 4% of the
face amount of claims to holders of allowed unsecured claims,
including ICSL, at or about the time the Trustee files his Final
Report in the Gosman Chapter 7 Case.

ICSL expects to make one or more additional liquidating
distributions to shareholders if, as and when it receives any
further distributions from the Gosman Estate. The Company cannot
accurately predict the timing or amount of any such additional
distributions due to, among other factors, its inability to
determine with specificity the amount(s) and date(s) of any
further distributions that it may receive from the Gosman Estate,
its inability to accurately predict the extent to which, and
amounts for which, it will be able to resolve certain pending
claims and obligations, its inability to accurately predict the
total additional costs and expenses that will be required in
connection with the winding-up of its business, and its resulting
inability to accurately predict the costs and expenses of
liquidation that it will incur in the interim.

ICSL intends to treat this distribution for federal income tax
purposes as one of potentially two or more liquidating cash
distributions to shareholders in complete liquidation of the
company.

As part of the implementation of its plan of liquidation, ICSL was
dissolved as of May 16, 2008, in accordance with the procedures
set forth in the Delaware General Corporation Law, by the filing
of a Certificate of Dissolution with the Delaware Secretary of
State. In accordance with the Delaware General Corporation Law,
ICSL shall nevertheless be continued for the term of 3 years from
the date of its dissolution (or for such longer period as the
Delaware Court of Chancery may direct) as a body corporate for the
purpose of prosecuting and defending suits by or against it, and
of enabling it gradually to settle and close its business, dispose
of and convey its property, discharge its liabilities, and
distribute to its stockholders any remaining assets, but not for
the purpose of continuing the business for which it was organized.


JEVIC TRANSPORTATION: Taps Klehr Harrison as Bankruptcy Counsel
---------------------------------------------------------------
Jevic Transportation Inc. and its debtor-affiliates ask the United
Stats Bankruptcy Court for the District of Delaware for permission
to employ Klehr, Harrison, Harvey, Branzburg & Ellers LLP as their
bankruptcy counsel.

Klehr Harrison will:

   a) advise the Debtors with respect to their rights, powers and
      duties in these cases;

   b) take all necessary action to protect and preserve the
      Debtors' estates, including, without limitation, the
      prosecution of actions on their behalf, defense of any
      actions commenced against the Debtors, the negotiations
      concerning all litigation and disputes in which the Debtors
      are involved, and review, analysis and objections to claims
      filed against the Debtors' estates;

   c) prepare and file on behalf of the Debtors all necessary
      motions, applications, answers, orders, reports and papers
      in connection with the administration of the Debtors'
      estates; and

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

The firm's professionals and their compensation rates are:

      Professionals             Designations     Hourly Rates
      -------------             ------------     ------------
      Domenic E. Pacitti, Esq.  Partner              $450
      Michael Yurkewicz, Esq.   Senior Associate     $300
      Melissa Hughes            Paralegal            $150

      Designations                               Hourly Rates
      ------------                               ------------
      Partners                                     $325-$600
      Associates                                   $205-$325
      Paralegals                                   $120-$190

The Debtors paid $250,000 retainer to Klehr Harrison for payment
of fees and expenses incurred by the firm of which $149,147 of the
retainer was used on May 19, 2008, for prepetiton services.

To the best of the Debtors' knowledge, the firm does not any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(4) of the Bankruptcy Code.

                   About Jevic Transportation Inc.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company     
has two units: Jevic Holding Corp. and Creek Road Properties.  
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., at
Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Delaware,
represents Jevic Transportation.  The Debtors selected Epiq
Bankruptcy Solutions Inc. as their claims agent.  The U.S. Trustee
for Region 3 has appointed three creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtors' filed for
protection against their creditors, they listed assets and debts
between $50 million to $100 million.


JONATHAN SHIFF: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jonathan Mitchell Shiff
        8538 Ruette Monte Carlo
        La Jolla, CA 92037

Bankruptcy Case No.: 08-05226

Chapter 11 Petition Date: June 12, 2008

Court: Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha
                  (jsmaha@smaha.com)
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Telephone (619) 688-1557
                  Fax (619) 688-1558

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

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Fitzgerald & Company                  $81,057
1011 Camino Del Rio South
Ste. 400
San Diego, CA 92108

Brandels Hillel Day School            $21,925
655 Brotherhood Way
San Francisco, CA 94132

Teyo's Landscape Construction         $11,500
68 Tranquillo Lane
Chula Vista, CA 91911

San Diego French-American School      $9,897

Andrew Woolf                          $8,906

Wells Fargo Bank                      $6,207

Association Lien Services             $5,505

Robison, Hill & Co.                   $4,954

Farmer Case & Fedor                   $4,636

Shore Tower Owners Association        $4,402

Mono County Tax Collector             $4,354
                                      $3,263

La Jolla Shores Clubdominium          $4,159

Grande South & Santa Fe Place         $3,728
                                      $2,542

Positano HOA                          $3,393

Fairbanks Ranch Country Club          $3,154

Crown Point Villas HOA                $2,732

Pacific Shores                        $2,562


KIMBALL HILL: Court Extends Action Removal Period to October 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved Kimball Hill Inc. and its debtor-affiliates' request to
extend the time by which they may file notices of removal related
to pending actions, through and including Oct. 20, 2008.

As reported in the Troubled Company Reporter on May 21, 2008, the
Debtors are parties to certain civil actions pending in
various forums.  The Debtors related that they are involved in
approximately 70 Actions throughout the country in approximately
30 state and federal venues.  The Actions involve a variety of
types of cases, including employment-related litigation and
administrative proceedings, contract disputes, product liability,
and personal injury cases.

The Debtors said that their decision regarding whether to seek
removal of any particular Action will depend on a number of
factors, including:

   (a) the importance of the Action to the expeditious resolution
       of their bankruptcy cases;

   (b) the time it would take to complete the Action in its
       current venue;

   (c) the presence of federal questions in the proceeding that
       increase the likelihood that one or more aspects
       will be heard by a federal court;  

   (d) the relationship between the Action and matters to be
       considered in connection with the Debtors' plan of
       reorganization, the claims allowance process, and the
       assumption or rejection of executory contracts; and

   (e) the progress made to date in the Action.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest         
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Wants Court to Set Claims Bar Date to August 1
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
established deadlines for filing proofs of claim in Kimball Hill
Inc. and its debtor-affiliates' Chapter 11 cases.

The Debtors anticipate that there may be more than 10,000
potential claimants in their bankruptcy cases.  Because the
Debtors hope to exit from bankruptcy as soon as possible, it is
essential that they be able to identify quickly and accurately
the full nature, extent and scope of all claims that may be
asserted against their estates, Ray C. Schrock, Esq., at Kirkland
& Ellis LLP, in New York, told the Court.

To expedite the claims analysis and reconciliation process and at
the Debtors' behest, the Court established these bar dates:

   (1) The General Bar Date or the deadline for all entities and
       persons holding claims that arose prior to the Petition
       Date to file proofs of claim as Aug. 1, 2008, at 4:00 p.m.,
       prevailing Pacific Time.

   (2) The Amended Schedule Bar Date as the later of:

         -- the General Bar Date; or

         -- 30 days after a creditor is served with notice that
            the Debtors have amended their statements of
            financial affairs and schedules of assets and
            liabilities, current income and expenditures, and
            executory contracts and unexpired leases as required
            by Section 521 of the Bankruptcy Code.

   (3) The Rejection Claim Bar Date or the deadline for filing a
       proof of claim relating to the Debtors' rejection of an
       executory contract or lease as the later of:

         -- the General Bar Date;

         -- 30 days after the date of the entry of any order
            authorizing the rejection of an executory contract or  
            unexpired lease; or

         -- 30 days after the effective date of the rejection of
            the executory contract or unexpired lease.

   (4) The Governmental Unit Bar Date or the deadline for all
       governmental units to file a proof of claim as December 8,
       2008.

The Court approved a proof of claim form that substantially
conforms with Official Form No. 10, but tailored to conform to
the size and complexity of their Chapter 11 cases.  

Creditors may submit Proof of Claim Forms, together with
accompanying evidence, in person, by courier service, overnight
delivery, or first class U.S. mail to:

           Kimball Hill Claims Processing
           c/o Kurtzman Carson Consultants LLC
           2335 Alaska Avenue
           El Segundo, California 90245

Facsimile and electronic mail submissions will not be accepted.

Proof of Claim Forms will be deemed filed when actually received
by Kurtzman Carson, not the date of the postmark.  

Creditors asserting claims against more than one Debtor will be
required to file a separate Proof of Claim Form with respect to
each Debtor.  

A creditor that is required to file a Proof of Claim Form but
fails to do so by the applicable Bar Date will be forever barred,
estopped, and enjoined from (a) asserting any claim against them,
and (b) receiving distributions under the Plan in respect of an
Unscheduled Claim.

Entities with these types of claims not be required to a file a
proof of claim:

     * Any Claim listed in the Debtors' schedules
     * Any Claim for which a proof of Claim has been filed
     * Any Claim previously paid or allowed by a Court order
     * Any Claim by any of the Debtors against another Debtor
     * Any Claim made by any holder of Debtors' equity securities
     * Any Claim allowable as administrative expenses of the
       Debtors' Chapter 11 cases

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest         
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Committee Wants to Hire Akin Gump as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Kimball Hill Inc.
and its debtor-affiliates asks permission from the U.S. Bankruptcy
Court for the Northern District of Illinois to retain Akin Gump
Strauss Hauer & Feld LLP as co-counsel, nunc pro tunc to April 30,
2008.

As the Committee's co-counsel, Akin Gump will:

   (a) advise the Committee with respect to its rights, duties
       and powers in the Debtors' Chapter 11 cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of the Debtors'   
       Chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, and liabilities and financial condition
       of the Debtors and of the operation of the Debtors'
       businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, the assumption or
       rejection of certain leases of non-residential real
       property and executory contracts, asset dispositions,
       financing or other transactions and the terms of one or
       more plans of reorganization for the Debtors and
       accompanying disclosure statements and related plan
       documents;

   (f) assist and advise the Committee as to its communications
       to the general creditor body regarding significant matters
       in the Debtors' Chapter 11 cases;

   (g) represent the Committee at all hearings and other
       proceedings;

   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety, and to the extent
       deemed appropriate by the Committee support, join or
       object to the Court filings;

   (i) advise and assist the Committee with respect to any
       legislative, regulatory or governmental activities;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (k) assist the Committee in its review and analysis of all of
       the Debtors' various agreements;

   (l) prepare, on behalf of the Committee, any pleadings,
       including without limitation, motions, memoranda,
       complaints, adversary complaints, objections or comments
       in connection with any matter related to the Debtors or
       the Chapter 11 cases;

   (m) investigate and analyze any claims against the Debtors'
       non-debtor affiliates; and

   (n) perform other legal services as may be required or are
       otherwise to be in interests of the Committee in
       accordance with the Committee's powers and duties stated
       in the Bankruptcy Code, Bankruptcy Rules or other
       applicable law.

The Committee asks the Court to rule that all fees and related
costs and expenses it incurred or will incur by on account of
services rendered by Akin Gump will be paid as administrative
expenses of the Debtors' estates.

Akin Gump will bill for its services at its standard hourly
rates:

            Partners                  $460 to $1,050
            Special Counsel/Counsel   $250 to $810
            Associates                $175 to $850
            Paraprofessionals         $75 to $250

The Akin Gump professionals that are contemplated to provide
services for the Committee's benefit are: :

      Professional           Title           Hourly Rate
      ------------           -----           -----------
      Daniel H. Golden       Partner             $950
      Philip C. Dublin       Partner             $675
      Meredith A. Lahaie     Associate           $420
      Joshua Y. Sturm        Associate           $375

Daniel H. Golden, Esq., a partner at Akin Gump, discloses that to
the best of his knowledge, his firm does not represent and does
not hold any interest adverse to the Debtors' estates or their
creditors.   Mr. Golden assures the Court that Akin Gump is a
"disinterested person," as the term is defined pursuant to
Section 101(14) of the U.S. Bankruptcy Code.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest         
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Committee Taps FTI Consulting as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Kimball Hill Inc.
and its debtor-affiliates' Chapter 11 cases seeks authority from
the U.S. Bankruptcy Court for the District of Delaware to retain
FTI Consulting, Inc., as its financial advisors, nunc pro tunc to
May 2, 2008.

As the Committee's financial advisors, FTI Consulting will:

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

   (b) assist the Committee on information and analyses
       required pursuant to the Debtors' postpetition financing,
       including preparation for hearings regarding the use of
       cash collateral and DIP financing;

   (c) assist in reviewing the Debtors' short-term cash
       management procedures;

   (d) assist in reviewing the Debtors' proposed key employee
       incentive and other critical employee benefit programs;

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

   (f) assist in reviewing the Debtors' performance of
       cost/benefit evaluations with respect to the affirmation
       or rejection of various executory contracts and leases;

   (g) assist the valuation of the present level of operations
       and identification of areas of potential cost savings,
       including overhead and operating expense reductions and
       efficiency improvements;

   (h) assist in reviewing the financial information distributed
       by the Debtors to creditors and others, including cash
       flow projections and budgets, cash receipts and
       disbursement analysis, analysis of various asset and
       liability accounts, and analyze proposed transactions
       for which Court approval is sought;

   (i) assist in reviewing and monitoring the plan sponsor/assets
       sale process, including assessing the adequacy of the
       marketing process, completeness of any buyer lists, review
       and quantifications of any bids and other services deemed
       necessary by the Committee;

   (j) attend at meetings and assist discussions with the
       Debtors, potential investors, banks, other secured
       lenders, the Committee, the U.S. Trustee, other parties in      
       interest and professionals hired by the same, as
       requested;

   (k) assist in reviewing information and analysis necessary for
       the confirmation of a plan in the Chapter 11 proceedings;

   (l) assist in evaluating and analyzing avoidance actions,
       including fraudulent conveyances and preferential
       transfers;

   (m) 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

   (n) render other general business consulting assistance as the
       Committee may deem necessary that are consistent with the
       role of a financial advisor and not duplicative of
       services provided by other professionals in the
       proceeding.

FTI Consulting will be paid for the contemplated services in
accordance with the firm's hourly rates:

     Professional                          Hourly Rate
     ------------                          -----------
     Senior Managing Directors              $650 to $715
     Directors/Managing Directors           $475 to $620
     Consultants/Senior Consultants         $235 to $440
     Administration/Paraprofessionals       $100 to $190

These FTI professionals will the working primarily with the
Committee:

           Professional                Hourly Rate
           ------------                -----------
           Mike Eisenband                 $715
           Tim Dragelin                   $650
           Matt Diaz                      $620
           Mark Laber                     $505
           Kate Schondelmeier             $385

Michael Eisenband, senior managing director of FTI Consulting,
Inc., assures the Court that his firm is a "disinterested  
person," as that term is defined in Section 101(14) of the U.S.
Bankruptcy Code, as modified by Section 1107(b).

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest         
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Panel Wants to Hire Garden City as Information Agent
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Kimball Hill Inc.
and its debtor-affiliates' Chapter 11 cases seeks permission from
the U.S. Bankruptcy Court for the District of Delaware to retain
The Garden City Group as its information agent, nunc pro tunc to
May 16, 2008.

The Committee believes that the retention of The Garden City
Group will provide it significant assistance in complying with
its obligations under Section 1102(b)(3) of the Bankruptcy Code,
will add to the effective administration of the Debtors' Chapter
11 cases, and will reduce the overall expense of administering
these cases.  

As the Committee's information agent, The Garden City Group will:

   (a) establish and maintain an Internet-accessed Web site that
       provides, without limitation:

          * a link or other form of access to the Web site
            maintained by the Debtors' notice, claims and
            balloting agent at www.kccllc.net/kimballhill, which
            will include, among other things, the case docket and
            claims register;

          * highlights of significant events in the Debtors'
            Chapter 11 cases;

          * a calendar with upcoming significant events in the
            Chapter 11 cases;

          * a general overview of the Chapter 11 process;

          * press releases issued by the Committee or the
            Debtors;

          * a non-public registration form of creditors to
            request real time updates regarding the Chapter 11
            cases via electronic mail;

          * a non-public form to submit creditor questions,
            comments and requests for access to information;

          * responses to creditor questions, comments and
            requests for access to information; provided, that
            the Committee may privately provide responses in the
            exercise of its reasonable discretion, including in
            the light of the nature of information request and
            the creditor's agreement to appropriate
            confidentiality and trading constraints;

          * answers to frequently asked questions;

          * the names and contact information for the Debtors'
            counsel and restructuring advisors; and

          * the names and contact information for the Committee's
            counsel and financial advisors;

   (b) distribute the updates regarding the Chapter 11 cases via
       electronic mail for creditors that have registered for
       service on the Committee website; and

   (c) establish and maintain a telephone number and electronic
       mail address for creditors to submit questions and
       comments.

The Garden City Group's professionals and their current hourly
rates are:

         Title                                Hourly Rate
         -----                                -----------
         Administrative                        $45 to $70
         Data Entry Processors                        $55
         Mailroom and Claims Control m                $55
         Project Administrators                $70 to $85
         Quality Assurance Staff              $80 to $125
         Project Supervisors                  $95 to $110
         Systems & Technology Staff          $100 to $200
         Graphic Support                             $125
         Project Managers, Dept. Managers    $125 to $150
         Directors, Senior Consultants       $175 to $250
         Assistant Vice Presidents           $175 to $250
         Senior Management                   $250 to $295

Garden City will also be reimbursed for reasonable fees and
expenses it incurred or will incur in the performance of its
dutites.  The fees and expenses to be incurred by Garden City
will be administrative in nature and will not be subjected to
standard fee application procedures for bankruptcy professionals.  

The Committee propose that Garden City be paid for its services
on a monthly basis, upon submission of monthly invoices
summarizing in reasonable detail the services rendered and the
expenses incurred to the Committee, the Debtors, and the United
States Trustee.  Parties-in-interest will have 10 days to advise
Garden City any objections to the monthly invoices.  

Michael J. Sherin, chairman of Garden City, discloses that to the
best of his knowledge, his firm does not represent any interest
adverse to the interests of the Committee or the Debtors'
estates.  Garden City is a disinterested person as the term is
defined in Section 101(14) of the U.S. Bankruptcy Code, he assures
the Court.

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest         
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIRK COTTRELL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mission Possible Ministries, Inc.
        621 Ridge Drive
        Naples, FL 34108

Bankruptcy Case No.: 08-08460

Description: The Debtor is a Florida not-for-profit corporation.
             Richard Munoz, president and director, filed the
             petition on the Debtor's behalf.

Chapter 11 Petition Date: June 11, 2008

Court: Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: David Marshall Brown, Esq.
                  (dmbrownpa@bellsouth.net)
                  David Marshall Brown PA
                  33 Northeast 2nd Street, Suite 208
                  Fort Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Fax: (954) 765-3382

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

List of Creditor:

   Creditor                     Nature of Claim     Claim Amount
   --------                     ---------------     ------------
   Bayview Loan Servicing LLC   contingent                    $0
   c/o Eric M. Myers, Esq.      unliquidated
   2525 Ponce De Leon Blvd.     disputed
   Suite 400
   Miami, FL 33134


KNIGHTSBRIDGE CLO: S&P Puts 'BB' Rating on $16.5MM Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Knightsbridge CLO 2008-1 Ltd./ Knightsbridge CLO 2008-1 Corp.'s
$254.5 million floating-rate notes.
     
Knightsbridge 2008-1 is a collateralized loan obligation backed by
middle-market loans.
     
The ratings reflect:
     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes and by the income notes and
        overcollateralization;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's;

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness;

     -- Scenario default rates of 61.99% for class A, 58.12% for
        class B, 55.50% for class C, 49.55% for class D, and
        41.92% for class E; and break-even default rates of 70.79%
        for class A, 68.26% for class B, 59.99% for class C,
        53.96% for class D, and 42.89% for class E;

     -- A weighted average rating of 'B-';
     -- The portfolio's weighted average maturity of 5.018 years;
     -- A Standard & Poor's default measure of 6.91%;
     -- A Standard & Poor's variability measure of 4.20%; and
     -- A Standard & Poor's correlation measure of 1.77.

Interest on the class C, D, and E notes may be deferred up until
the legal final maturity date in June 2018 without causing a
default under these obligations.  The ratings on the notes,
therefore, address the ultimate payment of interest and principal.
     

                         Ratings Assigned
   Knightsbridge CLO 2008-1 Ltd./Knightsbridge CLO 2008-1 Corp.
      
            Class                   Rating       Amount
            -----                  -------       ------
            A                       AAA       $196,000,000
            B                       AA         $16,000,000
            C                       A          $16,000,000
            D                       BBB        $10,000,000
            E                       BB         $16,500,000
            Subordinated notes      NR         $25,500,000


                        NR -- Not rated.

LANDRY'S RESTAURANTS: Inks $1.3 Billion Buyout Deal with Fertitta
-----------------------------------------------------------------
Landry's Restaurants Inc. entered into a definitive agreement with
Fertitta Holdings Inc. pursuant to which Fertitta has agreed to
acquire all of the company's outstanding common stock for
$21.00 per share in cash.  The total value of the transaction is
approximately $1.3 billion, which includes approximately
$885.0 million of debt.
  
Fertitta is a newly formed entity owned by the company's chairman,
president, chief executive and original founder, Tilman J.
Fertitta.  

Mr. Fertitta in April cut his buyout offer by 11% to $21.00 a
share, citing weakened economic conditions, The Wall Street
Journal said.  That lowered price was agreed to by Landry's board,
but there is a 45-day window during which the company will accept
competing bids, WSJ added.

According to WSJ, Landry's shares closed on June 13 at $16.79 and
jumped 20% to $20.15 in premarket trading.

In a press statement, the company disclosed that Mr. Fertitta owns
approximately 39% of the company's outstanding shares of common
stock.  The stock price represents a premium of approximately 37%
over the closing share price of the company's common stock on
April 3, 2008, the last trading day before disclosure of the
revised offer made by Mr. Fertitta to acquire the company.  

The company's board of directors, acting upon the unanimous
recommendation of a special committee comprised entirely of
independent directors, has approved the merger agreement,
including the fully financed commitments consisting of
Mr. Fertitta's equity contribution and the debt financing
commitments of the lenders presented by Mr. Fertitta, and has
recommended that the company's stockholders vote in favor of the
merger agreement.

Mr. Fertitta has received debt financing commitments from
Jefferies Funding LLC, Jefferies & company Inc., Jefferies Finance
LLC and Wells Fargo Foothill LLC to fund the acquisition.

Under the merger agreement, there is a "go -- shop" provision
whereby the special committee, with the assistance of its
independent advisors, will solicit superior acquisition proposals
from third parties for approximately 45 days after the signing of
the merger agreement.  

The company does not intend to disclose developments with respect
to this solicitation process unless and until the special
committee has made a decision with respect to the alternative
proposals, if any, it receives.  No assurances can be given that
the solicitation of superior proposals will result in an
alternative transaction.

The transaction is expected to be completed in approximately four
months, subject to regulatory approvals and other customary
closing conditions and performance criteria, including no material
adverse effect on the company's results or operations prior to
closing.

The transaction is subject to the approval of the merger agreement
by a majority of the outstanding shares of the company's common
stock.

The company, in accordance with the terms of the merger agreement,
will stop payment of its regular quarterly dividend of $0.05 per
share while the transaction is pending.

King & Spalding, LLP provided legal advice to the special
committee.  Cowen and company served as financial advisor to the
special committee and rendered a fairness opinion in connection
with the proposed transaction.  

North Point Advisors LLC served as financial advisor to the
company.  Haynes and Boone LLP served as the company's legal
advisors.

Olshan Grundman Frome Rosenweig & Wolosky LLP is serving as
Fertitta's legal advisors.  Jefferies & company Inc. is serving as
financial advisor to Mr. Fertitta.

Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents by directing the
request to:

     Landry's Restaurants Inc.
     Investor Relations
     1510 West Loop South,
     Houston, TX 77027
     Tel (713) 386-7000

                 About Landry's Restaurants Inc.

Headquartered in Houston, Texas, Landry's Restaurants Inc.
(NYSE: LNY) -- http://www.landrysrestaurants.com/-- is a     
restaurant and entertainment company engaged in the ownership and
operation of full-service, casual dining restaurants, primarily
under the names of Rainforest Cafe, Saltgrass Steak House,
Landry's Seafood House, The Crab House, Charley's Crab and The
Chart House.  Its portfolio of restaurants consists of formats,
menus and price points that appeal to a wide range of markets and
customer tastes.  It offers concepts ranging from steak and
seafood restaurants to casual theme-based restaurants.  The
company is also engaged in the ownership and operation of select
hospitality businesses, including hotel and casino resorts that
provide dining, leisure and entertainment experiences.

                           *     *     *

Moody's Investor Service placed Landry's Restaurants Inc.'s long-
term corporate family and probability of default ratings at'B2' in
January 2008.  The ratings still hold to date.


LANDSOURCE: March 30 Balance Sheet Upside-Down by $487.6 Million
----------------------------------------------------------------
Linear Technology Corporation's consolidated balance sheet at
March 30, 2008, showed $1.5 billion in total assets and
$2.0 billion in total liabilities, resulting in a $487.6 million
total stockholders' deficit.

The company reported net income of $99.2 million for the third
quarter ended March 30, 2008, compared with net income of
$98.6 million in the same period ended April 1, 2007.

Net income was $284.5 million the first nine month period of
fiscal year 2008, a decrease of $31.5 million from the same period
in fiscal year 2007.  

                             Revenue

Revenue for the quarter ended March 30, 2008, was $297.9 million,
an increase of $42.9 million or 17% over revenue of $255.0 million
for the same quarter of the previous fiscal year.  The company
said that the increase in revenue was primarily due to the company
selling more units into the industrial and communication end-
markets, partially offset by a reduction in its consumer end-
market sales.  

The average selling price (ASP) decreased from $1.67 per unit in
the third quarter of fiscal year 2007 to $1.57 per unit in the
third quarter of fiscal year 2008.  The decrease in the company's
ASP is primarily due to the change in sales mix and to a lesser
extent the company lowering its selling price on certain products
that have reached significant volume levels.  

Revenue for the nine months ended March 30, 2008, was
$868.1 million, an increase of $53.2 million or 7% over revenue of
$815.0 million for the same period of the previous fiscal year.  
The increase in revenue for the nine-month period ended March 30,
2008 was due to increases in all end-markets, primarily
industrial, automotive and military/space end-markets.  

The ASP for the first nine months of fiscal year 2008 decreased to
$1.54 per unit from $1.61 per unit in the same period of fiscal
year 2007.  

During the first quarter of fiscal year 2008, the company had one
set of significant stock option grants that became fully vested
after five years and one significant set of restricted stock
grants that became fully vested after three years.  As a result,
the company had lower stock-based compensation charges in cost of
sales; research and development; and selling, general and
administrative expense when compared to the third quarter and the
first nine month period of fiscal year 2007.  

                           Gross Profit

Gross profit was $230.9 million and $670.9 million for the third
quarter and the first nine-month period of fiscal year 2008, an
increase of $32.5 million and $36.1 million, respectively, from
the corresponding periods of fiscal year 2007.  Gross profit as a
percentage of revenues decreased to 77.5% in third quarter of
fiscal year 2008 as compared to 77.8% of revenues for the same
period in the previous fiscal year.  

Gross profit as a percentage of revenue decreased to 77.3% for the
first nine months of fiscal year 2008 as compared to 77.9% of
revenues for the same period in the pervious fiscal year.  The
decrease in gross profit as a percentage of revenues for the
three- and nine-month periods ended March 30, 2008, was primarily
due to increases in employee profit sharing as well as a decrease
in ASP, both of  which were largely offset by improved factory
efficiencies on higher sales volume as well as a decrease in costs
related to stock-based compensation expense.

                Research and Development Expenses

Research and development (R&D) expenses for the quarter ended
March 30, 2008, were $49.6 million, an increase of $4.2 million or
9% over R&D expenses of $45.4 million for the same period in the
previous fiscal year.  

R&D expenses for the nine months ended March 30, 2008, were
$145.2 million, an increase of $8.4 million or 6% over R&D
expenses of $136.8 million for the same period in the previous
fiscal year.  

           Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) for the
quarter ended March 30, 2008, were $35.4 million, an increase of
$2.6 million or 8% over SG&A expense of $32.8 million for the same
period in the previous fiscal year.  

SG&A for the nine months ended March 30, 2008 were $101.8 million,
an increase of $1.0 million over SG&A expenses of $100.8 million
for the same period in the previous fiscal year.  

                         Interest Expense

Interest expense was $14.4 million and $43.4 million for the third
quarter and the first nine-month period of fiscal year 2008, an
increase of $14.0 million and $42.1 million, respectively, over
the corresponding periods of fiscal year 2007.  The increase in
interest expense was due to the company's issuance of $1.7 billion
Convertible Senior Notes during the fourth quarter of fiscal year
2007 bearing interest at 3.0% and 3.125%.  

Interest expense for the third quarter and the first nine month
period of fiscal year 2008 is primarily comprised of convertible
debt interest, amortization of the convertible debt discount and
amortization of issuance costs.

                         Interest Income

Interest income was $7.3 million and $21.0 million for the third
quarter and the first nine month period of fiscal year 2008, a
decrease of $9.7 million and $28.8 million, respectively, from the
corresponding periods of fiscal year 2007.  Interest income
decreased due to the company's lower average cash and short-term
investment balances as the company used $1.3 billion of its cash
to fund a portion of its $3.0 billion accelerated share repurchase  
transaction during the fourth quarter of fiscal year 2007.

                        Effective Tax Rate

The company's effective tax rate for the third quarter of fiscal
year 2008 was 28.5% as compared to 28% in the same quarter of
fiscal year 2007.  The company's effective tax rate for the nine
months ended March 30, 2008, was 29.2% as compared to 29.1% in the
corresponding period of fiscal year 2007.  The increase in the
effective tax rates for these periods was primarily due to lower
R&D tax credits as this tax benefit expired as of Dec. 31, 2007.  

In addition, the effective tax rate is higher due to lower tax-
exempt interest income and the expiration of the ETI export tax
benefit.  These decreases are partially offset by an increase in
foreign earnings in lower tax jurisdictions, higher domestic
production tax benefits and the impact of quarterly discrete
adjustments.

The company's effective tax rate is lower than the federal
statutory rate of 35% as a result of lower tax rates on the
earnings of its wholly-owned foreign subsidiaries, principally in
Singapore and Malaysia.  The company has a partial tax holiday
through July 2015 in Malaysia and a partial tax holiday in
Singapore through August 2011.  In addition, the company receives
tax benefits from non-taxable interest income and domestic
manufacturing credits.

                 Liquidity and Capital Resources

At March 30, 2008, cash, cash equivalents and short-term
investments totaled $907.9 million and working capital was
$1.0 billion.  

During the first nine months of fiscal year 2008, the company
generated $399.8 million of cash from operating activities,
$52.7 million in proceeds from common stock issued under employee
stock plans and $10.7 million from excess tax benefits received on
the exercise of stock options.

During the first nine months of fiscal year 2008, significant cash
expenditures included $304.0 million for net purchases of short-
term investments; payments of $129.0 million for cash dividends to
stockholders; $50.7 million for repurchases of the company's
common stock; payments of $15.7 million for capital assets; and
$1.0 million for a long-term investment in a privately held
company.  In April 2008, the company's Board of Directors declared
a cash dividend of $0.21 per share.  

Historically, the Company has satisfied its liquidity needs
through cash generated from operations.  Given its financial
condition and historical operating performance, the company
believes that current capital resources and cash generated from
operating activities will be sufficient to meet its liquidity and
capital expenditures requirements for the foreseeable future.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 30, 2008, are available for
free at http://researcharchives.com/t/s?2e02

                     About Linear Technology

Based in Milpitas, California, Linear Technology Corporation
(Nasdaq: LLTC) -- http://www.linear.com/-- is a manufacturer of   
linear integrated circuits.  The company became a public company
in 1986 and joined the S&P 500 index of major public companies in
2000.  

Linear Technology products include high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, uModuleTM products, and many other analog functions.  

Applications for Linear Technology's high performance circuits
include telecommunications, cellular telephones, networking
products such as optical switches, notebook and desktop computers,
computer peripherals, video/multimedia, industrial  
instrumentation, security monitoring devices, high-end consumer
products such as digital cameras and MP3 players, complex medical
devices, automotive electronics, factory automation, process
control, and military and space systems.


LANDSOURCE COMMUNITIES: Wants to Hire Lazard as Financial Advisor
-----------------------------------------------------------------
Prsuant to Sections 327(a) and 328(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 U.S. Bankruptcy Court for the District of
Delaware to employ Lazard Freres & Co. LLC as their financial
advisor nunc pro tunc to June 8, 2008.

The parties have entered into a letter of engagement dated
April 25, 2008.  As banking advisor to the Debtors, Lazard is
expected to:

   (a) review and analyze the Company's business, operations and
       financial projections;

   (b) evaluate the Company's potential debt capacity in light of
       its projected cash flows;

   (c) assist in the determination of a capital structure for the
       Company;

   (d) assist in the determination of a range of values for the
       Company on a going concern basis;

   (e) advise the Company on tactics and strategies for
       negotiating with the stakeholders;
   
   (f) render financial advice to the Company and participate in
       meetings or negotiations with the Stakeholders and rating
       agencies or other appropriate parties in connection with
       any restructuring;

   (g) advise and assist the Company in evaluating potential
       financing transaction by the Company, and, subject to
       Lazard's agreement so to act and, if requested by Lazard,
       to execution of appropriate agreements, on behalf of the
       Company, contacting potential sources of capital as the
       Company may designate and assisting the Company in
       implementing the Financing;

   (h) advise the Company on the timing, nature, and terms of new
       securities, other consideration or other inducements to be
       offered pursuant to the Restructuring;

   (i) assist the Company in preparing documentation within our
       area of expertise that is required in connection with the
       Restructuring;

   (j) Assist the Company in identifying and evaluating
       candidates for a potential sale transaction, advise the
       Company in connection with negotiations and aiding in the
       consummation of a Sale Transaction;

   (k) attend meetings of the Company's Board of Directors and
       its committees with respect to matters on which Lazard
       have been advised to engaged with;

   (i) Provide testimony, as necessary, with respect to matters
       on which Lazard have been engaged to in any proceeding
       before the Bankruptcy Court; and

   (m) provide the Company with other financial restructuring
       advice.

In connection to the services Lazard will provide, the Debtors
will pay the firm:

   (a) a $150,000 monthly fee for each of the first 12 payments
       accruing and a $200,000 subsequent payment for each month.

   (b) a $6,000,0000 restructuring fee; provided, however, that
       if a Restructuring is to be completed through a
       "prepackaged" or "prearranged" plan of reorganization.  
       The Restructuring Fee will be earned and will be payable
       upon the earlier of (i) execution of definitive agreements
       with respect to the plan and (ii) delivery of binding
       consents to the plan by a sufficient number of creditors.
       In the event that the plan is not consummated, Lazard will
       return the fee.

   (c) reimbursement of expenses including travel and lodging,
       data processing and communications charges, courier
       services, counsel fees, and other expenditures.

In addition, if the Debtors consummate a sale transaction
incorporating a majority of the assets or controlling interest in
the equity securities of the Company, Lazard will be paid with a
sale transaction fee or in other circumstances with a minority
sale transaction fee.

The parties also entered into an indemnification agreement dated
February 7, 2008.  Accordingly, the Debtors ask the Court to
indemnify Lazard from liabilities and claims related to its
engagement, except those arising from the firm's gross negligence
and willful misconduct.

As part of the overall compensation payable to Lazard under the
terms of the Engagement Letter, the Debtors have agreed to the
reimbursement, indemnification, and contribution obligations  
under the Indemnification Letter.  Lazard and the Debtors
believe those provisions are customary and reasonable for
financial advisory and investment banking engagements in a
Chapter 11 case.

Lazard has been paid a total $600,000 in fees, and has been
provided $47,365 towards the reimbursement of expenses, before
the Petition Date.

Barry Ridings, managing director of Lazard Freres, assures the
Court 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).

A copy of the Letter of Engagement is available for free at:

              http://ResearchArchives.com/t/s?2dd3

                   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: Wants to Hire Sitrick as Communications Consultants
---------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Rule 2014 of the Federal Rules of Bankruptcy Procedure, and Local
Rule 2014-1, LandSource Communities Development LLC and its
debtor-affiliates ask the permission of the U.S. Bankruptcy Court
for the District of Delaware to employ Sitrick and Company Inc. as
their corporate communications consultants, nunc pro tunc to June
8, 2008.

As the Debtors' corporate communications consultant, Sitrick is
expected to:

   (a) develop and implement communications programs and related
       strategies and initiatives for communications with the
       Debtors' key constituencies, including customers,
       employees, vendors, related key constituencies, and the
       media, regarding the Debtors' operations and progress
       through the chapter 11 process;

   (b) develop public relations initiatives for the Debtors to
       maintain public confidence and internal morale during the
       Chapter 11 process;

   (c) prepare press releases and other public statements for the
       Debtors, including statements relating to major Chapter 11
       events;

   (d) prepare other forms of communication to the Debtors' key
       constituencies and the media; and

   (e) perform other communications consulting services as may be
       requested by the Debtors.

Mark D. Collins, Esq., at Richards, Layton and Finger, P.A., in
Wilmington, Delaware, tells the Court the services to be provided
by Sitrick will not be unnecessarily duplicative of those
provided by any of the Debtors' other professionals.  Sitrick has
represented to the Debtors that it will coordinate any services
performed at the Debtors' request with the Debtors' other
professionals to avoid duplication in effort.

Before the Petition Date, Sitrick had received $175,000 advance
payment for professional services it performed and expenses it
incurred for the period April 17, 2008, through the Petition
Date.  As of June 8, 2008, Sitrick has a remaining credit balance
of $2,619 in favor of the Debtors.

Sitrick's current hourly rates range from $175 to $750, depending
on the professional performing the services.  The specific hourly
rates for individuals anticipated to provide services to the
Debtors are:

   Professional               Hourly Rate
   ------------               -----------
   Sandra Sternberg               $625
   Tamara Taylor                  $495
   Maya Pogoda                    $435
   Holly Baird                    $175
   Meghan Fancler                 $175
   Alex Dickel                    $175

The Debtors will also pay Sitrick a retainer of $60,000 and a
refundable expense advance of $5,000.  Reasonable and necessary
out-or-pocket expenses incurred by Sitrick will be applied
against this advance.  When the expense advance has been fully
applied against reasonable and necessary out-of-pocket expenses,
additional costs and expenses will be billed as incurred.

Sitrick has disclosed to the Debtors that it represents Lennar
Corporation, a sponsor holding a 16% indirect ownership interest
in LandSource Communities, and that it may continue to do so with
respect to the Debtors' Chapter 11 cases.  According to
Mr. Collins, Sitrick has implemented appropriate "screens" and
separation of teams so that the Debtors' interests are not
adversely affected by its representation of Lennar.

Michael S. Sitrick, president, chairman, and chief executive
officer of Sitrick, assures Judge Carey 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).

                   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).


LODGENET INTERACTIVE: S&P Places 'B+' Rating Under Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on LodgeNet Interactive Corp.
(formerly LodgeNet Entertainment Corp.) on CreditWatch with
negative implications.

"The CreditWatch placement reflects our concerns about LodgeNet's
ability to remain in compliance with its financial covenants,
particularly given the slowdown in the economy," said Standard &
Poor's credit analyst Jeanne Mathewson.
     
The in-room entertainment provider had $630 million of total debt
outstanding as of March 31, 2008.
     
LodgeNet had a thin margin of covenant compliance as of March 31,
2008, with leverage at 4.45x (using pro forma EBITDA as defined in
the bank agreement), compared with its 4.75x leverage covenant.  
The covenant progressively tightens to 4.5x on Sept. 30, 2008, and
4.25x on March 31, 2009, which would require the company to
improve EBITDA or pay down debt to maintain an appropriate cushion
of compliance.
     
In resolving the CreditWatch listing, Standard & Poor's will
consider the measures undertaken by the company's management to
remain in compliance as the covenants tighten, and will consider
LodgeNet's overall operating performance.  As S&P have previously
stated, if the company does not increase EBITDA and/or reduce debt
sufficiently to maintain a cushion of compliance of at least 50
basis points, S&P may lower the ratings.


MAGUIRE PROPERTIES: Overhauls Management, To Secure $110MM Loan
---------------------------------------------------------------
Maguire Properties, Inc., is moving forward on a number of key
initiatives since Nelson C. Rising was appointed as President and
Chief Executive Officer in May 2008.  The steps include
restructuring the Company's senior management team, launching an
Orange County asset disposition program, working to secure
additional financing, and returning the Company's headquarters to
Downtown Los Angeles.

Mr. Rising commented, "Since being appointed CEO nearly 30 days
ago, I have been focused on implementing a number of key
initiatives designed to ultimately maximize value for our
shareholders. As we begin carrying out these near-term actions, I
expect our new management structure will create a more efficient
and effective organization that allows us to be well coordinated
in our efforts. Additionally, I am pleased to have concluded the
move of the Company's headquarters back to Downtown Los Angeles.
Going forward, I believe the corporate culture will be enhanced
through better communications and efficiencies, including cost
savings, as we seek to address near-term challenges and build the
long-term value of our excellent portfolio of Southern California
properties including our outstanding assets in Downtown Los
Angeles."

                     Senior Management Changes

The Company is reorganizing its management team by making certain
changes in its executive leadership.  Douglas J. Gardner, recently
appointed Executive Vice President, will focus on the Company's
operations and will undertake responsibility for the asset
management, leasing, development, and human resources functions.  
Mark T. Lammas will continue to serve as Executive Vice President
and will undertake responsibility for acquisitions, dispositions,
financings and other transactional matters.

In connection with these changes, Martin A. Griffiths, Executive
Vice President and Chief Financial Officer, and Paul S. Rutter,
Executive Vice President, Major Transactions, are stepping down
from their positions effective June 30, 2008, and Mr. William H.
Flaherty, Senior Vice President Marketing, is stepping down from
his position effective July 11, 2008. The Company has commenced a
search for a new Executive Vice President and Chief Financial
Officer.

In the interim, Shant Koumriqian, Senior Vice President and Chief
Accounting Officer, will assume responsibility for accounting and
reporting matters.

            Orange County Asset Disposition Program

The Company has identified strategic near-term opportunities to
reduce debt, eliminate debt service obligations and increase Funds
from Operations by disposing of certain of its assets in Orange
County, California.  Proceeds will be used to pay down debt and
for other general corporate purposes.  Specifically, it has
engaged Eastdil Secured to commence the marketing of Park Place, a
105-acre real estate campus that is expected to be fully developed
over the next five to seven years. The mixed-use property is
located in Irvine, California, adjacent to the San Diego 405
Freeway at Jamboree Road and Michelson Drive in the commercial
center of Orange County.  Active discussions have also been
renewed or commenced with interested buyers for certain of the
Company's other Orange County properties.

               Up to $110 Million in New Financing

The Company is in advanced discussions with EuroHypo Bank, with
whom it has an existing banking relationship, to obtain a short-
term, floating-rate loan on its Pasadena-based properties, Plaza
Las Fuentes and the Westin(R) Pasadena Hotel. Proceeds are
expected to range between approximately $100 million to $110
million and will not be immediately deployed as they are intended
to provide the Company with an additional liquidity cushion. The
financing is expected to close in the third quarter of 2008. Any
further capital programs will be determined at a future date and
will be based in part on the amount of proceeds from and timing of
the aforementioned Orange County asset disposition program, and
the Company's performance over time.

The Wall Street Journal's Peter Grant says Maguire owes $5 billion
in debt, primarily as a result of its acquisition of Orange County
office buildings in 2007 just before the real estate market went
sour.  Maguire recently decided to stop paying a dividend, but the
company isn't generating enough cash to pay its debt service, the
Journal says.

Mr. Grant relates that the Company acquired Park Place in 2004 for
about $475 million, and became a pet project for former CEO Robert
Maguire III.

According to the Journal, Mr. Rising declined to give the asking
price for the Park Place but predicted that there will be ample
demand despite Orange County's high vacancy rate and the credit
crunch which is making it difficult for real estate investors to
fund development and acquisitions.

WSJ says Maguire's hedge-fund investors, which have been concerned
that the company might try to improve liquidity by selling stock,
will likely be relieved. "We think they can enhance liquidity
strictly by doing asset sales," said Jon Brooks, general partner
of JMP Capital Partners LP, a hedge fund that owns about 8% of
Maguire, according to the Journal.

                    About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG), a Southern California-
focused real estate investment trust, owns and operates Class A
office properties in the Los Angeles central business district and
is primarily focused on owning and operating high-quality office
properties in the Southern California market.  Maguire Properties,
Inc. is a full-service real estate company with substantial in-
house expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

On the Net: http://www.maguireproperties.com/

                          *     *     *

As reported in the Troubled company Reporter on May 9, 2008,
Moody's Investors Service has lowered Maguire Properties Inc.'s
ratings: (i) corporate family rating to B1 from Ba2 rating; (ii)
senior secured rating to B1 from Ba3; and placed them on review
for possible downgrade.  


MCCLATCHY COMPANY: Cuts 1,400 Jobs to Deal with Challenging Times
-----------------------------------------------------------------
The McClatchy Company plans to reduce 1,400 jobs or about 10% of
its workforce as the company accelerates efforts to manage through
this difficult advertising market, and position itself for future
success in an increasingly competitive environment.

Staff reductions are becoming common in the newspaper industry,
The Wall Street Journal related.  

In recent weeks, Washington Post Co., New York Times Co., and
Richmond, Virgina-based Media General Inc. have reported job cuts,
WSJ added.  Earlier this month, according to WSJ, Tribune Co.,
owner of the Los Angeles Times and Chicago Tribune, signaled it
plans to "right size" its workforce.

WSJ indicated that McClatchy has been hit hardest among the
newspaper publishers.  According to WSJ, it spent $4.6 billion to
buy the bulk of rival Knight-Ridder Inc.'s newspaper operations
two years ago, just as the industry was entering a prolonged
slump.  The company also has suffered from its concentration in
Florida and California, states hard-hit by the housing downturn,
WSJ said.

In addition, the company's ad gains dipped 19.5% in the Northwest,
where McClatchy owns four dailies, WSJ said.

In a press statement, Gary Pruitt, McClatchy CEO, said: "we have
been transitioning steadily and successfully from a traditional
newspaper company to an integrated multimedia company for some
time.  The effects of the current national economic downturn --
particularly in real estate, auto and employment advertising --
make it essential that we move faster now to realign our workforce
and make our operations more efficient.  I'm sorry this requires
the painful statement we are making, but we're taking this action
to help ensure a healthy future for our company."

McClatchy said it is reducing workforce through both voluntary and
involuntary separations, well as managed attrition, involving
about 1,400 full-time equivalent employees.  The company will
retain its strategic focus on sales, news and online operations as
it realigns operations, with decisions about the size and profile
of changes differing by location.

McClatchy historically has not used broad layoffs to manage staff
size, relying instead on attrition and selected job eliminations
through outsourcing.  This has been an effective strategy,
resulting in workforce reduction of 13% between the end of 2006
and April 2008, but the more competitive media environment and
challenging operating conditions mean the company must move more
aggressively to shape the overall workforce.

"It's important to recognize this move as part of a continuing,
strategic vision for successful future operations, not solely a
response to this adverse conditions," Mr. Pruitt said.  "McClatchy
is committed to remaining a healthy, profitable company positioned
not only to meet current challenges, but to take full advantage of
opportunities for growth as we restructure to support our mission
of delivering high quality news and information.  Our five-year
plan has recognized the need for a workforce smaller than today's;
in adjusting to the current economic environment, we find we must
move more quickly to that goal."

McClatchy's cash expenses were down 10.5% in the first quarter of
2008 and FTE count was down 7.5% from prior year.

These moves will produce annual savings of about $70 million from
staff reductions as part of a plan to reduce overall expenses by
$95 million to $100 million over the next four quarters.  Combined
with expense control initiatives, the company expects to reduce
non-newsprint cash expense in the low double-digit percentage
range over the balance of 2008 excluding severance costs of about
$30 million.

McClatchy has continued to grow total audience even in this
economic climate.  Adding newspaper readership to the unduplicated
reach of online, digital and niche products, the company's local
media franchises in 29 premium markets nationwide reach on average
70% of the adults in their communities.  Online audience growth of
25% in 2007 far outpaced industry averages, and the first quarter
of 2008 saw even more dramatic growth of 41%.

"Growing audience has always been the best predictor of future
success for any media company, and in our case it is also an
essential foundation for our public service mission," Howard
Weaver, McClatchy's vice president, news, said.  "As difficult as
it is to say farewell to valued colleagues, we continue to employ
by far the largest and most experienced newsrooms in each of our
communities and will continue to do so.  They enjoy greater reach
and employ better tools today than ever in our 151-year history,
and we do not intend to slack in pursuing our obligations."

McClatchy said the company would work to ensure a smooth
transition during the downsizing, providing severance payments and
benefit continuation to affected employees.

"We will move as quickly as possible to inform those affected by
this plan and will work hard to treat them with the respect owed
to colleagues whom we will all miss," Heather Fagundes, the vice
president for human resources at the company, said.

                           About McClatchy

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 31 daily newspapers,
approximately 50 non-dailies and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets which complement its newspapers and extend its
audience reach in each market.  McClatchy-owned newspapers include
The Miami Herald, The Sacramento Bee, the Fort Worth Star-
Telegram, The Kansas City Star, The Charlotte Observer and The
(Raleigh) News & Observer.

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2008,
Standard & Poor's Ratings Services lowered its ratings for The
McClatchy Co. by one notch and subsequently placed them on
CreditWatch with negative implications.  The corporate credit
rating was lowered to 'BB-' from 'BB'.


MERGE HEALTHCARE: Completes $20 Million Financing
-------------------------------------------------
Merge Healthcare Incorporated disclosed the completion of its
$20 million financing pursuant to a securities purchase agreement
with Merrick RIS, LLC, an affiliate of Merrick Ventures, LLC,
dated May 21, 2008.  Pursuant to the terms of the private
placement, the company issued to Merrick:

   (i) a $15 million senior secured term note due 2010 and
       6,800,000 shares of the Company’s common stock as partial
       consideration for the term note and

  (ii) 14,285,715 shares of the company's common stock at a price
       per share of $.35.

The private placement was made pursuant to an exemption from the
registration requirements under the Securities Act of 1933, as
amended.  After giving effect to the payment of certain
transactions costs, closing fees and prepaid interest, the net
proceeds of the private placement to the company equaled
approximately $16.6 million.

The term note bears interest at 13.0% per annum and the principal
thereof is payable in full in a single installment on the second
anniversary date of the closing of the private placement.  The
term note also contains certain other mandatory prepayment
provisions.  The term note is secured by a first priority lien on
all of the assets of the U.S. and Canadian operations of the
company and its subsidiaries.

                   Registration Rights Agreement

The company has also entered into a registration rights agreement
in connection with the private placement pursuant to which it has
agreed to register with the Securities and Exchange Commission for
public resale the common stock under certain circumstances.

                       Five Directors Resign

In connection with the private placement, five of the eleven
members of the Board of Directors of the company, Michael D.
Dunham, Robert A. Barish, Ramamritham Ramkumar, R. Ian Lennox and
Kenneth D. Rardin, resigned from the Board of Directors of the
Company.  In accordance with the purchase agreement, the Board of
Directors filled the vacancies created by such resignations by
appointing these individuals designated by Merrick to serve on the
Board of Directors: Michael W. Ferro, Jr., Neele Stearns, Jr.,
Gregg G. Hartemayer, Justin C. Dearborn and Nancy J. Koenig.  The
company has also agreed that Merrick will continue to have the
right to designate five persons to be nominated for election to
the Board of Directors in the future, subject to reduction upon a
decrease in Merrick's ownership percentage in the company.

                       About Merge Healthcare

Headquartered in Milwaukee, Wisconsin, Merge Healthcare Inc.
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is   
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

                       Possible Bankruptcy

As reported in the Troubled Company Reporter on May 16, 2008, if
adequate funds are not available or are not available on
acceptable terms, the company will likely not be able to fund its
new teleradiology business, take advantage of unanticipated
opportunities, develop or enhance services or products, respond to
competitive pressures, or continue as a going concern beyond
June 30, 2008, and may have to seek bankruptcy protection.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated'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 negative cash
flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.


MERGE HEALTHCARE: To Cut 16% of Workforce Under Reorganization
--------------------------------------------------------------
Merge Healthcare Incorporated disclosed the reorganization of its
business operations and a change in executive management.

                          Reorganization

The company is reorganizing and renaming its operating divisions.  
Merge Healthcare North America has been renamed Merge Fusion; and
Cedara, its operating division located in Toronto, Ontario, will
be renamed Merge OEM.

Total worldwide headcount will be reduced by approximately 60
people, to approximately 300 employees.  The company anticipates
that these reductions will result in a charge of $6 million in its
financial statements for the second quarter ending June 30, 2008.  
The charge is expected to include at least $5 million in employee
severance costs related to these headcount reductions and the
management changes and at least $1 million in costs related to the
early termination of office leases.  Most of the severance costs
will be payments to executives over the next 12 months pursuant to
the terms of pre-existing employment agreements.

The company expects to also incur additional costs associated with
the early termination of certain vendor contracts, which it cannot
currently estimate.

The company anticipates incurring additional non-cash charges
during the second quarter ending June 30, 2008, associated with
the reorganization.  These non-cash charges include approximately
$1 million of trade name impairment costs and approximately
$2 million of stock-based compensation costs associated with the
accelerated vesting of certain restricted stock and stock options
of terminated employees.

                       Executive Team Changes

The company accepted the resignations of four company officers:

   * Mr. Kenneth Rardin, chief executive officer;

   * Steven Norton, chief financial officer;

   * Gary Bowers, president of Merge North America division; and

   * Loris Sartor, president of Cedara/Merge OEM division.

The company's Board of Directors has determined that, in light of
the restructuring steps, these officers are entitled to full
severance benefits under their pre-existing employment agreements.

The company appointed these four new Company officers:

   * Justin C. Dearborn — the company's new Chief Executive  
     Officer.  Mr. Dearborn comes to Merge with diverse experience
     in operational, financial and legal roles.  Since September
     2006, Mr. Dearborn has served as Managing Director and
     General Counsel of Merrick Ventures, LLC, an affiliate of
     Merrick RIS, LLC.  Prior to Merrick Ventures, Mr. Dearborn
     spent over 9 years at Click Commerce, Inc., a publicly-traded
     software and services company that was acquired by Illinois
     Tool Works, Inc. in October of 2006.  During the initial
     years of his tenure at Click, Mr. Dearborn served as Vice
     President and General Counsel, and, among other duties, was
     instrumental in its acquisition and business integration
     efforts.  From 2003 to 2006, Click Commerce acquired and
     integrated eight software companies.

     Mr. Dearborn's last role at Click was as the General Manager
     of a Click software and services business unit.  Mr. Dearborn
     has resigned his position with Merrick Ventures effective
     immediately.

   * Steven M. Oreskovich — the company's new Chief Financial
     Officer.  Mr. Oreskovich has served in a progression of roles
     at the company, starting as its Vice President and Corporate
     Controller, then becoming as its Chief Accounting Officer and
     interim Treasurer and interim Secretary and most recently
     serving as its Vice President of Internal Audit.  Before
     joining the company, Mr. Oreskovichworked as an auditor at
     PriceWaterhouseCoopers LLP. Mr. Oreskovich holds a B. S. in
     Accounting from Marquette University.

   * Nancy J. Koenig — President of the company's newly-renamed
     Merge Fusion Division. Ms. Koenig comes to Merge from Merrick
     Healthcare Solutions (a Merrick Ventures portfolio company),
     where she served as its CEO.  Prior to joining Merrick
     Ventures in the fall of 2007, Ms. Koenig was the President of
     Click during its integration as a subsidiary of ITW.  Ms.
     Koenig joined Click in 1999 as the Director of Business      
     Consulting and held various positions, including serving as
     the head of Click's European Operations, its Vice President
     of Product Operations and Marketing and its Executive Vice
     President — Operations.  She became Click's President in
     2006.  Ms. Koenig has resigned her position with Merrick
     Healthcare effective immediately.

   * Antonia Wells — the new President of the company's newly-
     renamed Merge OEM Division.  Ms. Wells has over 25 years of
     business management experience, including leadership roles in
     IT, enterprise system implementation, process re-engineering
     and human resources.  Since joining the company in 1999, Ms.
     Wells has been responsible for Merge OEM’s contract
     management, quality/regulatory affairs, manufacturing, order
     management, professional services and internal
     infrastructure.  Since June of 2005, she has served as Merge
     OEM's Vice President of Customer Operations.

                       About Merge Healthcare

Headquartered in Milwaukee, Wisconsin, Merge Healthcare Inc.
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is   
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

                       Possible Bankruptcy

As reported in the Troubled Company Reporter on May 16, 2008, if
adequate funds are not available or are not available on
acceptable terms, the company will likely not be able to fund its
new teleradiology business, take advantage of unanticipated
opportunities, develop or enhance services or products, respond to
competitive pressures, or continue as a going concern beyond
June 30, 2008, and may have to seek bankruptcy protection.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated'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 negative cash
flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.


MESA AIR: William Hoke Resigns as Interim Chief Financial Officer
-----------------------------------------------------------------
William Hoke resigned as Mesa Air Group Inc.'s interim chief
financial officer, effective June 6, 2008.  Mr. Hoke has resigned
to pursue another career opportunity.

Mr. Michael J. Lotz, the company's current President and Chief
Operating Officer and Principal Accounting Officer, will serve as
interim chief financial officer of the company until a suitable
replacement is found.

Mesa Air Group Inc. -- http://www.mesa-air.com-- operates 182  
aircraft with over 1,000 daily system departures to 157 cities, 42
states, the District of Columbia, Canada, the Bahamas and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, and independently as Mesa Airlines
and go!.  In June 2006 Mesa launched inter-island Hawaiian service
as go!  This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue.  The Company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
5,000 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005. Mesa is a member of
the Regional Airline Association and Regional Aviation Partners.  
Mesa has  5,000 employees overall.

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

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


MILLER PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Miller Products Company, Inc.
        2511 South Tricenter Blvd.
        Durham, NC 27713

Bankruptcy Case No.: 08-03860

Type of Business: The Debtor supplies cleanroom gloves, disposable
                  clothing, mats, wipes, cleaning agents, and   
                  other supplies for controlled environments.  See
                  http://www.millerproducts.com/

Chapter 11 Petition Date: June 9, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: William P Janvier, Esq.
                  (bill@EGHS.com)
                  Everett Gaskins Hancock & Stevens, LLP
                  PO Box 911
                  Raleigh, NC 27602
                  Telephone (919) 755-0025
                  Fax (919) 755-0009

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

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

A copy of Debtor's petition and a list of its 20 largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/nceb08-03860.pdf


MULTY INDUSTRIES: Chapter 15 Petition Summary
---------------------------------------------
Chapter 15 Debtor: Multy Industries, Inc.
                   100 Pippin Rd.
                   Concord, ON L4K 4X9

Chapter 15 Case No.: 08-12630

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Multy Industries (U.S.A.), Inc.            08-12631

        Multy Industries Flexible Products Group,  08-12632
        Inc.

        1306943 Ontario, Ltd.                      08-12633

        1444240 Ontario, Inc.                      08-12634

Type of Business: The Debtors manufacture vinyl carpet protectors,
                  utility matting, vinyl stair treading,
                  interlocking floor tiles and systems, flexible
                  flooring, and runners & tiles.  
                  See http://www.multyindustries.com

Chapter 15 Petition Date: June 16, 2008

Court: Western District of New York (Buffalo)

Chapter 15 Petitioner's Counsel: Garry M. Graber, Esq.
                                 Email: ggraber@hodgsonruss.com
                                 Hodgson, Russ
                                 The Guaranty Bldg., Ste. 100
                                 140 Pearl St.
                                 Buffalo, NY 14202-4040
                                 Tel: (716) 856-4000
                                 http://www.hodgsonruss.com/

Estimated Assets: $10 million to $100 million

Estimated Debts:  $10 million to $100 million


MUZAK HOLDINGS: S&P Changes Outlook to Neg. on Possible DMX Merger
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Muzak
Holdings LLC and Muzak LLC to negative from developing.  At the
same time, S&P affirmed the 'CCC+' corporate credit ratings on the
companies.  The companies are analyzed on a consolidated basis.
     
"The outlook revision is based on the potential merger of Muzak
and DMX Inc., as well as the related sale and refinancing of the
combined entity taking longer than we expected," said Standard &
Poor's credit analyst Tulip Lim.
     
Meanwhile, Muzak's debt maturities are fast approaching.
     
The Fort Mill, S.C.-based provider of business music services had
about $462.8 million in consolidated debt, including capital
leases, and $283 million in debt-like preferred stock on March 31,
2008.
     
The rating is based on the company's high leverage, the
noncritical nature of its products, its lack of business
diversity, and the threat of substitution from competitive
alternatives.  These factors are minimally offset by the company's
leading position in its niche market and by some recurring revenue
from its five-year contracts.


NAVISITE INC: April 30 Balance Sheet Upside-Down by $19 Million
---------------------------------------------------------------
NaviSite Inc.'s's consolidated balance sheet at April 30, 2008,
showed $184.0 million in total assets, $176.3 million in total
liabilities, and $26.7 million in preferred stock, resulting in a
$19.0 million total stockholders' deficit.

For the third quarter of fiscal year 2008, the company reported a
loss from continuing operations of $1.6 million and a net loss
attributable to common stockholders of $2.5 million as compared to
a net loss of $2.4 million in the third quarter of fiscal year
2007.  Excluding the adjustment for deferred revenue, net loss
attributable to common stockholders would have been $1.4 million
for the third quarter of fiscal year 2008.

Revenue for the period grew 20% to $39.3 million, compared to
$32.7 million in the same period a year ago and $38.9 million in
the second quarter of fiscal 2008.  Revenue this quarter contains
a downward adjustment of $1.1 million as a result of the
finalization of the initial valuation of the deferred revenue from
the three acquisitions made during the first quarter of fiscal
year 2008.  Excluding this adjustment, revenue for the third
quarter of fiscal year 2008 would have been $40.4 million, an
increase of 23% over the same period last year and a sequential
increase of 4% over the second quarter of fiscal year 2008.

Income from operations increased to $2.0 million from $1.1 million
reported for the same period a year ago, and from $1.3 million
reported in the second quarter of fiscal year 2008.  Excluding the
adjustment for deferred revenue, income from operations would have
been $3.0 million for the third quarter of fiscal year 2008.

                         Adjusted EBITDA

Adjusted EBITDA, excluding impairment, stock-based compensation,
costs related to the discontinued operations of America's Job
Exchange and non-operational charges, grew 43% to $8.6 million
compared to the $6.0 million reported in the third quarter of
fiscal year 2007 and $8.6 million reported in the second quarter
of fiscal year 2008.  Excluding the adjustment for deferred
revenue, Adjusted EBITDA would have been $9.7 million for the
quarter representing an increase of 61% from the prior year and a
sequential increase of 14% over the second quarter of fiscal year
2008.

NaviSite ended the quarter with a cash balance of $4.9 million,
which is unchanged from the previous quarter.

"We continue to see robust bookings in our enterprise hosting and
application services portfolio, with larger transactions becoming
a more significant part of the product mix," said Arthur Becker,
chief executive officer of the company.  "Successive quarters of
record bookings combined with the continuing downward trend in
churn provide good visibility into accelerating growth in our
recurring revenue and EBITDA for the fourth quarter."

                       About NaviSite Inc.

Based in Andover, Mass., NaviSite Inc. (Nasdaq: NAVI) --
http://www.navisite.com/-- is a provider of application  
management and managed hosting solutions.  NaviSite provides
customized and scalable solutions leveraging its broad range of
application development capabilities, packaged software
implementation expertise, deep portfolio of best in class
technologies and a full suite of web-hosting and internet
infrastructure options.


NAVISTAR INT'L: Caterpillar Deal Won't Affect S&P's Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Navistar International Corp. (BB-/Negative/--) are not affected by
the company's announcement of a wide-ranging truck and engine
development and distribution alliance with Caterpillar Inc.
(A/Stable/A-1).  Under the proposed alliance, Navistar plans to
produce heavy-duty trucks for severe service applications, such as
road construction or large infrastructure or energy projects,
which will be sold in the U.S. beginning in 2010 under the
Caterpillar brand name.  

The two companies also plan a joint venture to build medium- and
heavy-duty trucks for distribution through Caterpillar dealers in
several countries outside the U.S. and to jointly develop diesel
engines that are compliant with U.S. emissions regulation changes
scheduled for 2010.  These announcements reflect ongoing strategic
shifts in the commercial truck market whereby truckmakers are
extending their own engine-making capabilities or more closely
aligning with external engine makers.
     
In a conference, Navistar indicated that its research costs and
capital spending may increase from current levels as a result of
the alliance.  However, sharing costs with Caterpillar will enable
Navistar to spend less than it otherwise would to develop 2010-
compliant engines on its own.  Although financial terms of the
alliance are still to be determined, S&P do not expect the
incremental spending borne by Navistar to reduce the company's
liquidity.
     
Over time, Navistar may benefit from increased exposure to the
severe-service truck markets, where it historically has had small
market shares, as well as access to Caterpillar's strong
distribution presence in many international markets.  However, S&P
believe any substantial improvement to Navistar's currently
limited geographic diversity is likely to be a multiyear process
because of the presence of formidable global competitors in
international markets.


OVERSEAS SHIPHOLDING: S&P Affirms 'BB' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and senior unsecured debt rating on Overseas
Shipholding Group Inc.  The outlook remains stable.
     
OSG announced on June 9, 2008, a 40% increase in dividends to
common share holders, representing approximately $15 million in
increased annual commitments.  Additionally, the board of
directors authorized a new $250 million share purchase program,
which replaces the prior $200 million share repurchase program
that was completed during the second quarter of 2008.
      
"These latest announcements represent a departure from our
expectations and are evidence of a somewhat more aggressive
financial policy," said Standard & Poor's credit analyst Funmi
Afonja.  "Even so, we are affirming all ratings because we expect
credit measures to remain in line with our original expectations
when we downgraded the company on Jan. 17, 2008."  The reason is
that the company is benefiting from a favorable rate environment,
particularly in the tanker market, and continues to shift to the
fixed-rate time-charter market, which provides more stable and
predictable revenues and provides cushion to their exposure to the
volatile spot market.
     
The ratings reflect risks of the competitive and capital-intensive
shipping industry and the company's aggressive financial policies
following acquisitions, share buybacks, and higher dividends.  
Positive credit factors include satisfactory liquidity and a well-
established market position in the ocean transportation of crude
oil and petroleum products.
     
The New York City-based shipping company had about $3.5 billion of
lease-adjusted debt outstanding at March 31, 2008.  OSG's
financial profile has deteriorated over the past year.  Adjusted
March 31, 2008, trailing 12-month EBITDA interest coverage
weakened to 2.6x from 3.5x in the year-earlier period.  At the
same time, net (of $578 million in cash) debt to EBITDA weakened
to about 5x from 4x in the prior-year period.  The weakening
credit metrics over the past year were due principally to the
company's financial choices, which resulted in material increases
in debt.  

Its March 31, 2008, net debt to capital increased to about 53%
from 43% a year earlier.  Ratings incorporate an expectation that
leverage will likely stay at somewhat elevated levels, with some
fluctuation, over the next couple of years, depending on the
timing of significant capital outlays related to the new vessel
deliveries.
     
OSG's well-established market position in the ocean transportation
of crude oil and petroleum products should help the company
maintain a credit profile consistent with the rating.  An outlook
revision to negative, while not anticipated, is possible if tanker
rates drop significantly and for a sustained period, resulting in
meaningful deterioration in the company's cash generation and
financial profile, or if the company adopts an even more
aggressive financial policy.  S&P consider an outlook revision to
positive less likely.


PENN NATIONAL: S&P's Rating Unaffected by Fortress Acquisition
--------------------------------------------------------------
On June 13, 2008, Standard & Poor's Ratings Services said that its
ratings on Penn National Gaming Inc. remain on CreditWatch with
negative implications, where they were placed on June 15, 2007.  
The negative CreditWatch listing reflects the company's
announcement on June 15, 2007, that it entered into a definitive
agreement to be acquired by certain funds managed by affiliates of
Fortress Investment Group LLC and Centerbridge Partners LP.  Under
the terms of the agreement, Penn National shareholders will
receive $67.00 in cash per share, which represented a premium of
approximately 31% over the company's closing share price on June
14, 2007.
     
While shareholders approved the transaction on Dec. 12, 2007, it
remains subject to regulatory approvals in several states.  The
agreement does not contain a financing condition and, if not
consummated by June 15, 2008, the per share purchase price
increases by $0.0149 per day.  Since consideration of the merger
remains pending in several states, regulatory approvals will not
be received by the June 15, 2008 expiration date for the
transaction.  In accordance with the terms of the merger
agreement, the company has delivered a notice extending the end
date of the merger agreement by 120 days to Oct. 13, 2008.
     
While Standard & Poor's Ratings Services lowered its corporate
credit rating on Penn National to 'BB-' and placed it on
CreditWatch with negative implications at the time of the
announcement, it did not lower the issue-level ratings on the
company's individual debt instruments at that time, but did place
them on CreditWatch.  The absence of a rating downgrade of the
issue ratings reflects the planned repayment of the company's
outstanding debt, while the CreditWatch listing reflects the
potential for lower issue-level ratings in the event the proposed
transaction and refinancing do not occur.
     
The corporate credit rating could be lowered into the 'B' category
once more definitive financing plans are disclosed and S&P have
the opportunity to assess the pro forma capital structure.  In the
event this proposed transaction or any alternative proposals are
not consummated, the more aggressive financial policy demonstrated
by management's agreement to enter into an LBO transaction still
may warrant a lower corporate credit rating.
     
In resolving the CreditWatch listing, S&P will assess the
company's future operating and financial objectives in light of
the proposed transaction.


PERFORMANCE TRANS: Ceases Operations After Teamsters Rejects Offer
------------------------------------------------------------------
Performance Transportation Service, Inc., ceased all operations
and commenced to close, together with its related companies,
effective June 13, 2008.  President and chief executive officer
Jeffrey L. Cornish, through a letter on June 13, informed the
employees about the wind-down.  Mr. Cornish said the action has
been necessitated by events over the last nine days.  He stated in
the letter:

"On June 4, 2008, PTS received approval from the court overseeing
its bankruptcy case to reduce the wage of its Teamster represented
employees by 15% for a two month period.  During that time it was
contemplated that the Teamsters and the Company would negotiate a
new, long-term contract that would enable the Company to exit
chapter II as a solid, viable ongoing business.

"In response to the Bankruptcy Judge's decision, the Teamsters
commenced a strike of all the Company's facilities on June 9.  
Over the past week the strike had a devastating effect on our
business, as customers diverted traffic to our union and NON-union
competitors.  At the request of the Company, the Teamsters agreed
to meet with the Company on Thursday, June 12 to discuss the
Company's proposal for a new contract.  Negotiations began at 8:00
a.m. and continued late into the night.  

"The Company's proposal included a reduction in wages for both
hourly and salary employees.  The proceeds from these savings
would be invested in new equipment and major refurbishment.  The
Company's proposal was supported by its lender, who agreed to
waive principal and interest on its debt for the next several
years and to put an additional $10 million into the Company to
help insure its survival.

"Unfortunately, for reasons that we do not fully understand, the
Teamsters concluded that it was not in their interest to accept
our offer.  ACCORDINGLY, WE ARE CEASING ALL  OPERATIONS AND
COMMENCING TO CLOSE PTS AND ITS RELATED COMPANIES EFFECTIVE TODAY
JUNE 13, 2008."

He said he was very disappointed of the outcome.  He thanked the
employees for their support and promised to personally do whatever
he could to help them secure employment.

Teamster carhaul negotiators are setting the record straight
about PTS' demise, the International Brotherhood of Teamsters
says in a news release on June 13 in its Web site:

                   Lenders Pull Plug on Company

     PTS announced [June 13] that it was shutting down, effective
     [on that day], and Teamster carhaul negotiators are setting
     the record straight about the company's demise.

     "In its announcement, PTS suggested that our failure to
     accept its most recent proposal led to the closure, but
     nothing could be further from the truth," said Fred
     Zuckerman, Teamsters Carhaul Director.  "We learned this
     afternoon that PTS permanently closed its doors after
     its primary lenders, Black Diamond Capital Management,
     cut off access to its credit facility earlier this week.  
     The union has been on strike against PTS since Monday,
     June 9, 2008, in support of our bargaining demands and
     in protest of the company's unfair labor practices.
     PTS's top officials met with us all day yesterday to try
     to end the strike and to convince us to accept drastic
     wage concessions for our members.  The company did not
     provide us with information that was anywhere near
     adequate to support its demands.  The company did not
     present us with a viable plan to get out from underneath
     its debt.  Instead, the company wanted to force our
     members to bear the lion's share of the cuts and to
     shoulder a grossly disproportionate share of the ongoing
     risks relating to the company's problems with its
     lenders.  We countered with a detailed proposal to the
     company, which included significant operating
     improvements for PTS and which in our opinion would have
     enabled the company to survive.  The company rejected
     our proposal and insisted only on cutting our members'
     wages.  At the same time, though, the company's top
     management would not take the same cuts for themselves.
     Their last-second gesture to take just a modest cut in
     relation to the cuts they wanted our members to take
     was an empty one at best.  Based on the company's actions
     today and reports of lock downs at the facilities, it
     appears the company has chosen to shut its doors rather
     than continue talks with the union."

                            Background

     The union's detailed bargaining proposals to save the
     company yesterday were apparently unacceptable not just
     to the company but also to Black Diamond, which has been
     closely monitoring the company's talks with the union.  
     Black Diamond made little secret of its desire to
     protect and profit from its investment in PTS with a
     minimal amount of additional equity and a maximum amount
     of wage concessions from the union.  Black Diamond
     apparently decided that enough was enough, however, and
     filed papers in Bankruptcy court earlier this week to
     liquidate the company.  In the opinion of the union, PTS
     did not present a viable plan that would have allowed
     PTS to survive.  Indeed, as the union discovered in
     Bankruptcy Court last week, even with additional loans
     from its primary lenders and significant wage
     concessions from the union, the company had a very slim
     chance of surviving even to the end of the month based
     on their own projections. Likewise, in the opinion of
     the union's experts this week, the "revised" terms of
     the bankrupt company's new financing and line of credit
     still left PTS with enormous debt and little opportunity
     for needed expenses such as purchasing new equipment.
     The union is deeply saddened to see such an old
     established group of carriers terminate operations under
     the weight of this enormous debt and the very difficult
     operating environment of the auto industry.  PTS was
     able to climb out of bankruptcy once before but it
     apparently was impossible to do so this second time
     around in bankruptcy.

                          Looking Ahead

     "PTS employees should contact their local union for
     additional information regarding work opportunities and
     other assistance that may help them," Zuckerman said.
     "The union will send additional information to the local
     unions as we learn more about which carriers may be
     serving the auto manufacturers in your area in the
     future."

     "As for the strike, let me make this clear: we went on
     strike to support our our bargaining demands and
     rights," Zuckerman said. "Our priority remains to
     protect our members' rights.  The Carhaul Division will
     work with the local unions to make sure we provide
     opportunities for our members."

Mr. Cornish, on June 11, have told the striking employees that
PTS must achieve "significant concessions" so that it will
survive and have asked them to tell their representatives in the
International Brotherhood of Teamsters to save their jobs at PTS.

Carhaul industry representatives from the Teamsters met with PTS
officials in Cleveland on June 12, 2008, to negotiate for terms
to end the strike, according to a news release from the Teamsters
Web site.

"We're hoping to hear back from the company and we hope we're on
our way to resolving the strike.  The strike against PTS
continues in the mean time," said Fred Zuckerman, Director of the
Teamsters Carhaul Division.

Union negotiators were scheduled to resume multiemployer contract
negotiations also on June 12, 2008, the Teamsters news release
disclosed.

                 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. 49; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Four Directors Resign from PTS Board
-------------------------------------------------------
Four directors from Yucaipa American Alliance Fund I, LP, and
Yucaipa Alliance (Parallel) Fund I, LP, resigned from the board
of directors of Performance Logistics Group, Inc., Performance
Transportation Services, Inc., and 12 other debtor-affiliates.

The directors that resigned were Jos Opdeweegh, Jeff Pelletier,
Ira Tochner, and Derex Walker.  Their resignation is effective
immediately, according to the June 11 notice served by Yucaipa's
counsel.

Yucaipa Cos. own controlling stakes in both PTS, and Allied
Systems Holdings, Inc., PTS' competitor in the automotive hauling
market.  Before PTS sought its second Chapter 11 filing, it
engaged in negotiations with Allied on a merger.  Allied had
offered to purchase the PTS business for $67,000,000.  Allied
rescinded its bid in December 2007 after a fall-out of
negotiations and after objections by key parties, including the
DIP Agent, Black Diamond Commercial Finance, L.L.C., which said
that a non-conflicting party, not Allied, should be selected as
staking horse bidder.

Allied filed a second set of auction rules in February 2008 which
did not name Allied as lead bidder.  However, PTS canceled the
auction due to lack of qualified bids, despite claims by Back
Diamond and D. E. Shaw Laminar Portfolios, L.L.C., which holds
majority of the Second Lien Debt, that they are bidding for PTS.

The PTS Board also met scrutiny from key parties, including the
Official Committee of Unsecured Creditors, and Black Diamond, due
to its close ties to Allied and Yucaipa, which had appointed some
of the members of the PTS Board.  Black Diamond wanted a plan
committee to lead in the formulation and development of a plan in
PTS' Chapter 11 cases, on concerns that Yucaipa might purposely
delay PTS' reorganization, for the benefit of Allied.  

Black Diamond noted that Yucaipa, because of PTS' insolvency, has
no chances of retaining its equity in PTS, and hence, won't
benefit from its reorganization.  On the other hand, a prolonged
Chapter 11 by PTS would allow Allied to steal business from PTS
and allow Yucaipa to profit from its holdings in Allied.

The resignation notice did not divulge Yucaipa's reasons for
leaving the PTS Board.


                 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. 49; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PONTIAC MICHIGAN: Fitch Cuts $7.8MM Revenue Bonds Ratings to B
--------------------------------------------------------------
Fitch Ratings has downgraded these Pontiac, Michigan securities:

  -- $3.1 million of outstanding water revenue bonds to 'B' from
     'BB-';

  -- $4.7 million in outstanding sewage revenue bonds to 'B' from
     'BB-';

The Rating Outlook on all bonds remains Negative.

The rating downgrades primarily reflect the deteriorating
operating flexibility of the water and sewer utilities as a result
of the city's tremendous fiscal pressures, as well as the weak
credit profile of the city in general (limited tax general
obligation bonds rated 'B-' with a Negative Outlook by Fitch).  
Liquidity for both utilities has dropped precipitously in large
part due to transfers out and advances for general city
operations, for which there is no defined plan of repayment.  
Given ongoing city fiscal pressures and the likelihood of
continued transfers out and advances from the utilities, the
ratings, as well as the Outlooks, on the utility bonds are
directly affected by the credit performance of the city.

The one-notch rating distinction between the utility bonds and the
city's GO bonds reflects the priority of debt service payments on
utility bonds within their respective flow of funds prior to the
city's legal ability to capture excess utility revenues for
general city purposes.  However, should operating performance of
the utilities, which is currently adequate, experience unfavorable
results, additional erosion in the utilities' credit profiles
could result independent from any actions taken on the city's GO
bonds.

As fiscal pressures have mounted, the city historically has used
surpluses from the water and sewer funds to subsidize general
operations. While the size of the loans has decreased over time,
the pattern continues.  The fiscal 2007 (Sept. 30 year-end) audit
indicates a $1.6 million loan from the water fund to the general
fund, leading to a total liability of $4.7 million.  Separately,
the sewer fund was owed $2 million from the general fund.  
Considering the precarious state of the city's overall finances,
Fitch views repayment of these loans as unlikely and anticipates
that the city will continue to subsidize general operations with
water and sewer system surpluses.

Largely as a result of these cash transfers and advances from the
utility funds, liquidity is negligible; for fiscal 2007 the water
fund held only one day of cash on hand while the sewer fund had 17
days.  Separate restricted debt service reserves for each utility
bond, required to be maintained at the lesser of maximum annual
debt service, 1.25 times average annual debt service, or 10% of
the principal amount of the bonds, remain fully funded.

Operating margins are generating sufficient revenues for payment
of debt service, with fiscal 2007 coverage for water revenue bonds
at 7.0x and sewer revenue bonds at 3.0x, well above the 1.1x
required rate covenant.  However, continued depletion of cash
balances could lead to operating and capital issues for the
utilities in the future.


PRC LLC: Majority of PRC Creditors Vote to Accept Chapter 11 Plan
-----------------------------------------------------------------
Epiq Bankruptcy Solutions, LLC, the balloting agent of PRC LLC and
its debtor-affiliates, certified the balloting results for the
proposed Chapter 11 Plan of PRC LLC and its debtor affiliates.

Epiq summarized the voting results as:

                                 Total Ballots Received
                        -----------------------------------------
                                Accept               Reject
                        --------------------   ------------------
Class                    Amount     Number      Amount   Number
---------------------  -----------  -------   ---------- -------
Class 4
Allowed Prepetition    $99,905,000     25         $0         0
First Lien Claims         100%        100%         0%        0%

Class 5
Allowed Prepetition    $65,000,000      6         $0         0
Second Lien Claims        100%        100%         0%        0%

Class 6
General Unsecured      $13,857,651     62     $44,939,602   14
Claims                   73.72%      81.58%     26.28%    18.42%

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer  
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RADNOR HOLDINGS: Secured Lenders Vote 100% for Liquidation Plan
---------------------------------------------------------------
Kurtzman Carson Consultants LLC, the claims, noticing, and
balloting agent of Radnor Holdings Corporation and its debtor-
affiliates, filed with the U.S. Bankruptcy Court for the District
of Delaware a result of the votes accepting or rejecting the
Debtors' amended chapter 11 liquidation plan.

  A. Class 4A -- Secured Lender Claims

                      Total Ballots Received
       ACCEPT                                        REJECT
       ----------------------------------------------------
       Number     Amount                 Number      Amount
       ----------------------------------------------------
       22         $2,834,382,266              0       $0.00
       100%                 100%             0%          0%

  B. Class 4B -- Midland Claims

                      Total Ballots Received
       ACCEPT                                        REJECT
       ----------------------------------------------------
       Number     Amount                 Number      Amount
       ----------------------------------------------------
       0                 $0              2       $6,282,906
       0%                0%              100%          100%

A copy of the vote tabulation report on the Debtors' joint amended
plan by Kurtzman Carson Consultants LLC is available for free at
http://ResearchArchives.com/t/s?2e0e

                       About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: Plan Confirmation Hearing Moved to June 18
-----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware moved to June 18, 2008, the confirmation
hearing date for the amended chapter 11 liquidation plan submitted
by Radnor Holdings Corporation and its debtor-affiliates,
Bankruptcy Data reports.

                       About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: Court Allows Retention of Preference Counsel
-------------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ A.S.K. Financial as their special preference
counsel effective as of May 6, 2008.

The Court ruled that if A.S.K. seeks to retain any professional
prior to the date of confirmation of any plan, that retention will
be by a separately filed retention application.

The Court further ruled that if the Debtors or A.S.K. settle any
avoidance claims prior to the plan confirmation date, A.S.K. will
notify parties about the settlements at least every 180 days
following the date of the settlement.

As reported by the Troubled Company Reporter on May 15, 2008,
the Debtors said they believe that gross transfers to creditors
during the 90-day preference period may exceed $57 million.

According to the Debtors, A.S.K. will help further their ongoing
efforts to develop and implement, as efficiently as possible, a
liquidating plan.  On Nov. 21, 2006, the Court entered an order
approving a sale of substantially all of the Debtors' assets.  
Since the closing of the sale, the Debtors said that, together
with their professional, they have worked to reconcile the
liabilities assumed by the buyer and to develop a liquidating plan
of reorganization.

                       About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RITE AID: S&P Puts B+ Issue-Level Rating on Proposed $425MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
and '1' recovery ratings to Rite Aid Corp.'s (B/Negative/--)
proposed $350 million tranche 3 term loan due 2014.  S&P also
assigned a 'B+' issue-level and '2' recovery ratings to the
proposed $425 million senior secured notes due 2016.  
     
The rating on the tranche 3 term loan is two notches above the
corporate credit rating on Harrisburg, Pennsylvania-based Rite Aid
because the recovery rating is '1', indicating S&P's expectation
for very high (90%-100%) recovery in the event of a payment
default.  The rating on the $425 million senior secured notes is
one notch above the corporate credit rating because the recovery
rating is '2', indicating its expectation for substantial (70%-
90%) recovery in the event of a payment default.  The ratings are
based on preliminary terms.
     
At the same time, S&P lowered the issue ratings on Rite Aid's
existing senior secured notes to 'B+' from 'BB-' and revised the
recovery rating on the notes to '2' from '1'.  S&P took this
action due to the greater amount of first-lien debt from the
addition of the $350 million tranche 3 term loan in the capital
structure, reducing recovery prospects for the senior secured
notes, which are secured by a second-lien security interest on the
assets securing the company's credit facilities, which include the
rated term loans.  
     
Concurrently, S&P affirmed all other ratings, including the 'B'
corporate credit rating on Rite Aid.  The outlook remains
negative.
     
"The negative outlook reflects our concern that the weakening U.S.
economy and intense competition could pressure the performance at
its core stores," said Standard & Poor's credit analyst Ana Lai,
"and make it more challenging to successfully integrate the
recently acquired stores."


RONALD HEROMIN: Amusement Park Sold to Florida Community Bank
-------------------------------------------------------------
Florida Community Bank bought the Zoomers Family Amusement Park in
a foreclosure sale at the Lee County Courthouse on June 6, Dick
Hogan of The News-Press (Fla.), reports.

Zoomers was put up for sale in August 2006 at an asking price of
$15.7 million.  But the foreclosure sale was delayed after owner
Zoomers Holding Co. LLC filed for bankruptcy in 2006.  

According to the report, the sale helped satisfy the bank's
$11.4 million judgment against the company and its manager/member,
Englewood orthopedic surgeon Dr. Ronald Heromin, who filed for
Chapter 11 personal bankruptcy in the U.S. Bankruptcy Court for
the Middle District of Florida on June 4.

The bankruptcy froze the June 5 foreclosure sale of the doctor's
house and two lots in Sarasota County.

Dr. Heromin put up as security Zoomers, investments of at least
$770,000, his house, two lots, and the assets and accounts
receivable of his medical practice in his original $9 million
construction loan from the bank.

Steve Price, president of Immokalee-based Florida Community, said
the bank will push ahead with plans to sell Zoomers.


SALEM COMMUNICATIONS: S&P Revises Outlook to Negative from Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Salem
Communications Corp. to negative from stable.  At the same time,
S&P affirmed the 'B+' corporate credit rating on the company.  The
Camarillo, California-based radio broadcasting company had total
debt outstanding of approximately $339.8 million on March 31,
2008.
     
"The outlook revision is based on our concern regarding the
company's ability to maintain adequate headroom against its
financial covenants given weak advertising demand," said Standard
& Poor's credit analyst Michael Altberg, "especially in light of
covenant step-downs in the first quarter of 2009."


SIRIUS SATELLITE: FCC to Decide on XM Satellite Merger in Weeks
---------------------------------------------------------------
The Federal Communications Commission will decide on the merger of
Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc.
in three weeks if the companies meet several conditions, The Wall
Street Journal reports.

According to WSJ, the staff of the FCC has recommended that the
agency approve the multi-billion-dollar deal.

The FCC's latest step removes some of the uncertainty that
shareholders of Sirius and XM experience for the last 16 months as
they wait for the transaction to complete, WSJ says.  

WSJ indicates that it also pressured the companies to prove that
as a combined entity, they can deliver promised efficiencies and
prove satellite radio is a viable business in the long term.

Deliberations on the approval of the deal now move on to the next
stage in the process, wherein the FCC's other four commissioners
will be involved, WSJ relates.  

                 About XM Satellite Radio Holdings

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 100.0% 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 May 14, 2008, the
company's balance sheet at March 31, 2008, showed $1.5 billion in
total assets and $2.3 billion in total liabilities, resulting in a
$839.4 million total stockholders' deficit.

                          *     *     *

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/--).


SIX FLAGS: Completes Exchange Offer for $400MM New Senior Notes
---------------------------------------------------------------
Six Flags Inc. disclosed the final results of its private debt
exchange offer.

As reported in the Troubled Company Reporter on May 15, 2008,
Six Flags Inc. commenced a private offer to exchange any and all
of the notes in a private placement for new 12-1/4% Senior Notes
due July 15, 2016.  The principal amount of New Notes issued in
the exchange will not exceed $400.0 million.  

The Notes will be issued by Six Flags Operations Inc., its
subsidiary, and guaranteed by Six Flags Inc.  The Notes available
for exchange in this offer include:

   -- 8-7/8% Senior Notes due 2010 of Six Flags Inc.;
   -- 9-3/4% Senior Notes due 2013 of Six Flags Inc.; and
   -- 9-5.8% Senior Notes due 2014 of Six Flags Inc.

"The successful results of this transaction, along with the prior
year park sales and refinancing of our $1.1 billion credit
facility, mark another important step in addressing the balance
sheet challenges that we inherited two years ago," Jeffrey R.
Speed, Six Flags executive vice president and chief financial
officer, said.

"The benefits of this transaction include reducing debt by
$130 million, extending our debt maturities, including a majority
of our nearest term debt maturity in 2010, and decreasing our
annual cash interest," Mr. Speed continued.

As of 12:00 midnight New York City time on June 11, these amounts
of Six Flags Inc.  Notes were tendered and have been accepted for
exchange into the new 12-1/4% Senior Notes due 2016 of Six
Flags Operations Inc., which were issued on June 16, 2008:

   A) Title of Security: 8-7/8% Senior Notes due 2010
      Aggregate Principal Amount of Notes Tendered: $149.2MM
      Percentage Outstanding: 53.2%
      Aggregate Principal Amount of Notes Accepted: $149.2MM
      Aggregate Principal Amount of New Notes Issued*: $134.3MM
      Aggregate Principal Amount of Debt Reduction: $14.9MM

   B) Title of Security: 9-3/4% Senior Notes due 2013
      Aggregate Principal Amount of Notes Tendered: $231.6MM
      Percentage Outstanding: 61.9%
      Aggregate Principal Amount of Notes Accepted: $231.6MM
      Aggregate Principal Amount of New Notes Issued*: $161.1MM
      Aggregate Principal amount of Debt Reduction: $70.5MM

   C) Title of Security: 9-5/8% Senior notes due 2014
      Aggregate Principal Amount of Notes Tendered:
$385.0MM                       
      Percentage Outstanding: 82.9%
      Aggregate Principal Amount of Notes Accepted: $149.9MM
      Aggregate Principal Amount of New Notes Issued*: $104.6MM
      Aggregate Principal amount of Debt Reduction: $45.2MM

   D) Total Aggregate Principal Amount of Notes Tendered: $765.8MM
      Total Percentage Outstanding: 68.4%
      Total Aggregate Principal Amount of Notes Accepted: $530.6MM
     Total Aggregate Principal Amount of New Notes Issued*: $400MM
     Total Aggregate Principal amount of Debt Reduction: $130.6MM

   * Subject to minor adjustments to address fractional notes due   
     to final proration

"While extending the maturity of a majority of our nearest term
debt would help to mitigate refinancing concerns, there is more
work to do," Mark Shapiro, Six Flags President and chief executive
officer, commented.  "We will continue to focus on opportunistic
transactions aimed at de-levering the balance sheet as we work to
create new high-margin sponsorship and licensing revenue streams
and grow our core theme park business."

The exchange offer expired at 12:00 midnight, New York City time,
on June 11.  

The consummation of the exchange offer is conditioned upon the
satisfaction or waiver of the conditions set forth in the private
offering memorandum dated May 14, 2008, including a requirement
that the beneficial holders of approximately 50% of the principal
amount of the outstanding 2010 Notes who had previously agreed to
tender their 2010 Notes for exchange in the exchange offer, wall
have tendered such 2010 Notes in the exchange offer in accordance
with the terms of their lock-up agreement.  This condition has
been satisfied.

The New Notes are senior unsecured obligations of Six Flags
Operations Inc., and are guaranteed by Six Flags Inc.  The New
Notes mature on July 15, 2016, and bear interest at a rate per
annum equal to 12 1/4%.  Interest on the New Notes is payable on
January 15 and July 15 of each year, beginning on Jan. 15, 2009.

                        About Six Flags Inc.

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional theme      
park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

At March 31, 2008, Six Flags' consolidated balance sheet showed
$410.6 million stockholders' deficit, compared with $252 million
deficit at Dec. 31, 2007.

                            *     *     *

As related in the Troubled Company Reporter on May 26, 2008,
Fitch Ratings has downgraded these ratings: Issuer Default Rating
to 'C' from 'B-'; Senior unsecured notes (including the 4.5%
convertible notes) to 'C/RR5' from 'CCC/RR6'; and Preferred stock
to 'C/RR6'from 'CCC-/RR6'.

As disclosed Troubled Company Reporter on May 20, 2008, Standard &
Poor's Ratings Services placed its 'CCC+' corporate credit rating
and 'CCC-' senior unsecured rating on Six Flags Inc. on
CreditWatch with negative implications.


SOLOMON TECHNOLOGIES: Issues 5,783,439 Shares of Common Stock
-------------------------------------------------------------
Each of the holders of common stock Purchase Warrants issued in
connection with Solomon Technologies Inc.'s Variable Rate Self-
Liquidating Senior Secured Convertible Debentures due April 17,
2009, exercised all of their Warrants on May 30, 2008.  The
holders exercised these Warrants pursuant to a warrant reduction
offer made by the company that reduced the per share exercise
price to $.001 from $.35 and offered to the holders a restricted
share of the company's common stock, par value $.001 per share for
each share of common stock to be received upon exercise of the
Warrants.  The warrant reduction offer was effective only upon
receipt by the company of Notices of Exercise from all holders of
Warrants.  The holders of the Warrants exercised their warrants on
a cashless basis.

On June 3, 2008, the company issued to the holders a total of
5,783,439 shares of common stock, of which 2,877,189 are
restricted, in connection with the exercise of their Warrants.

On June 3, 2008, the company issued 1,668,528 shares of common
stock to two holders of its Debentures to true-up the May 16, 2008
pre-redemption payments previously made to them.

Headquartered in Tarpon Springs, Florida, Solomon Technologies
Inc. (OTC BB: SOLM.OB) -- http://www.solomontechnologies.com/--  
through its Motive Power and Power Electronics divisions,
develops, licenses, manufactures and sells precision electric
power drive systems.

Solomon Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $9,094,518 in total assets and $15,239,105
in total liabilities, resulting in a $6,144,587 total
stockholders' deficit.

                           *     *     *

Eisner LLP, in New York, expressed substantial doubt about Solomon
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company has incurred significant recurring operating losses, has a
working capital deficit and capital deficit, is delinquent in the
payment of payroll taxes and balances to certain employees, and is
in default of certain notes and debentures.


SPACEHAB INC: Taps Lance Lord as CEO of Astrotech Space Subsidiary
------------------------------------------------------------------
SPACEHAB Inc. disclosed the appointment of retired General Lance
W. Lord to the position of chief executive officer of its
Astrotech Space Operations subsidiary effective June 2, 2008.  In
this role, General Lord will provide oversight of ASO's new
strategic vision, expanding its current core services from
spacecraft processing support to a comprehensive line of End-to-
End Mission Assurance offerings including pre-launch, launch and
on-orbit services.

General Lord's career in the Air Force spans nearly 40 years,
during which he served as Commander of Air Force Space Command at
Peterson Air Force Base in Colorado.  He oversaw a global network
of satellite command and control, communications, missile warning
and launch facilities, and ensured the combat readiness of
America’s intercontinental ballistic missile force.  General Lord
has been highly decorated throughout his career, including the
Distinguished Service Medal, Legion of Merit and the Defense
Meritorious Service Medal.

"General Lord's appointment brings forth a new strategic vision
for growth," Thomas B. Pickens III, chairman and chief executive
officer of SPACEHAB said.  "His unprecedented knowledge of
military space will take ASO above and beyond its current offering
into a new, expanded, End-to-End Mission Assurance direction, and
will be vital in further enhancing ASO's strategic growth and
position in the aerospace marketplace.  We are looking forward to
working with General Lord, and are confident that under his
stewardship he will utilize the ASO brand and its 23-year legacy
in implementing the company’s new strategic vision."

General Lord will operate the company from the newly established
offices in Colorado Springs, Colorado.

ASO, a recognized leader in supplying spacecraft processing to
both public and private-sector customers, provides a range of
global logistics including launch vehicle support, spacecraft
processing and ground systems support.

                         About SPACEHAB

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.  


SPECIALIZED TECHNOLOGY: S&P Changes Outlook to Pos. from Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Enfield,
Connecticut-based Specialized Technology Resources Inc. to
positive from stable.  At the same time, S&P affirmed all ratings,
including the 'B' corporate credit rating.
     
"The outlook revision reflects the company's materially improved
operating performance over the past several quarters due to higher
demand for its products and services, a trend we expect will
continue in the near term," said Standard & Poor's credit analyst
Andy Sookram.  As a result, credit metrics have improved to a
level that S&P would consider to be more consistent with a higher
rating.  Specifically, S&P expect operating margins to remain
above 35% and the debt to EBITDA to improve to below 3.5x.
     
The ratings on STR reflect its narrow business focus, relatively
small size, and highly competitive operating environment.  Still,
its two niche business segments have established market positions
and maintain favorable growth prospects.  Also, the company's
overall financial profile has materially improved over the past 12
months.
     
STR derives about 60% of its revenues from solar panel
encapsulants and 40% from quality assurance business.  Both solar
and quality assurance services have a diverse base of customers
across geographic regions, and high customer-retention rates
provide a degree of stability to cash flows.
     
STR's solar business, which carries higher margins that its
quality assurance business, is the faster growing segment because
high energy prices are encouraging end users to seek alternatives
including solar power.  However, its existing product offerings
appeal to a narrow end user.  Moreover, the potential for
technology enhancements from Asian encapsulant manufacturers and
the possibility of solar panel manufacturers directly sourcing
encapsulants from these manufacturers could pressure margins over
the longer term and remain rating concerns.  Nevertheless, while
prospects for growth in the use of solar energy are strong,
increased adaptation of solar-based energy products is partially
dependent on government subsidies to make the technology more cost
effective and increase market penetration.
     
Demand for STR's quality assurance business has increased, driven
by stricter safety requirements and regulations, increasingly
global manufacturing platforms, and short product life cycles.


STANDARD PACIFIC: Fitch Comments on MatlinPatterson Agreement
-------------------------------------------------------------
On May 27, 2008, Standard Pacific Corp. announced that it had
entered into a definitive agreement with MatlinPatterson Global
Advisers LLC, on behalf of its affiliated funds, under which
MatlinPatterson committed to invest in aggregate more than
$530 million in equity in Standard Pacific.

MatlinPatterson will purchase $381 million of a new series of
senior convertible preferred stock representing 125 million shares
of common stock with a conversion price of $3.05 per share, or 37%
over the closing price of Standard Pacific's stock on May 23,
2008.  Additionally, MatlinPatterson will also exchange
$128.5 million of senior and subordinated debt for warrants to
acquire preferred stock representing 89.4 million shares of common
stock at an exercise price of $4.10 per share.  The debt being
exchanged, which represents approximately 10% of the company's
outstanding bonds, is:

  -- $24.45 million of 5.125% senior notes due April 1, 2009;
  -- $2.0 million of 6.5% senior notes due Aug. 15, 2010;
  -- $21.55 million of 6.0% convertible senior subordinated notes
     due April 15, 2012;

  -- $79.496 million of 9.125% senior subordinated notes due
     Oct. 1, 2012.

Following these transactions, Standard Pacific will also commence
a $152.5 million ($3.05 per share) transferable rights offering
for 50 million common shares, in which stock holders of record
will be eligible to participate on a pro-rata ownership basis.
MatlinPatterson has also agreed to purchase any unsubscribed
shares in the rights offering.

The investment agreement is subject to the completion of a
satisfactory amendment to the company's bank credit facility.  
Standard Pacific is currently under negotiations with its bank
group regarding modifications to its credit agreements.  At the
end of the first quarter, Standard Pacific was not in compliance
with the consolidated tangible net worth and leverage covenants
contained in its bank credit agreements.  The company sought and
received a waiver from March 2008 to mid-May and then received an
extension of the waiver to Aug. 14, 2008 and expanded the scope of
the proposed amendments.  The pending equity transactions should
benefit the company as it negotiates the amendments to its bank
credit facilities.

The infusion of $533.5 million of new equity enhances the
company's liquidity position and provides financial flexibility to
meet upcoming debt maturities and to fund potential joint venture
remargining contributions as well as targeted termination of
certain JV partnerships.  Standard Pacific has $103 million (as of
March 31, 2008) of senior notes coming due on Oct. 1, 2008 and
$124.55 million of senior notes maturing on April 1, 2009
(assuming the exchange of $24.45 million of the 2009 notes for
equity).  The company's next bond maturity is on Aug. 15, 2010
when $173 million of notes becomes due (assuming the exchange of
$2 million of the 2010 notes for equity).

On a pro forma basis and assuming that the company receives
$500 million of net proceeds from the capital infusion and with a
cash balance at the end of the first quarter of $328.8 million,
Standard Pacific would have approximately $600 million of cash
after the required debt repayments in 2008 and 2009, exclusive of
any cash flow generated during the second half of the year.  While
the company has not provided guidance as to the specific use of
the cash proceeds from the new capital, Fitch expects some of the
proceeds to be used for additional debt reduction (beyond the
upcoming debt maturities).  Standard Pacific currently has
$415 million of bank debt comprised of $90 million outstanding
under its revolving credit facility, $100 million term loan A
maturing in May 2011 and $225 million of term loan B coming due on
May 2013.

In addition to upcoming debt maturities, potential cash uses
include re-margining contributions to unconsolidated joint
ventures and termination of certain JV partnerships.  Standard
Pacific and its JV partners generally provide credit enhancements
in connection with JV borrowings in the form of loan-to-value
maintenance agreements.  During the three months ended March 31,
2008, Standard Pacific made one loan remargin payment in the
amount of $15.7 million.  At March 31, 2008, approximately
$352.2 million of its unconsolidated JV borrowings were subject to
these credit enhancements.  Standard Pacific is solely responsible
for $69.3 million and the company is jointly and severally
responsible (with its JV partners) for $282.9 million of debt.

Under the provision of its most restrictive bond indenture,
Standard Pacific is currently prohibited from making restricted
payments, which include investments in JVs.  However, investments
in JVs (and other restricted payments) may continue to be made
from funds held in its unrestricted subsidiaries.  Based on
current estimated funding requirements and assuming that the
company is successful in unwinding the JVs that have been targeted
for termination and in extending certain JV maturities, the
company believes that the funds in its unrestricted subsidiaries
are sufficient to fund its JV obligations for the foreseeable
future.

Subsequent to March 31, 2008, the company purchased and/or unwound
two JVs with total assets and debt as of March 31, 2008 totaling
approximately $282.6 million and $103.4 million, respectively.  
Management also said that it is targeting the unwind of three
other JVs.  Since these unwindings are essentially acquisition of
JV assets, they are not considered restricted payments and are not
prohibited under the bond indentures.


TELESAT CANADA: Moody's Rates New US$693MM and US$217MM Notes Caa1
------------------------------------------------------------------
Moody's Investors Service rated Telesat Canada's new US$693
million senior unsecured and US$217 million senior subordinated
notes Caa1.  At the same time, Moody's also affirmed the company's
B2 corporate family rating and assigned an SGL-3 speculative grade
liquidity rating (indicating adequate liquidity).  The rating
outlook is stable.  The rating action was prompted by a financing
transaction in which the new notes will replace an equivalently
sized existing bridge loan.  With the transaction merely
substituting one source of funding with a similarly sized and
structured instrument, the transaction has no impact on Telesat's
CFR.

In addition, since the company's financing arrangements
accommodate the deterioration in credit protection measures and
the concomitant delay in credit metric normalization stemming from
the delayed launch of Telesat's Nimiq-4 satellite, near term
default risk remains broadly consistent with that as assessed last
Oct. when the company's ratings were assigned.  Given this
background, Telesat's B2 CFR is affirmed.  As well, while the
impact of the launch delay reduces the tolerance for further
setbacks that can be absorbed at the B2 rating level, the outlook
remains stable.

Assignments:

  -- Issuer: Telesat Canada
  -- Senior Unsecured Regular Bond/Debenture, assigned Caa1 (LGD5,
     82%)

  -- Senior Unsecured Subordinated Bond/Debenture, assigned Caa1
     (LGD6, 95%)

  -- Speculative Grade Liquidity Rating, assigned SGL-3

Other:

  -- Senior Secured Bank Credit Facility, rating unchanged at B1;
     LGD Assessment revised to LGD3, 33% from LGD3, 32%

Telesat's senior secured debt obligations aggregate to
$1.9 billion and are rated B1 ($2.1 billion inclusive of related
hedging instruments).  Their priority access to realization
proceeds and positioning relative to more junior obligations,
offset somewhat by the large size of their claim, allows them to
be rated one notch above Telesat's B2 CFR.

With approximately two-thirds of the company's debts rated one
notch above the CFR and consuming virtually all of the available
recovery value in an event of default scenario, there would
presumably be only nominal recovery value left over to be
allocated amongst the senior unsecured and senior subordinated
noteholders.  Consequently, while the remaining two classes of
debt are legally distinct, there is little to separate them in
economic terms.  Accordingly, since they have the same PDR and
virtually identical recovery prospects, their individual expected
loss prospects are nearly equivalent.  

Consequently, the new US$693 million senior unsecured notes and
the new US$217 million senior subordinated notes are both rated
Caa1.  The individual instruments do have unique LGD Assessments
that reflect the modest perceived differences in their economic
positions, driven by the contractually junior ranking of the
subordinated notes in particular.

The SGL-3 liquidity rating reflects Moody's assessment that
Telesat has adequate liquidity arrangements.  The company has a
delayed draw term loan B facility as well as a revolving credit
facility with which to fund a significant near term cash flow
deficit.  The facilities are committed for an extended period.  
However, with the above-noted launch delays, the cushion to absorb
additional contingencies is not large.

In addition, financial covenant compliance cushion has eroded.  
While neither of these latter two issues is expected to be
problematic, further operational setbacks could cause them to
become more tangible issues.  Lastly, Telesat could likely sell
individual satellites should it require cash.  The combination of
these attributes is considered to provide adequate liquidity.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services, one
of only three companies operating on a global basis.  The company
has a fleet of twelve in-orbit satellites comprised of nine owned
and operated satellites, one satellite with a prepaid lease
through the end of its life which Telesat controls and has the
right to replace at the end of its life, and two satellites leased
from DIRECTV Inc.


TROPICANA ENT: Noteholders Get Support for Trustee Request
----------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, responded to Tropicana Entertainment LLC and its debtor-
affiliates' objection to the request of the Ad Hoc Consortium of
Senior Subordinated Noteholders for the appointment of a
trustee in the Debtor's Chapter 11 cases.

As reported in the Troubled Company Reporter on May 9, 2008, the
ad hoc consortium of holders of 9-5/8% Senior Subordinated Notes
due 2014 issued by Tropicana Entertainment LLC, and Tropicana
Finance Corp. asked the U.S. Bankruptcy Court for the District of
Delaware to appoint a trustee in the Debtor's Chapter 11 cases.

Ms. DeAngelis acknowledged that when a debtor-in-possession, its
management, or its professionals has exhibited an inability or
unwillingness to comply with their fiduciary duties, there is but
one remedy established by Congress that can supplant management
while allowing the case to remain in  Chapter 11 -- the
appointment of a trustee pursuant to Section 1104(a) of the
Bankruptcy Code.

In light of Congress' careful consideration of what to do when an
independent fiduciary is needed to replace a debtor's management,
any appointment of a "responsible officer" or "responsible
person" under guise of Section 105(a) of the Bankruptcy Code is
contrary to the Congress' express intent, Ms. DeAngelis
maintained.

For its part, the Official Committee of Unsecured Creditors
related that the public record is sufficient to warrant the
removal of William J. Yung III from his board position and to
place limitations on his ability to take actions with respect to
the Debtors as their ultimate sole shareholder and on his ability
to influence the Debtors' business operations through the non-
Debtor Columbia Sussex entities.

The Creditors Committee informed the Court that it was
simultaneously filing a motion for authority to conduct
Bankruptcy Rule 2004 examinations on the Debtors, Mr. Yung and
non-debtor Columbia Sussex Corporation as part of an
investigation into the alleged wrongful activities of the
Debtors' management.  The Committee, however, told Judge Kevin
Carey that it cannot determine at this time if it is appropriate
to join in the Trustee Motion until it has an opportunity to
participate in the discovery.

The Creditors Committee also noted that the appointment of a
trustee may bring with it difficult negotiations and uncertainty
from the various state gaming agencies with respect to the
licensing of the Debtors' operations.

In sum, the Creditors Committee, while favoring the immediate
ouster of Mr. Yung, reserves its position on whether to join the
Trustee Motion until it has had the opportunity to digest more of
the ongoing discovery.

           Trustee Motion has No Basis, Debtors Asserted

The Trustee Motion is predicated on the purported misconduct and
incompetence of Mr. Yung alone, Lee E. Kaufman, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
representing the Debtors, pointed out.  

The Trustee Motion has no basis in law or fact, Mr. Kaufman
argued.  Legally, because the Debtors have prudently installed
new independent management and directors, the Noteholders'
allegations regarding Mr. Yung's prepetition conduct are besides
the point, he emphasized.  Factually, the Trustee Motion is "rife
with exaggeration, misstatements, and flat-out fabrication," he
contended.  

Mr. Kaufman asserted that the appointment of a trustee is not in
the best interests of the estate for these reasons:

   * The Debtors, well as the newly constituted Board, are
     trustworthy.  Mr. Yung is trustworthy and competent.  No
     judge or jury or any impartial body following evidentiary
     rules has ever determined "clearly" and "convincingly"
     otherwise.

   * The Debtors' performance and prospects for rehabilitation
     are strong.  In the short time since the new management has
     been in charge, the Debtors' transition into Chapter 11 has
     proceeded smoothly.

   * New management has earned the confidence of relevant
     constituencies.  The Noteholders themselves have expressed
     their confidence in new management.  No constituency has
     spoken against the Debtors' new management.

   * A trustee appointment would put the Debtors' reorganization
     efforts back to square one.  Given the size and complexity
     of the Debtors' operations, the time that would be required
     to get the trustee "up the steep learning curve would be
     substantial."  In addition, the State of Nevada has already
     informed the Court that any trustee, if appointed, must meet
     its strict licensing requirements and follow regulations.
     Certain members of the new Board have previously been
     licensed by gaming authorities for prior jobs.

The New Jersey Casino Control Commission denied the issuance of a
gaming license to Tropicana Atlantic City.  The Commission's
findings are entitled to little, if any, weight in relation to the
Trustee Motion, Mr. Kaufman contended:

   -- The Commission's decision is inadequate to support
      appointment of a trustee because they involve a
      fundamentally different inquiry under the opposite burden
      of proof.

   -- The Commission's findings are unreliable because the
      proceeding did not afford Mr. Yung and Tropicana basic
      procedural safeguards.

   -- The Commission's findings are tainted by their open and
      obvious bias against Mr. Yung.

   -- The Commission showed favoritism to the same union that had
      "declared war" against Mr. Yung after layoffs at the
      Tropicana Atlantic City.  Mr. Kaufman notes that the
      Commission permitted a representative of Local 54 to
      participate in the licensing hearing by making a "closing
      statement" even though the union was overtly hostile to Mr.
      Yung.

In a separate filing, Mr. Yung joined the Debtors' opposition to
the Trustee Motion.

On behalf of Mr. Yung, Victoria W. Counihan, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, asserted that given the
fact that the Prepetition Lenders are oversecured and given that
Mr. Yung has voluntarily turned over control of the company to a
new senior management team operating under an independently
controlled board, the Trustee Motion was a "heavy-handed tactic
orchestrated to gain some leverage in the restructuring
negotiations."

                     More Deposition Requests

The ad hoc consortium of holders of 9-5/8% Senior Subordinated
Notes due 2014 intended to take the deposition upon oral
examination of these parties:

  Party                                           Date and Time
  -----                                           -------------
  Bradford S. Smith                                  06/10/08
  Tropicana Entertainment, LLC board member         1:00 p.m.

  Thomas M. Benninger                                06/18/08
  Tropicana Entertainment board member              9:00 a.m.

  Michael G. Corrignan                               06/18/08
  Tropicana Entertainment board member              1:00 p.m.

  Donna B. More                                      06/19/08
                                                   10:00 a.m.

The depositions of Mr. Smith and Ms. More will take place in the
offices of Brown Rudnick LLP, at Seven Times Square, in New York.  

The depositions of Messrs. Benninger and Corrignan will take
place in the offices of Manatt, Phelps & Phillips, LLP, at One
Embarcadero Center, 30th Floor, in San Francisco, California.  
The Noteholders also requested the production of certain
documents.

In separate filings, the Debtors informed the Court that they have
subpoenaed these non-parties for oral deposition and production
of certain documents:

     Party                                        Date
     -----                                        ----
     Unite Here Bartenders Local 165            06/16/08
     Culinary Workers Unions, Local 226         06/17/08
     Donald Taylor                              06/18/08

The Debtors' depositions will take place at the Las Vegas office
of Greenberg Traurig, LLP, at 3773 Howard Hughes Pkwy., Suite
500N, in Las Vegas, Nevada, beginning 9:00 a.m., on the scheduled
dates.  The depositions will continue day to day until complete.

                 Local 54 & R. McDevitt Unwilling
                  to be Subjected to Depositions

The Debtors related that they received a letter from counsel for
C. Robert McDevitt and Unite Here Local 54, noting of its
clients' "unwillingness to produce documents and appear for
depositions in response to subpoenas" issued by the Debtors.

The Debtors argued that Local 54 and Mr. McDevitt have no adequate
legal basis to object to the discovery.

On June 10, 2008, the Debtors' counsel provided an amended list
of 10 narrowed document requests -- eight requests apply to Local
54 and only two apply to Mr. McDevitt.  The original subpoena
contained 20 documents requests for Local 54 and 27 document
requests for Mr. McDevitt.

The only logical reason for Local 54's and Mr. McDevitt's last-
minute objections are an attempt to interfere with the Debtors'
ability to conduct discovery, Mr. Kaufman argues.  

Moreover, Mr. Kaufman maintained, the discovery sought of the
unions is also relevant to rebut the Noteholders' "baseless"
allegation that the Debtors were mismanaged by Mr. Yung.  The
Debtors said they intend to prove through the union discovery
that the unions went "to war" against Mr. Yung and engaged in
activities designed to sabotage the Tropicana Atlantic City.

             Columbia Sussex Seeks Protective Order,
         Mr. Yung Seeks to Bar Evidence on Past Actions

Non-debtor Columbia Sussex complained that the Noteholders has
been relentless in its discovery requests.  Thus, Columbia Sussex
seeks a protective order, pursuant to Rules 7026(c) and 9014 of
the Federal Rules of Bankruptcy, to:

   (a) limit discovery to document requests issued before May 30,
       2008;

   (b) confirm that the Debtors' and Columbia Sussex's production
       of e-mails is complete; and

   (c) allow the Noteholders to take the deposition of Mr. Yung
       only.

Mr. Yung, on the other hand, asked the Court to bar the
introduction of evidence related to past actions or prior
management at the Trustee Motion hearing.  He contended that it
would be the Debtors' current management and board of directors
that must be considered by the Court in determining whether or
not the appointment of a Chapter 11 trustee is necessary.

                        Motions in Limine

The Debtors told the Court that the Noteholders' failure to
respond to their discovery requests have impeded their ability to
conduct affirmative discovery in connection with the Trustee
Motion.  At this juncture, the Debtors anticipated raising as
motions in limine two evidentiary matters with the Court:

   * Motion in limine to exclude references to a settlement among
     certain Debtors and third parties in a certain Park Cattle
     litigation

   * Motion in limine regarding inadmissibility of New Jersey
     Gaming Control Commission findings and opinion

The Debtors believed it prudent for the Court to hear evidence
that focuses on the new management and independent board of
directors during the Trustee Motion hearing on July 1 through 3,
2008.

The Noteholders' counsel said in a statement that virtually all
of the documents requested by the Debtors from the Noteholders
are in the possession, custody and control of parties opposing
the Trustee Motion -- the Debtors, Mr. Yung and Columbia Sussex
-- or are matters of public record.

The Noteholders, for their part, expressed concern over the
deficiency of production of documents from the Debtors, the
Debtors' new President Scott C. Butera, and Mr. Yung, concerning
the formation of the Debtors' new corporate governance
arrangements.

The Noteholders also dispute that Mr. Yung's request to preclude
all evidence of his pre-filing mismanagement of the Debtors is
similarly both premature and without merit.  They further argue
that Columbia Sussex's protective order request is an attempt to
thwart basic discovery as to how Mr. Yung maintains operational
control over the Debtors.

As to the Debtors' anticipated request for motions in limine, the
Noteholders:

   -- clarify that they seek admission of the Park Cattle
      Settlement as evidence of Mr. Yung's gross mismanagement of
      risk and relationships and his conflicts of interest vis-a-
      vis the Debtors; and

   -- are confident of the Court's ability to assess the
      importance of the New Jersey Commission's findings.

The Noteholders reserve all rights to oppose these in limine
motions if and when they are made.

The Noteholders urged the Court to direct the Debtors, Mr. Yung
and Columbia Sussex to fully comply with their discovery
requests.

               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)


UNI-MARTS LLC: Seeks Court Approval for Sale Bid Procedures
-----------------------------------------------------------
Uni-Marts LLC and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to approve proposed
bidding procedures for the sale of substantially all of their
assets free and clear of all liens, claims interests and
encumbrances.

A hearing is set for June 27, 2008, at 1:00 p.m., to consider
approval of the Debtors' sale request.  Objections, if any, are
due June 25, 2008.

On June 12, 2008, the Debtors entered into an asset purchase
agreement with Atlantis Petroleum LLC, the designated "stalking-
horse" bidder.  Atlantis Petroleum will pay $17.7 million in the
aggregate for the Debtors' convenience stores located in
Pennsylvania, New York and Ohio, pursuant to the agreement.

The agreement entitles Atlantis Petroleum to a credit equal to
$400,000 for the purpose of reimbursing it for risks related to
any potential violation of environmental laws and remediation
costs at the Debtors' assets.

As part of the transaction, Atlantis petroleum will:

   i) issue a promissory note to the Debtors in an amount equal to
      50% of the purchase price for non-fuel inventory, which will
      be payable in three equal installments and

  ii) have the right to remove one or more leases for non-
      residential real property that currently are scheduled to be
      assigned to Atlantis Petroleum.

Bids along with a refundable deposit of at least $500,000 are
required to be delivered by July 30, 2008, at 4:00 p.m., to the
counsel of the Debtors or Atlantis Petroleum.  An auction will
take place on Aug. 5, 2008, at 10:00 a.m.  During the auction,
subsequent overbid will be in $100,000 increments.

In the event the Debtors consummate the sale to another party,
Atlantis Petroleum will be paid $750,000 break-up fee in cash.

Investment firm Matrix Capital Markets Group LLC represents the
Debtors in marketing their assets.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?2e01

                          About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as their claims,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  When the Debtors filed for protection, they
listed assets and debts between $50 million and $100 million.


UNITED SUBCONTRACTORS: S&P Holds 'B-' Rating; Removes Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B-' corporate credit rating, on Edina, Minnesota-based United
Subcontractors Inc.  All ratings were removed from CreditWatch,
where they were placed with negative implications on Aug. 28,
2007.  The outlook is negative.
     
At the same time, S&P lowered the rating on USI's $295 million
first-lien term loan due in 2012 to 'B-' from 'B', and revised the
recovery rating to '4' from '2', indicating that lenders can
expect average recovery (30% to 50%) in the event of a payment
default.  The ratings on USI's $65 million second-lien term loan,
also due in 2013, remains unchanged at 'CCC' with a recovery
rating of '6', indicating negligible (0% to 10%) recovery to
lenders in the event of payment default.  S&P withdrew the ratings
on USI's $40 million revolving credit facility, as it is no longer
available to the company.
     
"The affirmation and CreditWatch removal reflect our assessment
that USI's liquidity position will remain adequate in the near
term despite difficult operating conditions in residential
construction markets that are likely to persist for at least the
next several quarters," said Standard & Poor's credit analyst
Thomas Nadramia.
     
Liquidity is supported by a $15 million liquidity facility
provided by an affiliate, USI Investments LLC, in the form of an
irrevocable letter of credit.  USI also amended its first-lien
term loan and second-lien term loan agreements to relax covenants
while maintaining their original maturity dates in 2012 and 2013,
respectively.
     
The ratings on USI, an installer of insulation, windows, and other
products and provider of shell-contracting services, which include
concrete foundation, exterior wall, wood flooring, and roof truss
construction for homebuilders, reflect its heavy debt burden, very
weak credit metrics, modest revenue base, cyclical end markets,
narrow product focus, and limited geographic diversity.  The
ratings also reflect USI's low capital spending requirements,
highly variable cost structure, and still healthy operating
margins (before depreciation and amortization expense).


VEDANTA RESOURCES: Fitch Assigns 'BB+' Rating on US$600MM Bonds
---------------------------------------------------------------
Fitch Ratings has assigned a Long-term foreign currency Issuer
Default Rating of 'BBB-' to the UK-based Vedanta Resources PLC
with a Stable outlook.  At the same time, Fitch has assigned a
rating of 'BB+' to Vedanta's existing US$600 million bonds.

The IDR reflects the strength and diversity of Vedanta's portfolio
of businesses in the metals and mining sector, including zinc,
copper, iron ore and aluminium operations.  The rating is
underpinned by the substantial contributions to earnings and cash
flows provided by its key operating subsidiaries, Hindustan Zinc
Ltd and Sesa Goa Ltd, which are the company's strongest operating
entities.  Vedanta's diversified business profile provides some
protection against the volatility of individual metal prices,
thereby adding to the company's earnings stability.

Fitch notes that Vedanta operates as the holding company of a
relatively complex group structure, with most of its key
subsidiaries being majority - rather than wholly - owned.  While
this structure inevitably reduces the quality of and access to
cash flows at the parent level, the agency notes that Vedanta
exercises effective control over the management boards of its
principal subsidiaries and is able to dictate dividend policy
and/or the upstream transfer of cash via inter-company capital
transfers.  

Notwithstanding this level of theoretical control, the rating of
the bonds has been notched down to reflect potential cash flow
leakages to minority shareholders preventing full fungibility of
operating cash flows, and the consequent relatively weak recovery
prospects for bondholders at the Vedanta level.  Over 80% of the
group's operating assets are located in India, and are held
through a 60.6%-owned subsidiary, Sterlite Industries (India) Ltd
and through its direct 51.2% stake in SGL.  The ratings also
factor in the impact of the proposed US$2.6 billion acquisition of
the assets of US copper smelting company Asarco (formerly the
American Smelting and Refining Company).

Vedanta's ratings also benefit from improvements in margins and
strong earnings growth over the past few years, in turn
substantially reducing net leverage.

The company has a strong zinc business in Hindustan Zinc Ltd,
which contributed around 45.8% of Vedanta's consolidated EBITDA in
FYE08, and is in the bottom decile of the cost curve of global
zinc producers, with fully integrated operations spanning mines,
smelting and captive power.  Vedanta's ratings also reflect its
increased focus on its copper business, which contributed 22.2% of
overall pro-forma EBITDA for FYE08.  Vedanta's copper business
benefits from the integrated nature of its major assets in Zambia
and now the US, although the positives are partly offset by their
higher cost of operations, making it more vulnerable to adverse
movements in the copper cycle.  Another risk factor is the
company's lack of prior experience of operating in the US market,
although this is mitigated to some extent by its strong track
record of successfully integrating and improving previous
acquisitions.

The company has a presence in aluminium, with partially integrated
operations, while its iron ore operations benefit from large ore
reserves in India and low cost operations.  The ratings also
incorporate Vedanta's ongoing focus on cost reduction; its
tightening cost structure will enable it to better weather adverse
movements in the metals cycle.  Lastly, the ratings consider
Vedanta's captive coal mine allocation, which should help reduce
future power cost for its operations.

The ratings are constrained by the company's aggressive growth
strategy using both organic and inorganic routes, although these
risks are mitigated by the company's conservative financial
profile and growing cash reserves, with over US$5 billion as at
March 2008.  The ratings also reflect the lack of access to
sufficient bauxite reserves for its aluminium business, although
the company is currently awaiting court approvals for the
allocation of a bauxite mine.  Vedanta is currently undertaking a
large capex programme to achieve its stated target of achieving a
1m MTPA capacity in each of its metals businesses and is aiming to
achieve this by FY11.

The agency believes the execution risks are relatively low given
the company's proven ability to manage large scale expansions
within time and on budget.  The ratings are also constrained by
the substantial investments in commercial power generation,
although Fitch has currently factored in only the ongoing 2,400MW
independent power project.  Fitch notes that the ongoing capex
plans and Asarco acquisition limits the company's ability to
undertake any further major capex without materially impacting its
credit profile.

Fitch expects the benefits of Vedanta's ongoing cost reduction
programme and higher volumes to be offset by the expected
softening in the metals cycle, and consequently expects leverage
to deteriorate over the medium term.  Any major capital investment
or deterioration in EBITDA resulting in Vedanta's net debt/EBITDA
ratio exceeding 2.5x will likely act as a negative trigger for the
rating.  A material consolidation of Vedanta's holding structure
could act as a positive trigger for the instrument rating,
although any increase in senior secured loans at key cash flow
generating subsidiaries which increases the structural
subordination of the bonds could act as a negative trigger for the
bond ratings. While the 'BBB-' IDR is not currently constrained by
the Indian country ceiling, any future upgrade would first require
an improvement in the country ceiling.  Conversely, any downward
movement in the country ceiling would act as a negative rating
factor for the IDR.

Vedanta is a leading metals and mining company based in London,
and has operations spanning zinc, copper, iron ore and aluminium
in India, Zambia, Australia, and the US.  In FY08, the company
reported revenues of US$8.2 billion, with EBITDA margins of 36.7%
and a Net Income of US$879 million (after minorities).  The
company's financial leverage levels have consistently improved
over the past few years, with net debt/EBITDA improving from 0.2x
in FYE04 to -0.7x in FYE08.  The capital structure has also
improved on the back of stronger earnings and inflows from its
recent US$2 billion equity issue at SIIL.  Vedanta had a net
debt/tangible equity of -23% in FYE08 compared with -10.9% in
FYE07.


VERENIUM CORP: Stockholders Approve Proposals at Annual Meeting
---------------------------------------------------------------
Verenium Corporation held its 2008 Annual Meeting of Stockholders.  
At the Annual Meeting on July 4, 2008.  Verenium's stockholders
approved these proposals:

   1. To elect Cheryl Wenzinger, Peter Johnson and Michael Zak to
      the Board of Directors to hold office until the 2011 Annual
      Meeting of Stockholders.

   2. To approve an amendment to Verenium's Certificate of
      Incorporation to increase the authorized number of shares of
      common stock from 170,000,000 to 250,000,000 shares.

   3. To approve the issuance under Verenium's 8% senior
      convertible notes of more than 12,549,677 shares of common
      stock.

   4. To approve the issuance of shares of common stock in any
      amount upon the exercise and pursuant to the terms of
      warrants issued with Verenium's 8% senior convertible notes.

   5. To ratify the selection by the Audit Committee of the Board
      of Directors of Ernst & Young LLP as independent auditors of
      Verenium for its fiscal year ending Dec. 31, 2008.

Based in Cambridge, Massachusetts, Verenium Corporation  (Nasdaq:
VRNM) -- http://www.verenium.com/-- is engaged in the development  
and commercialization of next-generation cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets.  

                Going Concern/Possible Bankruptcy

As reported in the Troubled Company Reporter on April 1, 2008,
Ernst & Young LLP, in San diego, expressed substantial doubt about
Verenium 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 recurring operating losses and accumulated deficit of
$437.1 million at Dec. 31, 2007.

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's planned operating expenses, capital expenditures,
and working capital requirements through Dec. 31, 2008, without
additional sources of cash or the deferral, reduction or
elimination of significant planned expenditures.

The company's plan to address the expected shortfall of working
capital is to generate additional financing through a combination
of corporate partnerships and collaborations, federal and state
grant funding, incremental product sales, selling or financing
assets, and, if necessary and available, the sale of equity or
debt securities.  If the company is unsuccessful in raising
additional capital from any of these sources, it will defer,
reduce, or eliminate certain planned expenditures.

The company said it will continue to consider other financing
alternatives including but not limited to, a divesture of all or
part of its business.  If the company cannot obtain sufficient
additional financing in the short-term, it may be forced to
restructure or significantly curtail its operations, file for
bankruptcy or cease operations.


VERSO TECHNOLOGIES: Use of $1MM Financing from Laurus Approved
--------------------------------------------------------------
The Hon. Joyce Bihary of the United States Bankruptcy Court for
the Northern District of Georgia authorized Verso Technologies
Inc. and its debtor-affiliates to obtain, on a final basis, up to
$1,000,000 in postpetition financing from several financial
institutions led by Laurus Master Fund, as agent.

Judge Bihary also authorized the Debtors to use Laurus Master's
cash collateral by July 25, 2008.

The Debtors owe $6,536,867 in prepetition debt -- including
default and contract interests, feeds, costs and expenses -- to
Laurus Master.  The debt was secured by substantially all assets
of the Debtors.  Laurus Master currently holds at most 4% of the
issued and outstanding common stock of the Debtors.

The Debtors will pay an origination fee of $200,000 to Laurus
Master.

The DIP lien is subject to carve-outs for payment of any unpaid
fees incurred by professionals retained by the Debtors or the
committee.  The DIP lien contains customary and appropriate events
of default.

To secure their DIP obligations, Laurus Master will be granted a
superpriority claims over any and all administrative expenses.

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc. --
http://www.verso.com/--  provides telecommunications service  
in the United States.  The company and four of its affiliates
filed for Chapter 11 protection on April 25, 2008 (Bankr. N.D. Ga
Lead Case No.08-67659).  J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtors in their restructuring
efforts.  The Debtors selected Logan and Company Inc. as their
claims agent.  The U.S. Trustee for Region 21 appointed creditos
serve on an Official Committee of Unsecured Creditors.  Darryl S.
Laddin, Esq., at Arnall Golden Gregory LLP, represents the
Committee in these cases.  When the Debtors filed for protection
against their creditors, they listed total assets of $34,263,000
and total debts of $36,657,000.


VOXRED INTERNATIONAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Voxred International LLC.
        777 Passaic Avenue
        Clifton,, NJ 07012

Bankruptcy Case No.: 08-20819

Chapter 11 Petition Date: June 10, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Ira S. Kornstein, Esq.
                  (iskesq@aol.com)
                  24 Park Avenue
                  West Orange, NJ 07052
                  Telephone (973) 736-4007
                  Fax (973) 736-4033

Total Assets: $2,189,724

Total Debts: $5,235,313

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


WARP 9: Full Payment of Cornell Notes Eliminates Capital Dilution
-----------------------------------------------------------------
Warp 9 Inc. prepaid in full the convertible debenture issued by
the previous management to Cornell Capital Partners LP nka YA
Global Investments.  The company stated that this will immediately
cease the dilution to the company's capital structure associated
with the periodic conversions of the debenture.

The company's management has been working to reduce the company's
debt burden and this convertible debenture has been a significant
focus.  The prepayment is the final major step in the company's
debt reduction plan.

The company related that it can now focus its efforts on growing
its revenue and profitability.  The company is optimistic that the
stock price will now come to reflect a much more accurate
valuation.

Based in Santa Barbara, California, Warp 9 Inc. (OTC BB: WNYN) --
http://www.warp9inc.com/-- is a provider of e-commerce platforms
and services for the catalog and retail industry.  Its suite of
software platforms are designed to help online retailers maximize
the Internet channel by applying Warp 9's advanced technologies
for online catalogs, e-mail marketing campaigns, and interactive
visual merchandising.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 8, 2007,
HJ Associates & Consultants LLP expressed substantial doubt about
Warp 9 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 suffered recurring losses from operations and
recurring negative cash flows from operations.


WOODBROOK CASUALTY: A.M. Best Holds B(Fair) Fin'l Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has revised the outlook to positive from stable and
affirmed the financial strength rating of A-(Excellent) and issuer
credit ratings of "a-" of ProAssurance Group and its group rated
members.  A.M. Best also has revised the outlook to positive from
stable and affirmed the ICR of "bbb-" and senior debt rating of
"bbb-"on $107.6 million 3.9% senior unsecured convertible
debentures, due 2023 of ProAssurance's parent holding company,
ProAssurance Corporation.

Additionally, A.M. has revised the outlook to positive from stable
and upgraded the ICR to "bb+" from "bb" and affirmed the FSR of
B(Fair) of Woodbrook Casualty Insurance, Inc.

Concurrently, A.M. Best has affirmed the FSR of A-(Excellent) and
ICR of "a-"of Physicians Insurance Company of Wisconsin, Inc.  
Additionally, A.M. Best has affirmed the FSR of B++(Good) and ICR
of "bbb" of NCRIC, Inc.  The outlook for these ratings is stable.

The ratings of ProAssurance reflect its excellent risk-adjusted
capitalization, strong operating performance, specialty expertise
and leading business position within the medical professional
liability insurance sector.  A.M. Best also recognizes
ProAssurance's significant geographic diversification, which has
been made possible largely by PRA's successful growth strategy via
mergers and acquisitions.  PRA's most recent acquisitions of NCRIC
(2005) and PIC Wisconsin (2006) have been smoothly integrated into
ProAssurance's operations.

The ratings also consider the financial flexibility the operating
companies, which is derived from PRA.  ProAssurance's financial
leverage was a modest 11.6% at Dec. 31, 2007 and will decline
further as the redemption of the 3.90% convertible debentures has
been authorized.  The debentures can be redeemed beginning on
July 7, 2008 at a cash redemption price of $107.6 million plus
accrued and unpaid interest.  PRA's current intention is to settle
the conversion in stock, but it retains the right to settle the
conversion for cash or stock or a combination of the two.  PRA's
interest coverage also is within bounds for its rating and it
currently holds an extensive amount of cash and short-term
investments outside of its insurance subsidiaries, which are
available for use without regulatory approval.

Partially offsetting these strengths are the inherent challenges
associated with the medical professional liability insurance
sector as they relate to price competition, legislative (tort)
reform, loss cost trends and regulatory challenges.  PRA's
exposure to these market risks was heightened with the Jan. 1,
2006 sale of PRA's highly profitable personal lines insurance
operations, MEEMIC Insurance Company.  An additional factor is the
history of moderate fluctuations in ProAssurance's earlier
operating results, driven by adverse reserve development in prior
accident years.  However, more recent reserve development has been
favorable, reflecting management's corrective actions and general
market conditions.

The FSR of A-(Excellent) and ICRs of "a-" have been affirmed with
a revised outlook to positive from stable for ProAssurance Group
and its members:

  -- The Medical Assurance Company, Inc.
  -- ProNational Insurance Company
  -- Red Mountain Casualty Insurance Company, Inc.

The FSR of A-(Excellent) and ICR of "a-" have been affirmed with a
stable outlook for Physicians Insurance Company of Wisconsin, Inc.

The FSR of B++(Good) and ICR of "bbb" have been affirmed with a
stable outlook for NCRIC, Inc.

The ICR has been upgraded to "bb+" from "bb" and the FSR of
B(Fair) has been affirmed with a revised outlook to positive from
stable for Woodbrook Casualty Insurance, Inc.

The ICR of "bbb-" has been affirmed with a revised outlook to
positive from stable for ProAssurance Corporation.

This debt rating has been affirmed with a revised outlook to
positive from stable:

ProAssurance Corporation
  -- "bbb-" on $107.6 million 3.9% senior unsecured convertible
     debentures, due 2023


WORLD RX: Case Summary & 57 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: World RX, Inc.
        dba Medicine Shoppe Pharmacy, Suite 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

        American RX Solutions, Inc.                08-18445

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

E. A copy of American RX Solutions, Inc.'s petition is available
   for free at:

      http://bankrupt.com/misc/cacb08-18445.pdf


WORNICK CO: Class 3 and 4 Claimants Vote for Joint Amended Plan
---------------------------------------------------------------
The amended joint chapter 11 liquidation plan dated April 4, 2008,
submitted by The Wornick Co. and its debtor-affiliates received
favorable votes from its creditors.

The plan specifies which creditors were entitled to receive
solicitation packages and, where applicable, vote on the plan.  
Only holders of Claims in Class 3 (pre-petition secured loan
agreement claims), and Class 4 (10-7/8% senior secured note claims
due 2011) were entitled to vote to accept or reject the plan.

The sole Class 3 claim holder voted for the plan and 88.33% of the
Class 4 holders voted for the plan.

  A. Class 3 -- Prepetition Secured Loan Agreement Claims

                      Total Ballots Received
       ACCEPT                                        REJECT
       ----------------------------------------------------
       Number     Amount                 Number      Amount
       ----------------------------------------------------
       1          $27,500,000                 0       $0.00
       100%              100%                0%          0%

  B. Class 4 -- 10-7/8% Senior Secured Note Claims Due 2011

                      Total Ballots Received
       ACCEPT                                        REJECT
       ----------------------------------------------------
       Number     Amount                 Number      Amount
       ----------------------------------------------------
       53         $108,285,000           7       $4,500,000
       88.33%           96.01%          11.67%        3.99%

A copy of the vote tabulation report on the Debtors' joint amended
plan by Kurtzman Carson Consultants LLC is available for free at
http://ResearchArchives.com/t/s?2e07

As reported in the Troubled Company Reporter on April 15, 2008,
the Court will convene a hearing June 25, 2008, at 10:00 a.m.,
prevailing Eastern Time, to consider confirmation of the Debtors'
plan.

                      About Wornick Company

Based in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D. Ohio, Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in
their restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.  An
official committee of unsecured creditors has not been appointed
in these cases.  The company listed between $100 million and $500
million assets and between $100 million and $500 million in debts
in its bankruptcy filing.


WORNICK CO: Plan Wasn't Filed in Good Faith, Ad Hoc Panel Says
--------------------------------------------------------------
Sopakco Inc. and the ad hoc committee of senior secured
noteholders of The Wornick Co. and its debtor-affiliates filed
with the U.S. Bankruptcy Court for the Southern District of Ohio
separate objections to the Debtor's amended joint chapter 11
liquidation plan dated April 4, 2008.

A. Ad Hoc Committee

The ad hoc committee told the Court that about four months into
the chapter 11 case and on the even of confirmation, it determined
that it was abundantly clear that the case was filed for the sole
purpose of transferring the value of the Debtors exclusively to
benefit about 85% of the holders of senior secured notes.

The ad hoc committee said that as it had warned in its objection
to the bidding procedures proposed by the Debtors, the purported
marketing and sale process discouraged competing bids, resulted in
no qualifying bids and competitive auction and in no way enhanced
the value for all creditors.

Prior to the bankruptcy filing, the ad hoc committee asserted that
the favored creditors extracted preferential treatment for
themselves in a restructuring support agreement at the expense of
similarly situated holders of senior secured notes, including
members of the ad hoc committee.

As the ad hoc committee has argued repeatedly, the plan is
unconfirmable as it violates Sections 1123(a)(4), 1122 and
1129(a)(1) of the Bankruptcy Code by classifying the favored
creditors and the excluded creditors in the same class but
providing a different treatment and recovery.  The opportunity to
purchase assets or the potential to recover in the same way is not
substitute for ensuring that the recovery to all senior secured
noteholders is the same under the plan, the ad hoc committee
stressed.

Favored creditors consist of the majority secured noteholder group
(collectively holding just over 50% of the principal amount of the
senior secured notes), DDJ noteholders (collectively holding about
35% of the principal amount of senior secured notes), and
prepetition lender, DDJ Total Return Loan Fund LP.  The favored
creditors are all affiliates of each other, the ad hoc committee
disclosed.

The ad hoc committee continued that under the plan, the favored
creditors, which are classified in class 4 along with the excluded
creditors, will purchase the equity in the Reorganized Debtors on
account of their senior secured note claims.  Under the plan,
excluded creditors will not purchase any equity in the Reorganized
Debtors.  Instead, the excluded creditors will get a percentage of
their claims in cash at a recovery percentage that is less than
the recovery percentage provided to the favored creditors, the ad
hoc committee asserted.

The valuation report provided by Kroll Associates, the Debtors'
retained valuation expert, under the plan, the favored creditors
will get about 44% to 89% greater recovery than will the excluded
creditors.

   Approach or  Kroll Value Indication   Favored   Excluded
     Method         Less DIP Loan       Creditors  Creditors
   -----------  ----------------------  ---------  ---------
   Market                  $81,200,000     68%        36%
   Income                  $62,200,000     52%        36%
   Weighted                $66,800,000     56%        36%
    Market &       (after $1,700,000
    Income          working capital
                    deficit reduction)

In their latest monthly operating report -- period ended April 26,
2008 -- the Debtors disclosed that about $28,500,000 had been
drawn on their DIP Loan.

The ad hoc committee said that the plan must treat all class 4
claimants the same, or the favored and excluded creditors should
have been classified separately.

It is not good faith to pursue a plan of reorganization that was
put together on the even of bankruptcy to benefit a subset of
similarly situated creditors, the ad hoc committee maintained.

Heather Lennox, Esq., and Gus Kallergis, Esq., at Jones Day
represent the ad hoc committee.

B. Sopakco Inc.

Sopakco related to the Court that it agrees with the arguments of
the ad hoc committee.

Sopakco reminded the Court that it submitted a bid pursuant to
Court-approved procedures for the purchase of the Debtors' assets.  
Sopakco said it offered a price exceeding the minimum bid set in
the bidding procedures, but was unable to participate in the
auction as a qualifying bidder because it was denied access to
information by the Debtor necessary for Sopakco to obtain
financing for its purchase.

Sopakco added that the plan violates the fundamental goals of
bankruptcy, and thus, is not proposed in good faith.

Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating
Muething & Klekamp PLL represent Sopakco.

                         Voting Results

The sole Class 3 claim holder voted for the plan and 88.33% of the
Class 4 holders voted for the plan.  A story on the voting report
by the Debtors' claims, ballot, and notice agent is in today's
Troubled Company Reporter.

As reported in the Troubled Company Reporter on April 15, 2008,
the Court will convene a hearing June 25, 2008, at 10:00 a.m.,
prevailing Eastern Time, to consider confirmation of the Debtors'
plan.

                      About Wornick Company

Based in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D. Ohio, Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in
their restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.  An
official committee of unsecured creditors has not been appointed
in these cases.  The company listed between $100 million and $500
million assets and between $100 million and $500 million in debts
in its bankruptcy filing.


XM SATELLITE: FCC to Decide on Sirius Merger in Three Weeks
-----------------------------------------------------------
The Federal Communications Commission will decide on the merger of
Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc.
in three weeks if the companies meet several conditions, The Wall
Street Journal reports.

According to WSJ, the staff of the FCC has recommended that the
agency approve the multi-billion-dollar deal.

The FCC's latest step removes some of the uncertainty that
shareholders of Sirius and XM experience for the last 16 months as
they wait for the transaction to complete, WSJ says.  

WSJ indicates that it also pressured the companies to prove that
as a combined entity, they can deliver promised efficiencies and
prove satellite radio is a viable business in the long term.

Deliberations on the approval of the deal now move on to the next
stage in the process, wherein the FCC's other four commissioners
will be involved, WSJ relates.  

                     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 100.0% 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.

                 About XM Satellite Radio Holdings

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.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said its ratings on XM
Satellite Radio Holdings Inc. and XM  atellite Radio Inc.
(CCC+/Watch Developing/--) remain on CreditWatch with developing
implications, where S&P originally placed them on March 4, 2008,
due to S&P's concerns over standalone refinancing risks XM might
face if its merger with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--) wasn't approved.


* S&P Places Ratings on 192 Tranches from 128 Synthetic CDOs
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 192
tranches from 128 synthetic collateralized debt obligation
transactions on CreditWatch with negative implications.
     
The CreditWatch placements follow a review of Standard & Poor's
rated U.S. synthetic CDO transactions with exposure to Ambac
Financial Group Inc., FGIC Corp., MBIA Inc., XL Capital Assurance
Inc., and/or any of their subsidiaries.  S&P conducted this review
following the rating and CreditWatch actions on the monolines on
June 5, 2008, and June 6, 2008.  This review is outside S&P's
normal month-end U.S. synthetic CDO review and incorporates
current ratings in the underlying reference portfolios.
     
The negative CreditWatch placements reflect negative rating
migration that incorporates, but is not limited to, the downgrades
of Ambac and MBIA and the negative CreditWatch placements of FGIC
and XL in the respective synthetic CDO transaction portfolios.  In
addition, the synthetic rated overcollateralization ratio for each
of these tranches was below 100% at the time of S&P's review.
     
All of the transactions in this release have at least one
reference to one of the affected monolines.


                         Ratings List

                     Arch One Finance Ltd.
                            2005-5

                                          Rating
         Class                    To                  From
         -----                    --                  ----
         ABBA                     AAA/Watch Neg       AAA

                          Arlo III Ltd.
             ARLO III Ltd. Series 2005 (Saint James)

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                           ARLO VI Ltd.
Series 2006-A-1 (Prima CDO Long/Short) USD 20,000,000 secured Ltd.
             recourse credit-linked notes due 2013

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1                      AAA/Watch Neg       AAA

                          ARLO VII Ltd.
                         2007-CSTON-7B-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         CSTON-7B1                AA/Watch Neg        AA

                         ARLO VII Ltd.
                       2007-CSTON-7B-1X

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         CSTON-7B1X               AA/Watch Neg        AA

                         ARLO VII Ltd.
                        2007-CSTON-7A-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         CSTON-7A-2               AAA/Watch Neg       AAA

                         ARLO VII Ltd.
                       2007-CSTON-7C-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         CSTON-7C-1               A/Watch Neg         A

                      Bank of Nova Scotia
         CAD98.465 million portfolio credit-linked note

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB+/Watch Neg      BBB+

                        Bluestone Trust

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA-srb/Watch Neg    AA-srb

                     Borealis No. 1 (CDO) Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B AUD Nts                AA/Watch Neg        AA
         B USD Nts                AA/Watch Neg        AA

                       Copper Creek CDO SPC
                              2007-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AAA/Watch Neg       AAA
         B-1                      AA/Watch Neg        AA
         B-2                      AA/Watch Neg        AA

                    Corsair (Jersey) No. 4 Ltd.
                                10

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA+/Watch Neg       AA+

                   Corsair (Jersey) No. 4 Ltd.
                               13

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

               Credit and Repackaged Securities Ltd.
                              2006-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BB+/Watch Neg       BB+

               Credit and Repackaged Securities Ltd.
                              2006-12

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BB+/Watch Neg       BB+

                       Credit Default Swap
                   Citibank N.A. - CDO # 795246

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche                  A-srb/Watch Neg     A-srb

                       Credit Default Swap
      Swap Risk Rating Portfolio - CDS Reference # C1315268M

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Swap                     BBBsrp/Watch Neg    BBBsrp

                      Credit Default Swap
       Swap Risk Rating Portfolio - CDS Reference # C1355189M

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Swap                     Asrp/Watch Neg      Asrp

                       Credit Default Swap
           Swap Rating - Portfolio CDS Ref No. 37798402

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AAAsrp/Watch Neg    AAAsrp

                  Credit Linked Notes Ltd. 2006-1
                               2006-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    A/Watch Neg         A

                Galena CDO II (Cayman Islands) Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1U10                   AAA/Watch Neg       AAA
         A-2U10                   AAA/Watch Neg       AAA

                   Galena CDO II (Ireland) PLC

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1E10                   AAA/Watch Neg       AAA
         A-1J10                   AAA/Watch Neg       AAA
         A-1U10                   AAA/Watch Neg       AAA
         A-1UA10                  AAA/Watch Neg       AAA
         A-2J10                   AAA/Watch Neg       AAA

                           Herald Ltd.
                               24

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         24                       A-/Watch Neg        A-

                        Infiniti SPC Ltd.
                Infiniti SPC Ltd. (CPORTS 2006-2)

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Class B-1                BBB-/Watch Neg      BBB-
         Class B-2                BBB-/Watch Neg      BBB-

                        Infiniti SPC Ltd.
      Kenmore Street Synthetic CDO 2006-2 Segregated Portfolio

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         7A-2                     AAA/Watch Neg       AAA
         7B-1                     AA/Watch Neg        AA
         7EA-2                    AAA/Watch Neg       AAA
         7EB-1                    AA/Watch Neg        AA

                     Iridal Public Ltd. Co.
                               5

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Cr link Nt               BBB-/Watch Neg      BBB-

                  Kingly Square No. 2 (CDO) Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AAA/Watch Neg       AAA

                        Lakeview CDO SPC
                             2007-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AAA/Watch Neg       AAA
         B                        AA/Watch Neg        AA

                        Lakeview CDO SPC
                             2007-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                         Lakeview CDO SPC
                               2007-3

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                         Lakeview CDO SPC
                              2007-4

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                  Lorally CDO Ltd. Series 2006-1
                              2006-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche B                BBB/Watch Neg       BBB

                          Maple 2004-1789

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche D                BBB+/Watch Neg      BBB+

                     Marvel Finance 2007-1 LLC

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       AAA/Watch Neg       AAA

                          Mint 2005-1 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2B-1                     AAA/Watch Neg       AAA
         2B-2                     AAA/Watch Neg       AAA
         2C-1                     AA/Watch Neg        AA
         2C-2                     AA/Watch Neg        AA
         2C-3                     AA/Watch Neg        AA
         B-1                      AAA/Watch Neg       AAA
         B-2                      AAA/Watch Neg       AAA
         B-3                      AAA/Watch Neg       AAA
         C-1                      AA/Watch Neg        AA
         C-2                      AA/Watch Neg        AA
         C-3                      AA/Watch Neg        AA
         C-4                      AA/Watch Neg        AA

                    Mistletoe ORSO Trust 3

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         5 Cr Link                BBB+/Watch Neg      BBB+

                    Momentum CDO (Europe) Ltd.
                           2007-1 TRIO

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         2007-1                   BB-/Watch Neg       BB-

                    Momentum CDO (Europe) Ltd.
                              2007-9

                                          Rating
                                          ------
         Class                    To                  From
         -----                    ---                 ----
                                  AAA/Watch Neg       AAA

                     Morgan Stanley ACES SPC
                              2005-24

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA+/Watch Neg       AA+

                     Morgan Stanley ACES SPC
                              2006-4

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       AA+/Watch Neg       AA+

                     Morgan Stanley ACES SPC
                              2006-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Secd Nts                 BBB/Watch Neg       BBB

                      Morgan Stanley ACES SPC
                               2006-3

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       A/Watch Neg         A
         IB                       A/Watch Neg         A
         IC                       A/Watch Neg         A
         IIA                      A-/Watch Neg        A-
         IIB                      A-/Watch Neg        A-
         IIC                      A-/Watch Neg        A-
         IID                      A-/Watch Neg        A-
         IIE                      A-/Watch Neg        A-
         IIF                      A-/Watch Neg        A-

                      Morgan Stanley ACES SPC
                               2006-5

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       BBB+/Watch Neg      BBB+

                     Morgan Stanley ACES SPC
                               2006-9

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       A-/Watch Neg        A-

                     Morgan Stanley ACES SPC
                             2006-11

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AA/Watch Neg        AA

                     Morgan Stanley ACES SPC
                               2006-16

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IIA                      BBB+/Watch Neg      BBB+

                     Morgan Stanley ACES SPC
                              2006-15

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IIA                      A+/Watch Neg        A+
         IIB                      A+/Watch Neg        A+

                     Morgan Stanley ACES SPC
                             2006-19

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA+/Watch Neg       AA+

                      Morgan Stanley ACES SPC
                              2006-21

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IIA                      A-/Watch Neg        A-

                      Morgan Stanley ACES SPC
                              2006-24

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         II                       BBB-/Watch Neg      BBB-

                     Morgan Stanley ACES SPC
                              2006-25

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       AAA/Watch Neg       AAA
         II                       BBB/Watch Neg       BBB

                     Morgan Stanley ACES SPC
                             2006-22

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Class II                 BBB+/Watch Neg      BBB+

                     Morgan Stanley ACES SPC
                             2006-26

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       AA-/Watch Neg       AA-
         II                       BB/Watch Neg        BB

                     Morgan Stanley ACES SPC
                             2006-27

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Class A                  AA-/Watch Neg       AA-

                     Morgan Stanley ACES SPC
                             2006-35

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         I                        AA+/Watch Neg       AA+

                     Morgan Stanley ACES SPC
                             2006-36

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AAA/Watch Neg       AAA

                     Morgan Stanley ACES SPC
                             2006-37

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       BBB/Watch Neg       BBB
         IB                       BBB/Watch Neg       BBB
         II                       BBB/Watch Neg       BBB
         IIIA                     BB/Watch Neg        BB
         IIIB                     BB/Watch Neg        BB

                     Morgan Stanley ACES SPC
                              2007-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         AI                       AA/Watch Neg        AA
         AII                      AA/Watch Neg        AA
         IA                       AA-/Watch Neg       AA-
         IB                       AA-/Watch Neg       AA-

                      Morgan Stanley ACES SPC
                              2007-8

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----         
         IA                       A+/Watch Neg        A+
         IB                       A+/Watch Neg        A+
         IIA                      A+/Watch Neg        A+

                      Morgan Stanley ACES SPC
                              2007-13

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IA                       AA/Watch Neg        AA
         IIA                      AA/Watch Neg        AA
         IIB                      AA/Watch Neg        AA
         IIIA                     A-/Watch Neg        A-
         IIIB                     A-/Watch Neg        A-
         IV                       BB-/Watch Neg       BB-

                     Morgan Stanley ACES SPC
                             2007-11

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Note                     BB/Watch Neg        BB

                      Morgan Stanley ACES SPC
                              2007-19

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AA/Watch Neg        AA

                  Morgan Stanley Managed ACES SPC
                              2005-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IV A                     BBB/Watch Neg       BBB
         IV B                     BBB/Watch Neg       BBB
         V B                      BB/Watch Neg        BB

                  Morgan Stanley Managed ACES SPC
                               2005-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         V                        BB/Watch Neg        BB

                  Morgan Stanley Managed ACES SPC
                              2006-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Combo                    AA/Watch Neg        AA

                  Morgan Stanley Managed ACES SPC
                              2006-4

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         II                       AA/Watch Neg        AA
         IIIA                     AA/Watch Neg        AA

                  Morgan Stanley Managed ACES SPC
                              2006-9

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         SbJrSuprSr               AAA/Watch Neg       AAA

                  Morgan Stanley Managed ACES SPC
                              2007-15

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IIIA                     AAA/Watch Neg       AAA

                  Morgan Stanley Managed ACES SPC
                              2007-17

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         IIB                      AAA/Watch Neg       AAA
         IID                      AAA/Watch Neg       AAA

                      PARCS Master Trust
            PARCS Master Trust Class 2006-2 Anzio Units

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               AAA/Watch Neg       AAA

                        PARCS Master Trust
                              2006-9

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         TrustUnits               AAA/Watch Neg       AAA

                        PARCS Master Trust
                          2006-8 TRIPOLI

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               AAA/Watch Neg       AAA

                        PARCS Master Trust
                           2006-6 SAVOY

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust units              A+/Watch Neg        A+

                        PARCS Master Trust
                         2006-10 CARIBOU

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust units              AA+/Watch Neg       AA+

                        PARCS Master Trust
                             2007-10

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               AAA/Watch Neg       AAA

                       PARCS Master Trust
                     2007-11 MCKINLEY UNITS

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Trust Unit               AA-/Watch Neg       AA-

                         Primoris SPC Ltd.
                               C3-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB/Watch Neg       BBB

                         Primoris SPC Ltd.
                               B2-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB/Watch Neg       BBB

                         Primoris SPC Ltd.
                               B3-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB/Watch Neg       BBB

                         Primoris SPC Ltd.
                               A1-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB+/Watch Neg      BBB+

                         Primoris SPC Ltd.
                               A2-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB+/Watch Neg      BBB+

                         Primoris SPC Ltd.
                               A3-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB+/Watch Neg      BBB+

                       Primoris SPC Ltd.
                             A5-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB+/Watch Neg      BBB+

                       Primoris SPC Ltd.
                             A6-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB+/Watch Neg      BBB+

                       Primoris SPC Ltd.
                             B1-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB/Watch Neg       BBB

                       Primoris SPC Ltd.
                             D3-10

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB-/Watch Neg      BBB-

                       Primoris SPC Ltd.
                              E3-7

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BB+/Watch Neg       BB+

                       Primoris SPC Ltd.
                             F1-10

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BB-/Watch Neg       BB-

                        Primoris SPC Ltd.
                             A3-10-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    A-/Watch Neg        A-

                       Primoris SPC Ltd.
                            A1-7-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB+/Watch Neg      BBB+

                        Primoris SPC Ltd.
                             B2-10-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB/Watch Neg       BBB

                        Primoris SPC Ltd.
                             D1-7-2

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB-/Watch Neg      BBB-

                        Pyxis Master Trust
                      2007-28 POINT GREEN II

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Units                    AAA/Watch Neg       AAA

             REPACS Trust Series 2006 Mount Ventoux

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Debt Units               BBB+/Watch Neg      BBB+
  
                  Rutland Rated Investments
      US$25 million Oak 2005-1 Secured Ltd. Recourse Floating
                   Rate Credit-Linked Notes

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    A-/Watch Neg        A-

                     Rutland Rated Investments
                            2006-2 (28)

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A1A-L                    AAA/Watch Neg       AAA
         A1-L                     AAA/Watch Neg       AAA

                    Rutland Rated Investments
                        BEDFORD 2006-1 (30)

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A1-L                     AA/Watch Neg        AA
         A3-F                     A-/Watch Neg        A-
         A3-L                     A-/Watch Neg        A-

      Series 2006-1 Segregated Portfolio of 801 Grand CDO SPC

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AAA/Watch Neg       AAA
         B-1                      AA/Watch Neg        AA
         B-2                      AA/Watch Neg        AA
         C                        A/Watch Neg         A
         D                        BBB/Watch Neg       BBB
         E-1                      BB/Watch Neg        BB
         E-2                      BB/Watch Neg        BB

      Series 2006-2 Segregated Portfolio of 801 Grand CDO SPC

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AA/Watch Neg        AA
         B                        AA/Watch Neg        AA
         C                        A/Watch Neg         A

                     STARTS (Cayman) Ltd.
        Maple Hill II Managed Synthetic CDO, Series 2007-27

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B1-J                     AA-/Watch Neg       AA-

                      STARTS (Cayman) Ltd.
        Maple Hill II Managed Synthetic CDO, Series 2007-16

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B2-J2                    AA/Watch Neg        AA

                       STARTS (Cayman) Ltd.
        Maple Hill II Managed Synthetic CDO Series 2007-28
                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A4-D4                    AAA/Watch Neg       AAA

                        STARTS (Cayman) Ltd.
        Maple Hill II Managed Synthetic CDO Series 2007-18

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B1-A1                    AA/Watch Neg        AA

                      STARTS (Cayman) Ltd.
       Maple Hill II Managed Synthetic CDO, Series 2007-17

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B1-D1                    AA/Watch Neg        AA

                       STARTS (Cayman) Ltd.
        Maple Hill II Managed Synthetic CDO Series 2007-19

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A3-D3                    AAA/Watch Neg       AAA

                       STARTS (Cayman) Ltd.
        Maple Hill II Managed Synthetic CDO, Series 2007-29

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B3-D3                    AA/Watch Neg        AA

                       STARTS (Cayman) Ltd.
        Maple Hill II Managed Synthetic CDO Series 2007-20

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B2-D2                    AA/Watch Neg        AA

                        STARTS (Cayman) Ltd.
        Maple Hill II Managed Synthetic CDO Series 2007-30

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B3-J3                    AAA/Watch Neg       AAA

                        STRATA 2006-33 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                        STRATA 2006-34 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    A/Watch Neg         A

                         STRATA 2006-35 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AAA/Watch Neg       AAA

                    STRATA Trust Series 2006-14

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                    STRATA Trust Series 2006-18

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                     Strata Trust Series 2007-3

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                     Strata Trust Series 2007-4

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                    Strata Trust Series 2007-5

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA/Watch Neg        AA

                     Strata Trust Series 27
                           2006-27

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AA-/Watch Neg       AA-

          TIERS Georgia Credit Linked Trust Series 2007-21

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

   TIERS Georgia Floating Rate Credit Linked Trust, Series 2006-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Certs                    BB/Watch Neg        BB

   TIERS Hawaii Floating Rate Credit Linked Trust Series 2007-22

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Certs                    BBB/Watch Neg       BBB

  TIERS Missouri Floating Rate Credit Linked Trust Series 2007-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Certs                    A-/Watch Neg        A-

                   Toronto-Dominion Bank (The)
   Toronto-Dominion Bank CAD 263,860,000 Portfolio Credit Linked
                    Notes due March 22, 2012

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         PtflCdtLkd               BBB-/Watch Neg      BBB-

                           Tribune Ltd.
                                39

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche                  A-/Watch Neg        A-

                        True North (CDO) Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    AAA/Watch Neg       AAA

                    True North No. 2 (CDO) Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AA/Watch Neg        AA

                    True North No. 3 (CDO) Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AAA/Watch Neg       AAA

                      UBS AG (Jersey Branch)
                               4012

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    BBB-/Watch Neg      BBB-




* S&P Downgrades Ratings on 36 Classes of Certificates
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 36
classes of mortgage pass-through certificates issued by 10
Structured Asset Investment Loan Trust deals issued in 2003.   
Concurrently, S&P affirmed its ratings on the remaining 51 classes
from these and two other Structured Asset Investment Loan Trust
transactions from the same vintage.
     
The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses and the dollar amount of severe
delinquencies.  As of the May 2008 remittance date, cumulative
realized losses for the downgraded transactions, as a percentage
of the original pool balances, ranged from 1.03% (series 2003-
BC13) to 1.77% (series 2003-BC2).  The increase in cumulative
realized losses since the June 2007 remittance ranged from 22.14%
(series 2003-BC3) to 44.57% (series 2003-BC11).  Severe
delinquencies, as a percentage of the current pool balances,
ranged from 10.88% (series 2003-BC13) to 22.38% (series 2003-BC4).
As of the May remittance, losses for the downgraded deals have
consistently outpaced excess interest over the past 12 months,
ranging from approximately 1.4x (series 2003-BC13) to 2.3x (series
2003-BC2).
     
The affirmations reflect sufficient credit enhancement to support
the current ratings.  The classes with affirmed ratings have
actual and projected credit support percentages that are in line
with their original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  In addition, most of the
transactions contain mortgage insurance policies that cover a
portion of the loans to a loan-to-value ratio of 60%.  The
collateral for these transactions originally consisted primarily
of adjustable- and fixed-rate mortgage loans secured by
conventional first and second liens on one- to four-family
properties.


                         Ratings Lowered

          Structured Asset Investment Loan Trust 2003-BC10
                         Series 2003-BC10

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M2         86359A2J1     BBB            A
           M3         86359A2K8     B+             A-
           M4         86359A2L6     B              BBB+
           M5         86359A2M4     B              BBB
           B          86359A2N2     B-             BBB-

          Structured Asset Investment Loan Trust 2003-BC11
                           Series 2003-BC11

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M4         86358EEQ5     B              BBB+
           M5         86358EER3     CCC            BBB
           B          86358EES1     CCC            BBB-

          Structured Asset Investment Loan Trust 2003-BC13
                          Series 2003-BC13

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M5         86358EFF8     BB             BBB
           M6         86358EFG6     BB             BBB-
           B          86358EFU5     B              BB+

          Structured Asset Investment Loan Trust 2003-BC2
                          Series 2003-BC2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M1         86358EAN6     B              AA
           M2         86358EAP1     CCC            A
           M3         86358EAQ9     CCC            BBB+
           B          86358EAS5     CCC            BBB-

          Structured Asset Investment Loan Trust 2003-BC3
                          Series 2003-BC3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M1         86358EAZ9     A              AA
           M2         86358EBA3     BBB-           A
           M3         86358EBB1     BBB-           A-
           B          86358EBE5     BB+            BBB-
           M5         86358EBD7     BBB-           BBB

          Structured Asset Investment Loan Trust 2003-BC4
                         Series 2003-BC4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M2         86358EBM7     BB             A
           M3         86358EBN5     B+             A-
           M4         86358EBP0     B              BBB

          Structured Asset Investment Loan Trust 2003-BC5
                          Series 2003-BC5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M4         86358EBZ8     BB             BBB+
           B          86358ECB0     BB-            BBB-
           M3         86358EBY1     BBB            A-

          Structured Asset Investment Loan Trust 2003-BC6

                         Series 2003-BC6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M2         86358ECM6     BBB            A
           M3         86358ECN4     BB             A-
           M-4        86358ECP9     B              BBB+
           B          86358ECR5     B              BBB-

          Structured Asset Investment Loan Trust 2003-BC7
                         Series 2003-BC7

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M3         86358EDA1     BBB-           A-
           M4         86358EDB9     B+             BBB+
           M5         86358EDC7     B+             BBB

          Structured Asset Investment Loan Trust 2003-BC8
                          Series 2003-BC8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M4         86358EED4     B-             BB
           M5         86358EEE2     CCC            B
           B          86358EEF9     CC             CCC

                         Ratings Affirmed

          Structured Asset Investment Loan Trust 2003-BC1
                         Series 2003-BC1

                   Class      CUSIP         Rating
                   -----      -----         ------
                   A1         86358EAA4     AAA
                   A2         86358EAB2     AAA
                   M1         86358EAD8     AA
                   M2         86358EAE6     A
                   M3         86358EAF3     BBB+

         Structured Asset Investment Loan Trust 2003-BC10
                         Series 2003-BC10

                   Class      CUSIP         Rating
                   -----      -----         ------
                   1-A2       86359AZ89     AAA
                   A4         86359A2G7     AAA
                   M1         86359A2H5     AA

          Structured Asset Investment Loan Trust 2003-BC11
                          Series 2003-BC11

                   Class      CUSIP         Rating
                   -----      -----         ------
                   A3         86358EEK8     AAA
                   M1         86358EEM4     AA
                   M2         86358EEN2     A
                   M3         86358EEP7     A-

         Structured Asset Investment Loan Trust 2003-BC12
                          Series 2003-BC12

                   Class      CUSIP         Rating
                   -----      -----         ------
                   1-A        86358EFJ0     AAA
                   2-A        86358EFK7     AAA
                   3-A        86358EFL5     AAA
                   M1         86358EFN1     AA
                   M2         86358EFP6     A
                   M3         86358EFQ4     BBB
                   M4         86358EFR2     BB
                   M5         86358EFS0     B
                   M6         86358EFT8     B-
                   B          86358EFV3     CCC

          Structured Asset Investment Loan Trust 2003-BC13
                           Series 2003-BC13

                   Class      CUSIP         Rating
                   -----      -----         ------
                   1-A1       86358EET9     AAA
                   1-A3       86358EEV4     AAA
                   2-A1       86358EEW2     AAA
                   2-A3       86358EEY8     AAA
                   3-A        86358EEZ5     AAA
                   M1         86358EFB7     AA
                   M2         86358EFC5     A
                   M3         86358EFD3     A-
                   M4         86358EFE1     BBB+

          Structured Asset Investment Loan Trust 2003-BC2
                          Series 2003-BC2

                   Class      CUSIP         Rating
                   -----      -----         ------
                   A1         86358EAJ5     AAA
                   A2         86358EAK2     AAA
                   A3         86358EAL0     AAA

           Structured Asset Investment Loan Trust 2003-BC3
                           Series 2003-BC3

                   Class      CUSIP         Rating
                   -----      -----         ------
                   1-A2       86358EAV8     AAA
                   2-A2       86358EAX4     AAA

          Structured Asset Investment Loan Trust 2003-BC4
                          Series 2003-BC4

                   Class      CUSIP         Rating
                   -----      -----         ------
                   M1         86358EBL9     AA+

          Structured Asset Investment Loan Trust 2003-BC5
                           Series 2003-BC5

                   Class      CUSIP         Rating
                   -----      -----         ------
                   M1         86358EBW5     AA+
                   M2-A       86358EBX3     A
                   M2-B       86358ECC8     A

           Structured Asset Investment Loan Trust 2003-BC6
                            Series 2003-BC6

                   Class      CUSIP         Rating
                   -----      -----         ------
                   M1         86358ECL8     AA

          Structured Asset Investment Loan Trust 2003-BC7
                           Series 2003-BC7

                   Class      CUSIP         Rating
                   -----      -----         ------
                   1-A2       86358ECT1     AAA
                   3-A2       86358ECW4     AAA
                   M1         86358ECY0     AA
                   M2         86358ECZ7     A

          Structured Asset Investment Loan Trust 2003-BC8
                           Series 2003-BC8

                   Class      CUSIP         Rating
                   -----      -----         ------
                   2-A        86358EDV5     AAA
                   3-A2       86358EDX1     AAA
                   3-A3                     AAA
                   M1         86358EEA0     AA
                   M2         86358EEB8     A
                   M3         86358EEC6     A-


* S&P Says Easy Money Conditions Give Rise to PIK Notes Issuance
----------------------------------------------------------------
The easy money conditions in the leveraged finance market in 2006
and 2007 set the ground work for a surge in issuance of pay-in-
kind notes, according to an article published by Standard &
Poor's.  The article, which is titled "U.S. Credit Comment:
PIK-Tock, PIK-Tock, Delaying The Inevitable (Premium)," says that
the notes--also known as PIK-toggle notes--allow the issuer to pay
interest with additional securities instead of with cash, which
can provide the issuer with a way to preserve cash if the firm
hits a rough patch.  However, the feature comes at a price, as all
cash interest accrues, and the coupon payment steps up at a
predetermined rate.  Many of the recent deals have been
characterized with a 75-basis point set up in the coupon payment
when the pay-in-kind feature is used.
      
"PIK-toggle notes are risky for investors because current cash
flow from the instruments falls as cash interest is delayed,"
noted Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.  "In a sense, this increases the investors'
exposure to the firm as the interest accrues but is paid at a
later date."  Moreover, firms usually exercise the toggle feature
when the default risk of the firm is rising.
     
When S&P examined a sample of 41 PIK-toggle notes totaling
$22.9 billion in debt outstanding, S&P found that eight were used
to fund or issued directly after a dividend recapitalization.  Of
the 41 PIK-toggle notes, four are currently paying in kind, and
three have announced that they will pay the next coupon in kind.  
Ms. Vazza added that, "Default risk is high and recovery prospects
are low among its sample of PIK issuers, as most have credit
ratings below 'B-' and instrument-level ratings on the PIK
instruments in the 'CCC' to 'B-' range."


* US Commercial Construction Rises 12.9% in 2007, S&P Says
----------------------------------------------------------
U.S. commercial construction surged 12.9% in 2007, responding to
high occupancy rates and easy financing, said an article published
by Standard & Poor's.  The article, which is titled "U.S.
Commercial Construction: After The Wave Comes The Trough," says
that new activity dropped sharply in the fourth quarter as
financing became more difficult and employment growth slowed.  S&P
expect new commercial starts to weaken further in 2008, but the
carry-through from buildings that reached groundbreaking in 2007
should keep construction spending above that of 2007.
     
All categories of commercial construction plus multifamily housing
are likely to weaken, with apartments in the greatest danger and
offices the least.  On the positive side, the degree of
overbuilding in commercial properties is far less than it was in
the late 1980s, where downtown office vacancy rates were 20% even
before the start of the recession.  At the end of 2007, vacancies
were averaging about half that level.  But a recession reduces
demand for office and retail space.
     
Overall, S&P expect commercial construction starts to drop 16% in
2008 and 9% in 2009.  A deeper recession would mean a worse
decline.  In S&P's severe recession alternative, building drops
20% in both 2008 and 2009.  The boom has come to an early end.   
The good news: It never got too far out of hand.


* Wave of Bankruptcy Filings Seen in Newspaper Industry
-------------------------------------------------------
The news publishing industry is next in line to succumb to the
economic slump that first hit the housing sector, according to an
article by David W. Dykhouse, Daniel A. Lowenthal and Brian P.
Guiney in Mondaq News.  The article noted the precedence of recent
major bankruptcies in the retail and airline industries.

The newspaper industry has suffered declining circulation and has
seen many consolidations in the last decade.  Often, companies in
the industry incur debts to finance the consolidation, according
to the article.  

"[T]he debt incurred to finance these transactions may be
unsustainable as advertisers cut marketing dollars and more
readers get their news on the Internet rather than from the
newsstand," it stated.

The article warns of possible bankruptcy filings in this industry
over the next six to 18 months.  It noted that the Chicago Tribune
recently reported that the Sun-Times Media Group, publisher of The
Chicago Sun-Times and over 400 other publications worldwide, had
engaged Lazard Freres to explore a sale.  And that the Journal
Register Company, publisher of The New Haven Register and more
than 20 other daily papers, were de-listed from the NYSE in April.  
It also noted that even some large newspapers, like Gannett Co.,
Inc., are underperforming.  The article mentioned Gannet's
declining revenues in recent months.

"And unlike the seemingly perennial bankruptcy filings in the
retail, automotive parts, and airline sectors, a wave of
bankruptcy filings in the newspaper industry would be the first of
its kind," the article added.

Aside from the normal challenges of a corporate reorganization,
debtors that are in the newspaper industry will additionally be
confronted with new challenges, it stated.

"[W]hat will be the effect on intellectual property that the
debtor owns and licenses? What will be the impact of profitable
Internet ventures on lagging print media sales -- and of the
bankruptcy on such ventures? Might a news publisher's rights under
the First Amendment come into conflict with any provisions of the
Bankruptcy Code?," are the questions that the article poses.

As reported by the Troubled Company Reporter on April 3, Sun-Times
Media's balance sheet at Dec. 31, 2007, showed total assets of
$791.586 million and total liabilities of $866.595 million,
resulting to total stockholders' deficit of $75.009 million.  The
company's Class A common stock was de-listed by the New York Stock
Exchange for non-compliance with listing standards.

As reported by the TCR on May 19, 2008, that Journal Register
disclosed to the Securities and Exchange Commission the
possibility that the company will be in violation of its Amended
and Restated Credit Agreement, by July 23, 2008.  On April 29,
2008, the company entered into Amendment No. 2 to the Jan. 25,
2006 credit agreement, with the lenders and JPMorgan Chase Bank
N.A., as administrative agent.

The Amendment increased the maximum Total Leverage Ratio permitted
under the leverage covenant through July 23, 2008, and reduced the
borrowing limit under the Revolving Credit Commitments from
$200 million to $150 million.

As reported in the TCR on May 8, 2008, Standard & Poor's Ratings
Services lowered its rating on Journal Register Co.; the corporate
credit rating was lowered to 'CCC' from 'B-'.  The ratings were
removed from CreditWatch, where they were placed with negative
implications on April 7, 2008.  The rating outlook is negative.


* S&P Says Credit Card Trust Charge-Off Rise Continues in April
---------------------------------------------------------------
Charge-offs continued to rise in April 2008 among rated U.S.
credit card trusts, reaching levels last seen in 2005 before the
implementation of the Bankruptcy Reform Act, according to Standard
& Poor's Ratings Services' recent bankcard Credit Card Quality
Index report.
     
Charge-offs were up 20 basis points to 5.9% from March.  "The
current charge-off rate still remains below the average high of
7.0% reported between 2002 and 2003 and the five-year average of
6.4% between 2000 and 2004," said Standard & Poor's credit analyst
Kelly Luo.  "We expect losses to keep rising from their current
levels and peak at roughly 6.9% by the first quarter of 2009 based
on a 5.9% unemployment rate forecast."
     
On a more positive note, total delinquencies dropped 10 bps in
April from March after increasing for eight consecutive months.  
"The decline could reflect card lenders' efforts to hire more
staff in their front- and back-end collections areas," Ms. Luo
said.
     
Excess spread, which provides the first level of protection
against defaults, declined 100 bps in April but was still healthy
at 7.1%.  "Excess spread in many trusts had been trending lower in
2007 than in 2006 due to the rising charge-offs," Ms. Luo said.  
"However, most of the trusts, aided by lower base rates resulting
from the Federal Reserve interest rate cuts, still recorded
healthy excess spread levels in the first quarter of 2008."
     
In addition, credit card asset-backed securities issuance has
remained strong over the past few months.
     
Meanwhile, the payment rate dropped 40 bps to 18.7% in April.  
"The decline may reflect the impact of a weaker economy and the
lack of alternative funding sources that helped borrowers pay down
card debt in past years, along with the fewer collection days in
April compared with March," Ms. Luo said.
     
The CCQI monitors the performance of more than $430 billion in
receivables held in trusts of rated credit card-backed securities.  
Standard & Poor's took no rating actions on transactions backed by
credit card receivables in April.


* 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.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          89       30
AFC Enterprises         AFCE        (40)         155      (20)
APP Pharmaceutic        APPX        (73)       1,077      227
Ariad Pham              ARIA         (8)         101       65
Bare Escentuals         BARE        (76)         236       99
Blount Intl             BLT         (44)         407      138
CableVision System      CVC      (5,114)       9,180     (476)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (228)       1,905      146
Cheniere Energy         LNG         (16)       2,962      428
Choice Hotels           CHH        (157)         328      (42)
Cincinnati Bell         CBB        (668)       2,020        0
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP          (5)         820      201
Corel Corp.             CRE         (14)         266      (15)
Crown Media HL          CRWN       (684)         676        4
CV Therapheutics        CVTX       (185)         259      177
Cyberonics              CYBX        (15)         136      (15)
Cytori Therapeut        CYTX        (11)          18        2
Deltek Inc              PROJ        (86)         166      (28)
Denny's Corp            DENN       (179)         381       74
Domino's Pizza          DPZ      (1,450)         473       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Einstein Noah Re        BACL        (34)         149        4
Extendicare Real        EXE-U       (32)       1,440      (15)
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (331)
Human Genome Sci        HGSI        (12)         949       47
ICO Global C-New        ICOG       (131)         602      101
IDEARC Inc              IAR      (8,600)       1,667      205
IMAX Corp               IMAX        (85)         208       (8)
IMAX Corp               IMX         (85)         208       (8)
Incyte Corp             INCY       (160)         276      228
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      209
IPCS Inc                IPCS        (40)         547       76
Knology Inc             KNOL        (35)         619        7
Life Sciences Re        LSR         (29)         502        1
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Interac        LNET        (48)         694        8
Maxxam Inc              MXM        (242)         544      120
Mediacom Comm-A         MCCC       (253)       3,615     (268)
Moody's Corp            MCO        (784)       1,715     (360)
National Cinemed        NCMI       (572)         464       67
Navistar Intl           NAVZ     (1,699)      10,786      164
Nexstar Broadcasting    NXST        (89)         709      (11)
NPS Pharm Inc           NPSP       (188)         231      107
Primedia Inc            PRM        (129)         282        6
Protection One          PONE        (23)         673        6
Radnet Inc              RDNT        (53)         434       41
Regal Entertai-A        RGC        (119)       2,635       (2)
Riviera Holdings        RIV         (48)         218       14
RSC Holdings Inc        RRR         (44)       3,460     (128)
Rural Cellular-A        RCCC       (590)       1,350      110
Sally Beauty Hol        SBH        (745)       1,440      414
Sealy Corp.             ZZ         (113)       1,025       22
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (141)       3,265      828
Theravance              THRX        (66)         162      101
Tribune Co              TRB      (3,514)      13,150     (805)
UST Inc                 UST        (292)       1,487      446
Valence Tech            VLNC        (61)          20        8
Virgin Mobile-A         VM         (410)         259     (173)
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (47)       4,599     (764)
Weight Watchers         WTW        (926)       1,046     (172)
Westmoreland Coal       WLB        (178)         783      (85)
WR Grace & Co.          GRA        (285)       3,927   (1,091)
XM Satellite-A          XMSR     (1,038)       1,662     (293)
     
                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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