TCR_Public/080625.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 25, 2008, Vol. 12, No. 150           

                             Headlines

ACA ABS: Moody's Junks Rating of $375MM Class of Notes
ACCESSAIR INC: Objections to Accountant Compensation Due July 2
ACE AVIATION: To Cut System Capacity by 7% Due to High Oil Prices
ACE AVIATION: CUPE Urges Minister to Act on Reduction Plan
ADINO ENERGY: March 31 Balance Sheet Upside-Down by $3,232,735

AE'O LLC: Files Voluntary Chapter 11 Petition
AEROSPACE & INDUSTRIAL: Wants Case Junked After Lender Offers Help
ALLIED WASTE: Agrees to Combine with Republic Services for $6.24BB
ALLIED WASTE: Planned Merger Cues Fitch to Place IDRs on Watch Pos
ALOHA AIRLINES: Judge King Junks Motion to Pay Executive Bonuses

AMERICAN HOME: S&P Downgrades Ratings on 19 Certificate Classes
AMERICAN INTERNATIONAL: Units Selling 50% Stake in InterGen N.V.
AMERICAN TECHNOLOGIES: Defers Closing Date for Stock Purchase Pact
AMP'D MOBILE: Committee Can Hire Polsinelli Shalton as Co-Counsel
ART LINE: Public Sale of Assets to be Held on June 30

ASARCO LLC: Believes It Has Right to Receive $40.4 Mil. Tax Refund
ASAT HOLDINGS: To Delist from Nasdaq; OTC Trading to Continue
ASHMORE ENERGY: S&P Rates $250MM Senior Unsecured Notes 'B'
ATA AIRLINES: Wants Court to Establish Aug. 15 as Claims Bar Date
ATA AIRLINES: Wants to Sell Chicago and Indianapolis Properties

ATLANTIC BROADBAND: Moody's Keeps B2 Probability of Default Rating
ATLAS PIPELINE: S&P Assigns 'B-' Rating on Proposed $300MM Notes
ATMOSPHERIC GLOW: Seeks Court Permission to Sell Assets
AURIGA LABORATORIES: Frank Greico Reverts to Financial Chief Role
BAYOU GROUP: Convicted Executive on the Run After Faking Suicide

BE AEROSPACE: S&P Places 'BB+' Rating on Proposed $500MM Sr. Notes
BIOMETRX INC: March 31 Balance Sheet Upside-Down by $2,994,678
BUCK-A-ROO$ HOLDING: Posts $728,178 Net Loss in 2008 First Quarter
CABINS AT CEDAR: Voluntary Chapter 11 Case Summary
CANADIAN TRUST: Court to Consider Noteholders' Appeal on June 25

CANADIAN TRUST: Judge Campbell Details Reasons for Plan Approval
CARUSO HOMES: Files for Chapter 11 Protection
CARUSO HOMES: Case Summary & 30 Largest Unsecured Creditors
CATHOLIC CHURCH: Davenport Wants Bankruptcy Case Closed
CATHOLIC CHURCH: Continental Seeks Small Relief in Fairbanks' Case

CATHOLIC CHURCH: Add'l Noticing Not Needed in Fairbanks' Case
CATHOLIC CHURCH: Discussion on Fairbanks' Plan Set for August 14
CATHOLIC CHURCH: Portland Wants Brief Deadline Moved to June 30
CBRE REALTY: Repays and Terminates Wachovia Bank Credit Facility
CHECKSMART FIN'L: S&P Junks Rating on Exposure to Adverse Ohio Law

CHRYSLER LLC: Borrows $2 Billion from Owners Cerberus and Daimler
CHUKCHANSI ECONOMIC: S&P Trims Senior Debt Rating to B+ from BB-
CIFG GUARANTY: CreditSights Analyst Sees Bond Insurer Insolvencies
CITIGROUP INC: To Slash 10% of Investment-Banking Workforce
COUNTRYWIDE FINANCIAL: BofA Expects to Close Acquisition by July 1

CROSSROADS PLAZA: Voluntary Chapter 11 Case Summary
CYBERDEFENDER CORP: March 31 Balance Sheet Upside-Down by $3.4MM
DANA CORP: Must Pay $1.7MM Success Fee to USW's Financial Advisor
DELTA AIR: Reaches Tentative Joint Pilot Agreement Monday
DFG/OLYMPUS II: Submits Schedules of Assets and Liabilities

DRIGGS FARMS: Case Summary & 20 Largest Unsecured Creditors
DUNMORE HOMES: Court Disallows $320,648 in Claims
DUNMORE HOMES: Court Approves Disclosure Statement
DUNMORE HOMES: Travelers' Request to Forbid Assets Sale Denied
DURA AUTOMOTIVE: Chief Financial Officer Tim Trenary Steps Down

EASTMAN KODAK: Board OKs Repurchase of $1 Billion Common Stock
EASTMAN KODAK: $1BB Stock Repurchase Won't Affect Moody's B1 CFR
ECOVENTURE WIGGINS: Case Summary & 20 Largest Unsecured Creditors
EDDIE MAYO: Voluntary Chapter 11 Case Summary
EDUCATE INC: Moody's Raises Corporate Family & Sec. Credit Ratings

EMPIRE LAND: Gets Final OK to Use Palmdale's $20 Mil. DIP Facility
ENRON CORP: Seeks to Disallow MARAD'S $43 Mil. Bond Purchase Claim
ENRON CORP: Abbey National Allowed $13,000,000 Unsecured Claim
EXCELLENCY INVESTMENT: Has $9,679,522 Equity Deficit at March 31
FERRO CORP: S&P Assigns 'B' Rating on Proposed $200MM Unsec. Notes

FERRO CORP: Moody's Assigns B2 Rating to New $200MM Unsec. Notes
FINANCIAL GUARANTY: CreditSights Analyst Predicts Insolvency
FIRST DARTMOUTH: Plan Confirmation Hearing Moved to August 21
FORUM HEALTH: Moody's Cuts Rating of $146MM in Debt Due to Losses
FRIENDSHIP HOUSE: To File for Bankruptcy to Stop Foreclosure

FTS GROUP: Purchase Price for Metro One Reduced to $3.5MM
FURLONG SYNTHETIC: Moody's Junks Three Classes of Notes
G8WAVE HOLDINGS: Posts $1,667,183 Net Loss in 2008 First Quarter
GOFISH CORP: March 31 Balance Sheet Upside-Down by $6,788,562
HAMILTON HOLDINGS: Bankruptcy Puts Hotel's Future in Question

HC INNOVATIONS: March 31 Balance Sheet Upside-Down by $1,547,499
HEALTHSOUTH CORP: Selling 8.8 Million Shares of Common Stock
HEARTLAND AUTOMOTIVE: Panel Wants to Probe $123MM in Transfers
INPHONIC INC: Files Amended Disclosure Statement and Ch. 11 Plan
INTEGRAL VISION: March 31 Balance Sheet Upside-Down by $4,140,000

JEMM WHOLESALE: Assignee to Hold Asset Sale on June 26
JHT HOLDINGS: Case Summary & 49 Largest Unsecured Creditors
KENT FUNDING: Moody's Junks Ratings of $63MM Notes Due 2046
KESSELRING HOLDING: March 31 Balance Sheet Upside-Down by $877,541
LA CORTINA: Court Dismisses Bankruptcy Proceedings

LEINER HEALTH: Committee Cries Foul on $24 Million Incentive Plan
LEINER HEALTH: Wants Until August 10 to File Chapter 11 Plan
LEVITT AND SONS: Can Employ Hilco as Real Estate Consultant
LEVITT AND SONS: Court OKs Sale Protocol for Shelby County Estate
LEVITZ FURNITURE: Taps Oliver Wyman as Actuarial Consultant

LEVITZ FURNITURE: May Assign Real Property to Raymours Furniture
LEVITZ FURNITURE: YA Global's Proposed Probe Faces Opposition
LINENS N THINGS: Hires DJM Realty to Dispose of 120 Stores
LINENS N THINGS: Wants Inserts East's Admin. Claim Motion Denied
M FABRIKANT: Court Authorizes Seizure of Former Owners' Assets

MANGROVE RE: Moody's Gives Ba2, B1 Ratings to Variable Rate Notes
MATTRESS HOLDING: Weak Credit Metrics Cue S&P's Negative Watch
MERRILL LYNCH: Moody's Places B Level Ratings on 3 Note Classes
METRO ONE: FTS Group Reduces Purchase Price to $3.5 Million
MORTGAGES LTD: Court Converts Involuntary Case to Chapter 11

MOVIDA COMMUNICATIONS: May Pay Exec. Bonuses in $2.8MM Liquidation
MUGELLO ABS: Moody's Junks Ratings of Two Classes of Notes
MW JOHNSON: Gets Interim OK to Use Lenders' $1 Million DIP Fund
NATIONAL R.V.: Wants Plan Filing Period Deferred to August 26
NORTHWEST AIRLINES: Reaches Tentative Joint Pilot Deal Monday

OXIS INT'L: Wants Debt Holders to End Foreclosure Proceedings
PALM RIDGE: Case Summary & 11 Largest Unsecured Creditors
PARADIGM MEDICAL: March 31 Balance Sheet Upside-Down by $2,590,000
PATIENT ACCESS: April 30 Balance Sheet Upside-Down by $371,539
PEOPLE'S FINANCIAL: S&P Puts Default Ratings on Two Certificates

PLASTECH ENGINEERED: Court Okays June 26 as Plan-Filing Deadline
PLASTECH ENGINEERED: Buyers, Lenders Agree on Proceeds Sharing
PLASTECH ENGINEERED: Court OKs $199MM Interior Biz. Sale to JCI
PLASTECH ENGINEERED: $4MM Sale of Stamping Business Gets Court Nod
QUEBECOR WORLD: Signs Deal to Extend OPTrust Site Rent

QUEBECOR WORLD: Claim Transfers in May 2008 Totals $22,543,481
QUEBECOR WORLD: Value Now Nil After Insolvency, Quebecor Inc. Says
QUEBECOR WORLD: Unit Reaches Deal with Workers After 2 Years
RC2: Moody's Gives Ba2 Rating to New $325MM Bank Facility
REDROLLER HOLDINGS: Posts $1,362,517 Net Loss in 2008 1st Quarter

REPUBLIC SERVICES: Agrees to Combine with Allied Waste for $6.24BB
REPUBLIC SERVICES: Moody's Sees Likely Cut in Rating After Merger
ROCK ENERGY: March 31 Balance Sheet Upside-Down by $3,542,830
SENTINEL MANAGEMENT: Plan Confirmation Hearing Set for August 12
SOURCEGAS LLC: S&P Cuts Corporate Credit Rating to BB+ from BBB-

STANDARD STEEL: Moody's Affirms B2 CFR and PDR; Outlook is Stable
STRUCTURED FINANCE: Moody's Junks Rating of $50MM Notes
SUNCREST LLC: Files Schedules of Assets and Liabilities
TELCORDIA TECHNOLOGIES: S&P Revises Outlook to Stable from Neg.
TOUSA INC: Objects to Cove Isle's Request for Bar Date Extension

TOUSA INC: Wants John Boken as CEO and Pres., KZC Service Expanded
TRANSMERIDIAN EXPLORATION: Sells Shares to UEG for $215 Million
TREE TOP: Posts $1,242,438 Net Loss in 2008 First Quarter
TRIAXX FUNDING: Moody's Cuts Rating on $149MM Note to Caa2
TRIBUNE CO: Scott Smith Retires as Tribune Publishing President

TRIBUNE CO: To Remodel Major Dailies, Starts with Orlando Sentinel
TRM CORP: Inks Master Services Agreement with eFunds Corp.
TRONOX INC: S&P Chips Corporate Credit Rating to 'B' from 'B+'
TUPPERWARE BRANDS: S&P Puts 'BB' Rating Under Positive CreditWatch
U.S. ENERGY: Wants Exclusive Plan Filing Period Moved to Sept. 8

VERTICAL ABS CDO: Moody's Junks Eight Classes of Notes
VIRGIN AMERICA: Mulls 10% Capacity Cut in Fourth Quarter 2008
VISIONARY IMAGING: Involuntary Chapter 11 Case Summary
WACHOVIA CORP: Hires Goldman Sachs to Review Mortgage Portfolios

WEIGHT WATCHERS: March 29 Balance Sheet Upside-Down by $893.9MM
WEIGHT WATCHERS: COO Thilo Semmelbauer to Leave on July 31
WEST GALENA: Rosewood Developer Sues Carval Investments Over Loan
WORLD HEART: Inks Recapitalization Deal, Secures Bridge Financing
W.R. GRACE: Court OKs $24 Mil. Contribution to Retirement Plans

W.R. GRACE: Wants Court to Exclude JPMorgan's $100 Million Claim
W.R. GRACE: Wants IRS Research Credit Disputes Resolved
W.R. GRACE: Inks $5.1 Million Settlement With Montana DEQ
XERIUM TECH: German Unit Terminates EVP for Biz Dev't Josef Mayer
[REDACTED June 29, 2008]

XL CAPITAL: Moody's Affirms Baa1 Debt Rating; Outlook is Negative
ZIFF DAVIS: Set to Emerge from Chapter 11 on July 1

* Euler Hermes ACI Predicts "Substantial" Increase in Bankruptcies

* Upcoming Meetings, Conferences and Seminars

                             *********

ACA ABS: Moody's Junks Rating of $375MM Class of Notes
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
classes of notes issued by ACA ABS 2007-2, Ltd., and left on
review for possible further rating action the rating of one of
these classes of notes.  The notes affected by the rating action
are:

Class Description: $33,600,000 Class X Senior Secured Fixed Rate
Notes due July 2010

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

Class Description: Up to $375,000,000 Class A1 S Variable Funding
Senior Secured Floating Rate Notes due July 2045

  -- Prior Rating: B3, on review with future direction uncertain
  -- Current Rating: C

ACA ABS 2007-2, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities.  The transaction
experienced on October 16, 2007, as reported by the Trustee, an
event of default caused by a failure of the Senior Credit Test to
be satisfied, as set forth in Section 5.1(h) of the Indenture
dated June 28, 2007.  This event of default is still continuing.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.

In this regard the Trustee reports that a majority of the
Controlling Class has directed the Trustee to accelerate the
maturity of the Notes and to liquidate the Collateral in
accordance with relevant provisions of the transaction documents.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and outcome of the liquidation.  Because of this
uncertainty, the ratings assigned to the Class X Notes remain on
review for possible further action.


ACCESSAIR INC: Objections to Accountant Compensation Due July 2
---------------------------------------------------------------
The Hon. Lee M. Jackwig of the U.S. Bankruptcy Court for the
Southern District of Iowa has set July 2, 2008, as bar date for
objections relating to the application for interim compensation
for Carl A. Selden PC as accountant to AccessAir Inc.

The firm's fees and expenses totaled $1,875, filed by trustee,
Anita L. Shodeen.

As reported in the Troubled Company Reporter on March 2, 2001,
AccessAir has ceased operations, just two weeks before it was to
present a reorganization plan to keep the regional airline
flying.

"I am deeply disappointed that our vision for affordable air
service for central Iowa will not be realized," said John Ruan
III, AccessAir's principal backer.  "I was unable to obtain the
necessary level of capital support for the airline.  That, coupled
with low passenger loads, made it impossible to overcome the
financial burden of maintaining a community-based airline," Mr.
Ruan said.  

He further stated that AccessAir, which previously withdrew its
reorganization plan filed under chapter 11 of the U.S. Bankruptcy
Court, apparently will proceed to a chapter 7 liquidation.


ACE AVIATION: To Cut System Capacity by 7% Due to High Oil Prices
-----------------------------------------------------------------
In response to record high fuel prices, ACE Aviation Holdings
Inc.'s unit, Air Canada, disclosed a reduction in capacity which
will impact fleet and staffing levels effective with the
implementation of its fall and winter schedule.  The airline plans
to reduce total system capacity by 7.0% in the fourth quarter 2008
and first quarter 2009, compared to the same period a year
earlier.  The reduction in flying will require fewer employees to
operate the airline.  This will result in a decrease in staff
levels of up to 2,000 positions across all levels of the
organization.

"The loss of jobs is painful in view of our employees' hard work
in bringing the airline back to profitability over the past four
years," said Montie Brewer, President and Chief Executive Officer.
"I regret having to take these actions but they are necessary to
remain competitive going forward.  Air Canada, like most global
airlines, needs to adapt its business and reduce flying that has
become unprofitable in the current fuel environment.  If fuel
prices remain at current levels, we can anticipate further
capacity reductions," said Mr. Brewer.

The airline industry has been severely impacted as the price of
oil has more than doubled from one year ago and has quadrupled
since 2004.  Every C$1 increase in the price of oil per barrel
adds an estimated US$26 million to Air Canada's annual fuel
expense. Fuel is the carrier's single largest expense item
accounting for more than 30 per cent of total operating expense,
and at current price levels will cost the airline close to US$1
billion more in 2008 than in 2007.

Including the benefit of fuel hedging, at current fuel prices and
capacity levels, Air Canada would spend an average of C$230 in
fuel costs alone to carry one passenger on a round trip journey,
which is up from an average of $146 in 2007, and C$110 in 2004.

In addition to record high fuel prices, Canadian carriers are
forced to contend with federal and provincial fuel excise taxes,
security fees and airport charges that are amongst the most
expensive in the world today.

In the fourth quarter 2008 and first quarter 2009, Air Canada
plans to reduce domestic capacity by 2.0%, U.S. transborder
capacity by 13.0% and international capacity by 7.0%, for a total
system capacity reduction of 7.0% for the two quarters compared to
the prior year's period.

This 7.0% system capacity reduction includes capacity adjustments
previously announced including the suspension of Toronto-Rome non-
stop service (with resumption planned for the peak summer season)
and the withdrawal of Vancouver-Osaka non-stop service effective
Oct. 26, 2008.  The revised fall and winter schedule, as well as
adjustments to the fleet, will be made available at a later date.

                         Revised Outlook

Air Canada said it now expects its full year 2008 capacity, as
measured in available seat miles (ASM), to change between negative
1.0% and positive 1.0%, compared to the previous year (lower than
the full year 2008 capacity increase of between 1.0% and 2.5%
compared to 2007 projected in Air Canada's press release dated
May 8, 2008).  As originally projected in Air Canada's May 8, 2008
press release, full year domestic ASM growth is expected to
increase by 2.5% compared to 2007.  For the second quarter, Air
Canada expects ASM growth to be consistent with previous guidance
(provided in Air Canada's May 8, 2008 press release) of between
2.0% and 3.0%, compared to the previous year's second quarter.

Air Canada expects full year 2008 operating expense per available
seat mile (CASM), excluding fuel, to exceed the 2007 level by up
to 1%, which is at the least favorable end of the range of the
guidance provided in the press release with first quarter 2008
results, (which was plus or minus 1.0% of the 2007 level),
primarily the result of the capacity reduction in the second half
of the year.  The airline is effectively and aggressively managing
the costs of all controllable parts of its operation and is
attempting to mitigate the significant increase in fuel expense
anticipated for 2008.  Air Canada now expects CASM, excluding
fuel, in the second quarter 2008 to be up to 2.0% lower than the
same period in the previous year, slightly improved from previous
guidance (of an improvement of up to 1.0% as provided in the May
2008 press release), the result of cost reduction programs.

The above guidance reflects Air Canada's assumption that the
Canadian dollar will trade, on average, at C$1.01 per US dollar
for the full year and second quarter in 2008.  Air Canada has also
assumed that growth in North America and globally will slow in
2008 and that a mild economic recession will take place in the
United States.

Record high fuel prices continue to impact the airline industry.
Air Canada's outlook assumes that the price of fuel will average
93 cents per liter for the full year 2008, as opposed to the 89
cents per liter assumed in guidance provided in the press release
with first quarter 2008 results (both net of current hedging
positions).  For the second quarter 2008, Air Canada continues to
assume the price of fuel (net of hedging positions) to be
91 cents per liter.

                         About Air Canada

Air Canada -- http://www.aircanada.com/is Canada's largest full-
service airline and the largest provider of scheduled passenger
services in the Canadian market, the Canada-U.S. transborder
market and in the international market to and from Canada.  
Together with our regional partner Jazz, Air Canada serves over 32
million customers annually and provides direct passenger service
to over 170 destinations on five continents.  Air Canada is a
founding member of Star Alliance(TM), the world's most
comprehensive air transportation network.

                         About ACE Aviation

Headquartered in Montreal, Canada, ACE Aviation Holdings Inc.
(Toronto: ACE-A.TO) -- http://www.aceaviation.com/-- is     
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

                          *     *     *

As of June 25, 2008, ACE Aviation Holdings continues to carry
Dominion Bond Rating Service's 'B+' long-term local and foreign
issuer credit ratings, which were placed on April 2006.


ACE AVIATION: CUPE Urges Minister to Act on Reduction Plan
-----------------------------------------------------------
The Canadian Union of Public Employees on Thursday, June 19, 2008,
called on Federal Minister of Transport Lawrence Cannon to
intervene after ACE Aviation Holdings Inc.'s unit, Air Canada,
disclosed its plan to slash about 2000 jobs.

In its Web site, CUPE said that media reports placed blame for the
cuts on rising fuel costs -- exactly where Air Canada wants it --
leaving flight attendants and consumers to wonder whether and how
the federal government will intervene to protect workers and jobs.  
CUPE said it wants Cannon to let Canadians know immediately what
he intends to do to protect Air Canada workers and service in
vulnerable regions.

"The outlook for the industry is serious, but we are suspicious
about the emphasis, timing, and intent of this announcement," says
Paul Moist, CUPE national president.

Even airline industry expert Joseph D'Cruz told CBC's The National
this week that "there is no evidence that Air Canada is in serious
difficulty," CUPE said.

CUPE National said it also supports its Air Canada Component
President, Lesley Swann, who is asking Air Canada to let employees
use the voluntary separation provisions in their contract.  "Air
Canada seems to prefer to lay off its lowest paid employees rather
than let its highest paid employees leave voluntarily. This is a
bizarre business strategy", added Mr. Moist.

Air Canada flight attendants have already demonstrated
extraordinarily good faith by making concessions to benefit the
company: in 2003, they kept the company in the air by giving up
10% of their wages and a week of their holidays, among other
things.

CUPE noted that Robert Milton, president and CEO of ACE Aviation
Holdings, Air Canada's parent company,  was paid C$43 million
dollars in 2007. Montie Brewer, president and CEO of Air Canada,
got C$8 million.  "If times are so tough for Air Canada, why do
Messrs. Milton and Brewer make such exorbitant salaries?" asks Mr.
Moist.

                            About CUPE

The Canadian Union of Public Employees -- http://cupe.ca/-- is  
Canada's largest union.  With 570,000 members across Canada, CUPE
represents workers in health care, education, municipalities,
libraries, universities, social services, public utilities,
transportation, emergency services and airlines.  CUPE represents
more than 570,000 members across Canada, including 7,000 Air
Canada flight attendants based in Vancouver, Calgary, Winnipeg,
Toronto, Montreal, and Halifax.

                         About Air Canada

Air Canada -- http://www.aircanada.com/is Canada's largest full-
service airline and the largest provider of scheduled passenger
services in the Canadian market, the Canada-U.S. transborder
market and in the international market to and from Canada.  
Together with our regional partner Jazz, Air Canada serves over 32
million customers annually and provides direct passenger service
to over 170 destinations on five continents.  Air Canada is a
founding member of Star Alliance(TM), the world's most
comprehensive air transportation network.

                         About ACE Aviation

Headquartered in Montreal, Canada, ACE Aviation Holdings Inc.
(Toronto: ACE-A.TO) -- http://www.aceaviation.com/-- is     
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

                          *     *     *

As of June 25, 2008, ACE Aviation Holdings continues to carry
Dominion Bond Rating Service's 'B+' long-term local and foreign
issuer credit ratings, which were placed on April 2006.


ADINO ENERGY: March 31 Balance Sheet Upside-Down by $3,232,735
--------------------------------------------------------------
Adino Energy Corp.'s consolidated balance sheet at March 31, 2008,
showed $6,199,936 in total assets and $9,432,671 in total
liabilities, resulting in a $3,232,735 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $373,476 in total current assets
available to pay $7,866,458 in total current liabilities.

The company reported reported net income of $410,099 on revenues
of $444,203 for the first quarter ended March 31, 2008, compared
with a net loss of $354,772 on revenues of $225,675 in the
corresponding period a year ago.

Adino's IFL terminal operation reported an operating loss of
$28,079 for the first quarter of 2008.  However, this loss is much
smaller than the $740,760 operating loss reported for the first
quarter of 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e98

                       Going Concern Doubt

McElravy, Kinchen & Associates, P.C., in Houston, expressed
substantial doubt about Adino Energy Corp.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditing firm pointed to the company's recurring losses from
operations and negative working capital position at Dec. 31, 2007.

As of March 31, 2008, the company has a working capital deficit of
$7,492,982 and a retained deficit of $14,518,603.  $3,418,617 of
the working capital deficit represents the purchase price for the
terminal assets which are currently under a capital lease.  The
company believes that the market value of the terminal assets is
significantly greater than the total working capital deficit and
that current cash flow is adequate to support a longer term
financing package to satisfy the working capital deficit.  

                        About Adino Energy

Headquartered in Houston, Texas, Adino Energy Corp. (OTC B: ADNY)
-- http://www.adinoenergycorp.com/-- is a wholesale fuel  
distributor and fuel terminal operator.  Adino Energy not only
offers storage, delivery, and blending of diesel fuel, but also
offers biodiesel to the growing "green" fuels market.  Biodiesel
is a clean burning, nontoxic, sulfur-free, and biodegradable
alternative fuel for compression-ignition (diesel) engines made
from animal fat or vegetable oil.


AE'O LLC: Files Voluntary Chapter 11 Petition
---------------------------------------------
Debtor: AE'O, LLC
        76-814 Io Way
        Kailua-Kona, Hawaii 96740
        Tel: (808) 990-0828

Bankruptcy Case No.: 08-00851

Chapter 11 Petition Date: June 23, 2008

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtors' Counsel: Christopher J. Muzzi, Esq.
                   (cmuzzi@hilaw.us)
                  Moseley Biehl Tsugawa Lau & Muzzi
                  1100 Alakea Street, Suite 2300
                  Honolulu, Hawaii 96813
                  Tel: (808) 531-0498
                  Fax: (808) 534-0202
                  http://www.hilaw.us/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


AEROSPACE & INDUSTRIAL: Wants Case Junked After Lender Offers Help
------------------------------------------------------------------
Aerospace & Industrial Manufacturing Inc. was reportedly set
yesterday, June 24, 2008, to ask the U.S. Bankruptcy Court for the
Northern District of Texas to dismiss its chapter 11 case, Jamie
Mason of The Deal relates.  No update is available as at press
time.

The Debtor's move was prompted by the offer of its lender, Nex
Tech AIM Inc., to acquire its administrative, priority and
unsecured claims, The Deal says.  Nex Tech also offered to
shoulder fees for the U.S. Trustee, the report continues.

On June 19, 2008, Judge Stacey G. Jernigan gave the Debtor final
approval to access Nex Tech's $200,000 postpetition fund, The Deal
quotes Edwin Paul Keiffer at Wright Ginsberg Brusilow PC as
stating.  On Feb. 28, 2008, the Court gave the Debtor approval to
access Corsair Special Opportunities Fund LP's $80,000
postpetition fund priced at 8% annually, The Deal notes.

According to The Deal, Nex Tech bought Corsair's interests in
April 2008, hence its consent to extend the $200,000 DIP fund.  
The $200,000 DIP fund is also priced at 8% annually.

Mr. Keiffer said that the Debtor owed at least $3.8 million to Nex
Tech, The Deal reveals.  Once the case is dismissed, Nex Tech can
either foreclose on the Debtor's assets or continue its
operations, Mr. Keiffer added, The Deal says.

             About Aerospace & Industrial Manufacturing

Dallas, Texas-based Aerospace & Industrial Manufacturing Inc.
manufactures aerospace and industrial systems for various entities
including Lockheed Martin Corp. and the U.S. Air Force.  It was
established to acquire Sky Fabrication Co. out of bankruptcy in
2005.  After the Sky acquisition, Aerospace started to offer oil
and gas equipment, beverage packaging machines and power and
energy plant equipment.  It has 35 workers.  It filed its chapter
11 petition on Dec. 5, 2007 (Bankr. N.D. Texas Case No. 07-36094).  
Judge Stacey G. Jernigan presides over the case.  Edwin Paul
Keiffer, Esq., at Wright Ginsberg Brusilow PC represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts between $1 million and $10 million when it filed for
bankruptcy.


ALLIED WASTE: Agrees to Combine with Republic Services for $6.24BB
------------------------------------------------------------------
Allied Waste Industries Inc. entered into a $6.24 billion stock
deal with Republic Services Inc. to establish a waste and
environmental services provider with expected pro forma annual
revenues of approximately $9 billion and an expected total market
capitalization of approximately $12 billion.

Allied Waste Industries Inc. and Republic Services disclosed that
their boards of directors have unanimously approved a definitive
merger agreement.

                         Transaction Terms

Under the terms of the agreement, Allied shareholders will receive
0.45 shares of Republic common stock for each share of Allied
common stock held.  Based on the unaffected closing stock prices
of both companies on June 12, 2008, this represents a premium of
approximately 17% over the average closing price of Allied's stock
for the previous 30 trading days.  In completing the transaction,
Republic will issue approximately 198 million shares of common
stock to Allied shareholders, representing approximately 52%
ownership of the combined company.

In connection with the transaction, Republic expects to put in
place a new unsecured senior credit facility and issue new senior
notes.  The existing senior notes of both Republic and Allied will
remain outstanding.

After completion of the transaction, Mr. O'Connor will become
chairman and chief executive officer of the combined company,
while Don Slager, president and chief operating officer of Allied,
will become president and chief operating officer.  Tod Holmes
will become chief financial officer.

The board of directors of the combined company will consist of 11
members, including Mr. O'Connor, five independent directors from
the current Republic board of directors and five independent
directors from the Allied board of directors.  The company, which
will be based in Phoenix, will be named Republic Services Inc. and
traded under the ticker symbol RSG on The New York Stock Exchange.

                     Benefits from the Merger

The combined company will have more than 35,000 employees serving
more than 13 million customers in 40 states and Puerto Rico.  The
transaction is expected to close by the fourth quarter of 2008, to
generate approximately $150 million in net annual synergies and to
be accretive to Republic's earnings per share in the first year
after completion of the merger.

The companies stated that the merger will strengthen the national
service platform of the companies and integrate the collection,
transfer, recycling and disposal or landfill operations from
Republic and Allied under a management team, led by Republic's
chairman and chief executive Officer, James E. O'Connor.

The transaction will also assemble a growing landfill gas-to-
energy portfolio and significant untapped renewable energy
resources.  The combined company will be diversified across
geographic markets, customer segments and service offerings, and
will be committed to providing superior customer service.

The companies expect to generate strong and predictable cash flows
from operations in excess of $1.7 billion annually that will be
used to invest in the business, fund the dividend program and
reduce debt to maintain and improve the company's investment grade
credit rating.

"By combining the strengths of two great companies and integrating
executives from both teams, Republic will enhance its leadership
position in the U.S. environmental services industry, building on
both companies' foundations of profitable growth," James E.
O'Connor, chairman and chief executive officer of Republic, said.
"As each company has done individually, the combined company will
remain fully committed to serving the needs of our customers,
shareholders and employees."

"The vertically integrated model of the combined company - linking
collection, transfer, recycling and disposal services - enhances
cash flow, earnings and return on capital for our shareholders,
while reducing our risk," Mr. O'Connor continued.  "Our strategic
focus remains on improving return on invested capital, reducing
debt and generating higher levels of free cash flow."  

"At the same time, our business model will blend the best
practices and complementary assets of the two companies to provide
unmatched customer service and operating efficiency," added
Mr. O'Connor.  Our employees will benefit from the enhanced career
opportunities that result from a larger company better positioned
for future success."

"Our two companies have known and respected each other for many
years, and the time is right for us to take the next logical step
in the development of both companies, thus accelerating our
ability to achieve our strategic objectives and enhancing our plan
for profitable growth," John Zillmer, chairman and chief executive
officer of Allied, said.  

"Republic has an extensive presence in the high-growth Sunbelt
markets, an established franchise business and a strong capital
structure," Mr. Zillmer stated.  "Allied has a broad national
footprint, an innovative procurement platform and significant
internalization opportunities.  Together, we are positioned for
greater success than either company could achieve on its own."

           Integrated and Diversified National Competitor

The combination of Republic and Allied creates an integrated
operations platform that provides significant advantages for
serving customers throughout the country.  The company will
centralize core corporate functions and standardize business
practices, creating operating efficiencies and improving
productivity, while customer decisions will remain at the local
level to ensure the new company remains responsive.

"By building on the best practices of both companies, we can
further improve productivity and operating margins, while
advancing our strategic priorities and investing in the ongoing
development of our business and critical people resources," said
Mr. Slager.  "This merger allows us to capitalize on the
attractive business opportunities in our industry and enhance our
ability to provide comprehensive solutions to the waste-stream
management needs of our customers."

                    Strong Financial Foundation

The merger is expected to create significant benefits for
shareholders of both companies, and the combined company will have
a strong foundation for future financial performance.

   * Operating Synergies: The companies expect to achieve  
     approximately $150 million in net pretax annual synergies by
     the third year after the completion of the transaction,
     from achieving greater operating efficiencies, capturing
     inherent economies of scale and leveraging corporate and
     overhead resources.
    
   * Attractive Dividend: Republic is expected to continue its
     annual dividend of $0.68 per share.  This transaction will
     introduce a dividend benefit to Allied shareholders.
    
   * Strong Capital Structure: The companies expect the
     significant free cash flow and conservative balance sheet
     resulting from this merger to enable the company to receive
     an investment-grade rating by the major credit rating
     agencies.  The company intends to use free cash flow to fund
     its dividend, reduce debt and invest in internal growth.
     Republic remains committed to maintaining and improving its
     investment grade credit rating.

The merger is subject to standard closing conditions, including
approvals of review process by antitrust and other regulatory
authorities, and to the receipt of investment grade ratings as
defined in the merger agreement.  The companies anticipate that
regulatory reviews and approvals can be completed in four to six
months.

Merrill Lynch & Co. acted as financial advisor and provided a
fairness opinion to Republic.  Akerman Senterfitt and DLA Piper US
LLP served as legal advisors to Republic.  

UBS Investment Bank acted as lead financial advisor and provided a
fairness opinion to Allied.  Mayer Brown LLP served as legal
advisor to Allied.

                   About Republic Services Inc.

Headquartered in Fort Lauderdale, Florida, Republic Services Inc.
(NYSE: RSG) -- http://www.republicservices.com/-- is a provider  
of environmental services including solid waste collection,
transfer and disposal services in the United States.  The
company's operating units are focused on providing solid waste
services for commercial, industrial, municipal and residential
customers.

               About Allied Waste Industries Inc.

Based in Scottsdale, Arizona, Allied Waste Industries Inc. --
http://www.alliedwaste.com/and http://www.disposal.com/--      
(NYSE: AW) provides waste collection, transfer, recycling, and
disposal services for residential, commercial, and industrial
customers in over 100 major markets spanning 37 states and Puerto
Rico.  The company has 24,000 employees.


ALLIED WASTE: Planned Merger Cues Fitch to Place IDRs on Watch Pos
------------------------------------------------------------------
Fitch Ratings has placed the ratings of Allied Waste Industries,
Inc. and its Allied Waste North America and Browning-Ferris
Industries subsidiaries on Rating Watch Positive following the
announcement that AW intends to merge with Republic Services, Inc.

Fitch has placed these ratings on Watch Positive:

Allied Waste Industries:

  -- Issuer Default Rating (IDR) 'B+';
  -- Senior subordinated 'CCC+/RR6'.

Allied Waste North America:

  -- IDR 'B+'
  -- Senior secured credit facility rating 'BB+/RR1';
  -- Senior secured rating 'BB+/RR1';
  -- Senior unsecured rating 'B/RR5'.

Browning-Ferris Industries:

  -- IDR 'B+';
  -- Senior secured rating 'BB+/RR1'.

Fitch's ratings apply to approximately $6.2 billion in debt and a
$1.6 billion secured revolving credit facility.

The combination of the second- and third-largest U.S. waste
services companies will be a cashless, all-stock transaction, with
AW shareholders receiving 0.45 share of RSG common stock for each
share of AW common stock.  Subsequent to the merger, current AW
shareholders are expected own 52% of the company.  The merger is
expected to close in late 2008 following the standard U.S.
Department of Justice review.

Once merged, the combined entity will be the second-largest waste
services company behind Waste Management, Inc., with annual
revenue of over $9 billion.  The merged company will retain the
'Republic Services' name but will be headquartered at AW's current
facility in Phoenix, Arizona.  James E. O'Connor, RSG's Chairman
and CEO, will be Chairman and CEO of the merged company, while Don
Slager, AW's President and COO, will hold those titles at the
'new' Republic Services.

AW, AWNA and BFI currently have IDRs of 'B+', while RSG's IDR is
'BBB+'.  The placement of AW, AWNA and BFI on Rating Watch
Positive reflects expectations for significant improvement in the
merged company's credit profile relative to the standalone credit
profiles of the three issuers.  At March 31, AW and RSG had
combined debt of $8.4 billion and LTM EBITDA of $2.6 billion,
resulting in pro forma leverage of 3.3 times, compared with stand-
alone leverage of 3.9x for AW and 1.9x for RSG.

Leverage reduction will be a top priority for the merged company.  
Expectations are that the company will use its increased free cash
flow and any proceeds from operations divested as a result of DOJ
concerns toward the retirement of debt.  As a result, the merged
company's debt level could be meaningfully lower than RSG and AW's
combined current debt levels by year-end 2009.

The companies also plan to replace RSG's unsecured credit facility
and AW's secured credit facility with a single unsecured revolver,
which could be used to temporarily fund a portion of the debt
reduction.  The companies also plan to issue new senior unsecured
notes as part of the transaction, proceeds of which will likely be
used to fund a portion of the repayment of AW's outstanding term
loan debt.

Based on the transaction as currently contemplated, Fitch expects
the IDR of the merged parent company to be 'BBB-' upon successful
completion of the merger.  Subsidiary IDRs and individual issue
ratings will be based upon an analysis of structural subordination
within the company's capital structure and any cross-guarantee
agreements that may be entered into between the company's various
subsidiaries.

If, as planned, AW's secured credit facility is replaced by an
unsecured facility for the merged company, the collateral
requirements for BFI's secured debentures would also be removed.

This, in turn, will remove the collateral requirements from AWNA's
senior secured notes.  As a result, it is expected that both the
BFI debentures and the AWNA senior notes will become senior
unsecured obligations of the company subsequent to the merger.

The merger is expected to result in free cash flow that is higher
than the combined free cash flow of the two standalone companies
today, primarily through the achievement of improved operational
efficiencies and reduced selling, general and administrative
costs.

Operational efficiencies will largely result from better network
utilization, reorganization of regional management structures and
adoption of best practices from the two companies.  The decline in
SG&A costs will be driven primarily by a reduction in redundant
overhead expenses.

Tempering the synergy-driven free cash flow improvement somewhat
will be likely DOJ requirements to divest certain assets,
primarily landfill and/or commercial collection operations in
regions where RSG and AW both hold significant market share.

Although Fitch expects most integration activities to be
relatively straightforward, the merged company will face execution
risk as it combines the separate operations of the two companies.  
Organizational changes at the regional level and the
rationalization of information technology systems will be among
the more complicated integration tasks.

The merged company also will continue to be subject to AW's two
ongoing tax disputes with the Internal Revenue Service which could
result in substantial future cash taxes, interest payments and
penalties.

AW currently expects to makes payments to the IRS in 2008 to slow
the accrual of interest on one of the outstanding tax payments
currently in dispute.  The merged company could make additional
future payments related to the other IRS case as well, although
that case is at a relatively early stage in the process.

Once the merger has closed, Fitch will review the ratings of AW,
AWNA and BFI and resolve the Rating Watches.


ALOHA AIRLINES: Judge King Junks Motion to Pay Executive Bonuses
----------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Hawaii denied the request of Dane S. Field, interim chapter 7
trustee in the case of Aloha Airlines Inc. and its debtor-
affiliates, to implement a recovery incentive carve-out plan.

At a June 12, 2008 hearing, appearances were made by James Wagner,
Esq., for the case trustee, Dane S. Field, Cuyler Shaw, Esq., for
the State of Hawaii, Carol Muranaka for the Office of the U.S.
Trustee and Ted Pettit, Esq., for GMAC Commercial Finance LLC.  
Telephonic appearances were made by Douglas Lipke, Esq., for GMAC,
Alison E. Kowalski, Esq., for the International Association of
Machinist and Aerospace Workers, and Thomas Ciantra, Esq., for the
Air Line Pilots Association.

                      Case Trustee's Motion

Sale of Air Cargo Business

The case trustee related that when the Debtors filed their chapter
11 petition, Aloha provided commercial air passenger service based
in Hawaii.  The Debtors also provided cargo transportation
services and aviation contract services to various other airlines.  
The air cargo business handles 85% of the cargo traffic in the
State of Hawaii, including carrying mail among the Hawaiian
islands under a contract with the U.S. Postal Service.

With the Court's approval, the Debtors advanced a process for the
sale of certain assets, including the air cargo business.  On
March 27, 2008, the Debtors filed a bidding procedures motion
which the Court approved on April 8, 2008.

The Debtors obtained an initial offer for the air cargo business
from Saltchuk Resources Inc.  The Debtors proposed an auction
sale, but the sale was not successful.  The Debtors did not have
enough liquidity to operate their businesses.  On April 28, 2008,
the Debtors' case was converted to a chapter 7 liquidation
proceeding.

On May 1, 2008, the Court conducted various hearings and ruled,
among others, that the case trustee can continue to operate the
remaining businesses of the Debtors, including the air cargo
business.  The case trustee was also ordered to consummate the
sale of the contract service assets to Pacific Air Cargo LLC.

On May 2, 2008, the Court ordered the case trustee to advance
funds for the administration of estates and for the benefit of
unsecured creditors and to maintain business operations of air
cargo business through sale closing.  The order provides, among
others, for a carve out of 5% of the net sale proceeds from the
disposition of GMAC's collateral to pay certain fees and expenses.

Also, the case trustee filed a motion to sell the air cargo
business to Saltchuk Resources.  The case trustee also filed a
motion to reject collective bargaining agreements.  The Court
approved both the sale and rejection motion.

The case trustee consummated the closing of the sale of air cargo
business on May 14, 2008.

The Debtors continue to have significant remaining assets that
must be liquidated.  Since before the conversion of the cases to
chapter 7, members of the Debtors' senior management team, led by
Aloha president David Banmiller, and its chief financial officer,
Jeffrey Kessler, have been engaged in efforts to wind down and
liquidate the Debtors' assets, the case trustee said.

Proposed RICOP

GMAC has agreed to the RICOP so that senior management may
continue the wind down efforts, uninterrupted, for the benefit of
all parties-in-interest.  Specifically, GMAC has agreed that:

   a. GMAC will fund, solely from the proceeds of its collateral,
      certain sums based upon the recovery achieved from the
      liquidation of its collateral or known as incentive funds;

   b. the incentive funds will be paid 1/2 to Mr. Banmiller, 1/2
      to Mr. Kessler;

   c. the amount of the incentive funds will be determined based
      upon the permanent pay down of the outstanding GMAC
      obligations from the sale of the Debtors' assets from and
      after May 1, 2008 as:

      Pay Down                   Amount
      --------                   ------
      $29,750,000                $100,000
      $27,250,000                additional $200,000
      $24,750,000                additional $300,000
      $22,750,000                additional $400,000
      in excess of $22,750,000   additional 5% of the difference
                                 of $22,750,000 minus the amount
                                 of the obligations outstanding

The Debtors have loan obligations under a loan and security
agreement dated as of Feb. 17, 2006, as amended, with GMAC.

The case trustee said that the implementation of the RICOP will
help him to efficiently and successfully liquidate as much of the
Debtors' assets as quickly as possible.

According to the case trustee, the RICOP is limited to two
potential participants and the funds to be paid to them will be
made available by GMAC, from its recovery.  The estates, the case
trustee said, will not bear any expense related to the payments
under the RICOP, hence the RICOP need not comply with Section
503(c)(2) of the Bankruptcy Code.

Chuck C. Choi, Esq., is counsel to Dane S. Field, interim chapter
7 trustee.

                      ALPA Objects to Motion

ALPA, a major administrative creditor in the case, told the Court
that thousands of Aloha employees are out of work and struggling.  
The case trustee proposes to pay to the two highest Aloha
executives, Messrs. Banmiller and Kessler, who are being paid
their full executive pay, additional "incentives" for the pay down
of outstanding GMAC obligations.  While the case trustee's
representatives suggested in Court that these two individuals
would be retained for a fairly short period of time, the motion
proposes paying them whenever it takes place, including long after
they have left.  ALPA said it suspects any success in the efforts
will be due to the work of other individuals.

Whether or not GMAC is funding the RICOP, the estate should not be
sponsoring an inequitable, inefficient, and inappropriate program
that clearly violates Section 503(c)(2), ALPA said.

The case trustee appears to concede that the payments do not meet
the statutory requirements of Section 503(c) because they are not
part of a program generally applicable to all full-time employees,
and in addition the amount of payments will be more than ten time
the mean severance pay given to non-management employees during
the calendar year in which the payments are made, ALPA asserted.  
The case trustee argues that the statute does not apply because
GMAC is providing the funding, ALPA added.  However, any payment
to Mr. Banmiller or Mr. Kessler that is "allowed" and "paid" must
meet the requirements of Section 503(c)(2), ALPA said.

Herbert R. Takahashi, Esq., and Rebecca L. Covert, Esq., at
Takahashi, Vasconcellos & Covert and Richard M. Seltzer, Esq., and
James L. Linsey, Esq., at Cohen, Weiss and Simon LLP represent
ALPA.

                       About Aloha Airlines

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

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

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

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


AMERICAN HOME: S&P Downgrades Ratings on 19 Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 19
classes of mortgage pass-through certificates issued by American
Home Mortgage Investment Trust 2006-3, Terwin Mortgage Trust
2006-1, and Soundview Home Loan Trust 2005-B.  Concurrently, S&P
affirmed its ratings on two classes from Soundview Home Loan Trust
2005-B.
     
The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the May 2008 remittance period, cumulative losses, as a
percentage of the original pool balances, were 13.43% for American
Home Mortgage Investment Trust 2006-3 (loan group 4), 20.26% for
Terwin Mortgage Trust 2006-1 (loan group 2), and 14.44% for
Soundview Home Loan Trust 2005-B.
     
S&P believe the delinquency pipeline in these transactions
strongly suggests that monthly losses will continue to exceed
excess interest, thereby further compromising credit support.  
Overcollateralization for these three transactions has been
reduced to zero, and several subordinate classes have experienced
principal write-downs.  Total delinquencies (30-plus days,
foreclosures, and REOs) for the downgraded transactions, as a
percentage of the current pool balances, were 12.58% for American
Home Mortgage Investment Trust 2006-3 (loan group 4), 21.99% for
Terwin Mortgage Trust 2006-1 (loan group 2), and 24.84% for
Soundview Home Loan Trust 2005-B.  American Home Mortgage
Investment Trust 2006-3 is 17 months seasoned, Terwin Mortgage
Trust 2006-1 is 28 months seasoned, and Soundview Home Loan Trust
2005-B is 31 months seasoned.
     
S&P affirmed its ratings on two classes from Soundview Home Loan
Trust 2005-B based on loss coverage percentages that are
sufficient to maintain the current ratings despite the negative
trends in the underlying collateral for this deal.
     
Subordination and excess spread provide credit support for the
affected deals.  The collateral for these transactions primarily
consists of 30-year, fixed-rate, closed-end second-lien mortgage
loans secured by one- to four-family residential properties.


                         Ratings Lowered

              American Home Mortgage Investment Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2006-3              IV-A       B              AAA
        2006-3              IV-M-1     CCC            AA+
        2006-3              IV-M-2     CCC            AA
        2006-3              IV-M-3     CC             AA-
        2006-3              IV-M-4     CC             A+
        2006-3              IV-M-5     CC             A

                      Terwin Mortgage Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2006-1              II-A-1a    BB             AAA
        2006-1              II-A-1b    BB             AAA
        2006-1              II-G       BB             AAA
        2006-1              II-M-A     B              BBB+
        2006-1              II-M-1     CCC            BB
        2006-1              II-M-2     CC             B

                     Soundview Home Loan Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-B              M-3        A              AA-
        2005-B              M-4        BBB            A+
        2005-B              M-5        BB             A
        2005-B              M-6        BB             A-
        2005-B              M-7        B              BBB+
        2005-B              M-8        CCC            BBB
        2005-B              M-9        CC             BBB

                         Ratings Affirmed

                     Soundview Home Loan Trust

               Transaction         Class      Rating
               -----------         -----      ------
               2005-B              M-1        AA+
               2005-B              M-2        AA


AMERICAN INTERNATIONAL: Units Selling 50% Stake in InterGen N.V.
----------------------------------------------------------------
American International Group Inc.'s affiliates, disclosed that AIG
Highstar Capital II L.P. and certain of its investment affiliates
have agreed to sell their 50% ownership interest in InterGen N.V.
to GMR Infrastructure Limited for an undisclosed amount.

AIG Highstar Capital II L.P. is managed by AIG Investments and
Highstar Capital which are AIG's subsidiaries.

"The sale of our interests in InterGen continues a decade-long
track record of successfully investing in infrastructure assets
and businesses with sustainable downside protection, coupled with
upside potential," Christopher H. Lee, Highstar Founder and
Managing Partner, stated.

"The investment was led for Highstar by Partners John Stokes and
Michael Miller, who were instrumental in working with InterGen
management to add value, including hands-on practical input to the
business' operations," Mr. Lee added.  "We exit our investment
leaving InterGen as a strong, well-capitalized company under the
exceptional leadership of CEO Neil H. Smith and his very capable
team."

"We have greatly enjoyed working with management and our partners
at OTPP during our ownership of InterGen," Mr. Lee continued.  
"We are confident that GMR will be a great new partner for
InterGen as it continues to the next level of well-deserved
success."

The transaction is expected to close in the third quarter of 2008,
subject to regulatory approvals.

Lehman Brothers acted as financial advisor to Highstar and Sidley
Austin LLP acted as Highstar's legal council.

                        About InterGen N.V.

Headquartered in the Netherlands, InterGen N.V., is a power
generation company with operating power plants located across five
countries with total gross capacity of 12,766 MW.  InterGen's
operating plants are located in the UK, The Netherlands, Mexico,
Australia and the Philippines.  These facilities include 5,280 net
equity MW in operation, 428 MW under construction, 523 MW under
agreement.  InterGen was formed in 1995 and was purchased by
Highstar and the Ontario Teachers' Pension Plan in 2005.

                 About GMR Infrastructure Limited

Headquartered in India, GMR Infrastructure Limited (BOM:532754) --
http://www.gmrgroup.co.in/-- is a holding company with  
investments wholly in special purpose companies engaged in
specific infrastructure projects.  GIL operates in four segments:
airports, energy, roads and others.

              About American International Group Inc.

Headquartered in New York City, American International Group Inc.
(NYSE: AIG) 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.

AIG Investments is an asset management with capabilities in
equity, fixed income, hedge, private equity, and real estate
investments.  Member companies of AIG Investments manage more than
$750 billion in assets and employ over 2,500 professionals in 46
offices around the world as of March 31, 2008.  AIG Investments is
the asset management arm of American International Group Inc.

Highstar Capital is an infrastructure investor.  Highstar manages
over $4.5 billion of capital commitments from leading
institutional investors, including through its third generation
private equity fund, AIG Highstar Capital III.  Both AIG Highstar
II and AIG Highstar III are sponsored by AIG Investments.

                          *     *     *

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.


AMERICAN TECHNOLOGIES: Defers Closing Date for Stock Purchase Pact
------------------------------------------------------------------
American Technologies Group Inc. entered into an amendment to a
Stock Purchase and Sale Agreement, dated April 7, 2008, extending
the period to close through Aug. 31, 2008.  The April 7 Purchase
Agreement contained a clause allowing it to be terminated by NTS-
WIT, Holdings, LLC if closing was not consummated prior to May 31,
2008.  Because no such closing has occurred, an amendment was
reached by both parties.

As disclosed in the Troubled Company Reporter on April 16, 2008,
American Technologies, as the owner of all of the issued and
outstanding shares of Omaha Holdings Corp., Omaha Holdings Corp.
and NTS-WIT Holdings LLC entered into a Stock Purchase and Sale
Agreement pursuant to which Omaha Holdings agreed to sell to NTS-
WIT Holdings all of its issued and outstanding shares in wholly
owned North Texas Steel Company Inc. and Whitco Poles Inc.

The shares comprise substantially all of the assets of Omaha
Holdings, and the issued and outstanding shares of stock of Omaha
Holdings, comprise substantially all of the assets of the company.

NTS-WIT Holdings is a wholly owned subsidiary of Laurus Master
Fund Ltd.  As disclosed in the company's Quarterly Report on Form
10-QSB for the quarter ended Jan. 31, 2008, the company received a
notice of default with respect to its current obligations due to
Laurus and a demand for the immediate payment of all past due
amounts owned to Laurus in the amount of $13,580,810.

A full-text copy of the Amendment to the Stock Purchase and Sale
Agreement, dated June 9, 2008, is available for free at:

               http://ResearchArchives.com/t/s?2e92

A full-text copy of the Stock Purchase and Sale Agreement, dated
April 7, 2008, is available for free at:

               http://researcharchives.com/t/s?2a8d    

Based in Fort Worth, Texas, American Technologies Group Inc.
(NASDAQ: ATEG) -- was engaged, prior to 2001, in the development,
commercialization and sale of products and systems using patented
and proprietary technologies including catalyst technology and
water purification.

The company largely ceased operations during 2001 and began
focusing efforts on restructuring and refinancing.  In September
2005, the company entered into various financing transactions and
acquired North Texas Steel Company Inc., an AISC Certified
structural steel fabrication company based in Fort Worth, Texas.

On April 25, 2006, the company purchased certain assets of Whitco
Company LP, a business conducting the sale and distribution of
steel and aluminum lighting poles.  The Whitco assets are held in
a separate subsidiary called Whitco Poles Inc.

American Technologies Group Inc.'s consolidated balance sheet at
Jan. 31, 2008, showed $17,747,188 in total assets and $23,753,019
in total liabilities, resulting in a $6,005,831 total
stockholders' deficit.

                       Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about American
Technologies Group Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended July 31, 2007.  The auditing firm reported that the
the company has suffered recurring losses and is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.


AMP'D MOBILE: Committee Can Hire Polsinelli Shalton as Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Amp'd Mobile
Inc.'s Chapter 11 case sought and obtained authority from the  
U.S. Bankruptcy Court for the District of Delaware to retain
Polsinelli Shalton Flanigan Suelthaus P.C., as its co-counsel,
nunc pro tunc to the Debtor's bankruptcy filing.

The Committee retained Otterbourg Steindler Houston & Rosen P.C.
as its lead counsel and Klehr Harrison Harvey Branzburg & Ellers
LLP as its co-counsel.  Christopher A. Ward, Esq., has ceased its
employment with Klehr Harrison on May 9, 2008.  Mr. Ward opened
the Wilmington office for Polsinelli on May 10, 2008.

Given Mr. Ward's intimate involvement with most matters related
to the Debtor's Chapter 11 case, the Committee has determined to
retain Polsinelli, effective May 12, 2008, as its co-counsel.  
Klehr Harrison will continue to monitor the Debtor's Chapter 11
case until Polsinelli's retention is approved by the Bankruptcy
Court.

Polsinelli is expected to:

   a) assist, advise and represent the Committee in its
      consultation with the Debtor relative to the
      administration of this Chapter 11 case;

   b) assist, advise and represent the Committee in analyzing
      the Debtor's assets and liabilities, investigating the
      extent and validity of liens and participating in and
      reviewing any proposed asset sales or dispositions;

   c) attend meetings and negotiate with the representatives
      of the Debtor and secured creditors;

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

   e) assist the Committee in the review, analysis and
      negotiation of any plans of reorganization that may be
      filed and to assist the Committee in the review, analysis
      and negotiation of the disclosure statements accompanying
      any plans of reorganization;

   f) assist the Committee in the review, analysis, and
      negotiation of any financing or funding agreements;

   g) take all necessary action to protect and preserve the
      interests of the Committee, including, without limitation,
      the prosecution of actions on its behalf, negotiations
      concerning all litigation in which the Debtor is involved,
      and review and analysis of all claims filed against the
      Debtor's estate;

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

   i) appear as appropriate, before the Court, the Appellate
      Courts, and other Courts in which matters may be heard and
      to protect the interests of the Committee before said
      Courts and the United States Trustee; and

   j) perform all other necessary legal services in the Debtor's
      case.   

The Polsinelli professionals designated to represent the
Committee and their current hourly rates are:

     Professional                           Hourly Rate
     ------------                           -----------
     Christopher A. Ward, Esq.                 $330
     Caretta Whitten                           $125

Christopher A. Ward, Esq., a Polsinelli professional, assured the
Court that his firm neither holds nor represents any interest
adverse to the Debtor's estate, creditors or equity holders and
thus, is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

                       About Amp'd Mobile

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual   
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm, represent the Debtor in its restructuring efforts.  
Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and
Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the
Official Committee of Unsecured Creditors.  In its schedules filed
with the Court, the Debtor listed total assets of $47,603,629 and
total debts of $164, 569,842.  The Debtor's exclusive period to
file a plan expired on Sept. 29, 2007.  The Debtor is in the
process of selling various assets. (Amp'd Mobile Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


ART LINE: Public Sale of Assets to be Held on June 30
-----------------------------------------------------
Secured creditor, LaSalle Bank National Association or its
assignee will hold a public sale of the assets of Art Line Inc. on
June 30, 2008, at 10:00 a.m.

Assets for sale include inventory, goods, equipment, furniture,
and fixtures.

Art Line has granted a security interest in all of its assets to
the lender to secure its obligations of at least $3,912,000.  As
of June 18, 2008, Art Line is in default of those obligations.

Information regarding the sale may be obtained from Mitchell Rasky
at (312) 904-8858.


ASARCO LLC: Believes It Has Right to Receive $40.4 Mil. Tax Refund
------------------------------------------------------------------
ASARCO LLC and Americas Mining Corporation filed separate briefs
with the U.S. Bankruptcy Court for the Southern District of
Michigan regarding their dispute over the ownership of a
$40,479,421 tax refund from the Department of Treasury, Internal
Revenue Service.  The Tax Refund stems from overpayments made
from tax years 1987 to 1989 by ASARCO Incorporated New Jersey,
ASARCO LLC's predecessor.

        ASARCO NJ's Assets Were Transferred to ASARCO LLC

ASARCO LLC maintained that it is entitled to receive the Tax
Refund, plus interest, because, the 2005 merger of ASARCO NJ and
ASARCO LLC provides that "ASARCO LLC will possess all the rights,
privileges, and immunities, powers and franchises, of a public as
well as of a private nature of [both ASARCO NJ and ASARCO LLC],
and all property, real, personal and mixed, all debts due on
whatever account, including subscriptions to ownership interests
and all other choses in action, and all and every other interest
of, or belonging to, [ASARCO NJ and ASARCO LLC] will be taken and
deemed to be transfered to and vested in [ASARCO LLC] without
further act or deed."

ASARCO LLC further maintained that the Tax Sharing Agreement
among Asarco Incorporated and its affiliates provides that if
Asarco Inc. receives the Tax Refund, it is required to pay over
the Refund to ASARCO LLC without set-off.

        TSA Amendments Contradicts ASARCO LLC's Theory

AMC and Asarco Inc. argued that amendment to the TSA entered on
February 17, 2005, contradicts ASARCO LLC's theory that it is
entitled to the Refund whether or not the terms of the TSA are
enforced.  The Amendment confirms that ASARCO LLC is to receive
the Refund only after the Refund is distributed to Asarco Inc.
and certain professional fees are deducted, Trey A. Monsour,
Esq., at Haynes and Boone, LLP, in Houston, Texas, said.

Pursuant to the TSA, the parties expressly agreed that AMC would
file a consolidated tax return that would include ASARCO NJ.  As
the agent of the consolidated tax group, AMC would pay taxes for
the whole group, recover refunds from the IRS, as appropriate,
and set off amounts it owed to any member of the ASARCO Subgroup
against any amounts owed by any other member of the ASARCO
Subgroup, Mr. Monsour noted.

AMC and Asarco Inc. maintained that, based on principles of law
and equity, the Court should reject ASARCO LLC's effort to
realize an unjust enrichment, which will come at the expense of
Asarco Inc.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates have until July 2, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News, Issue No. 74;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASAT HOLDINGS: To Delist from Nasdaq; OTC Trading to Continue
-------------------------------------------------------------
ASAT Holdings Limited disclosed that its American Depositary
Shares will continue trading on the OTC Bulletin Board under the
symbol "ASTTY.OB".

The OTC Bulletin Board is a quotation service that displays real-
time quotes, last-sale prices and volume information in over-the-
counter securities.  The Financial Industry Regulatory Authority,
a self-regulatory organization of the securities industry,
oversees the OTC Bulletin Board.

Separately, the Nasdaq Stock Market announced that it will file a
Form 25 with the U.S. Securities and Exchange Commission to
formally complete the delisting of the company's ADS from The
Nasdaq Stock Market.  This action will have no impact on ASAT's
continued trading on the OTC Bulletin Board.

Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- provides semiconductor   
package design, assembly and test services.  With 19 years of
experience, the company offers a definitive selection of
semiconductor packages and manufacturing lines.  ASAT's advanced
package portfolio includes standard and high thermal performance
ball grid arrays, leadless plastic chip carriers, thin array
plastic packages, system-in-package and flip chip.  ASAT was the
first company to develop moisture sensitive level one capability
on standard leaded products.  

The company has operations in the United States, Hong Kong, China
and Germany.

                          *     *     *

Standard & Poor's placed ASAT Holdings Limited's long term
foreign and local issuer credit ratings at 'CCC-' in September
2007.  The outlook is negative.


ASHMORE ENERGY: S&P Rates $250MM Senior Unsecured Notes 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on the emerging markets energy infrastructure
company Ashmore Energy International and assigned its 'B' rating
and '5' recovery rating to AEI's $250 million senior unsecured
notes due 2018.  The one-notch differential reflects the junior
claim of the senior unsecured debt with respect to secured debt at
the company.  The company will use proceeds from the issuance to
pay down outstanding revolver draws.  S&P also revised the outlook
to positive from stable.

In addition, S&P raised the senior secured rating to 'BB' from
'B+', and changed the recovery rating to '1' from '3'.
     
AEI, a Cayman Islands holding company, is majority owned by funds
that have, directly or indirectly, appointed Ashmore Investment
Management Ltd. (unrated), a subsidiary of Ashmore Group PLC
(unrated), as their investment manager.  AEI has ownership
interests and managerial responsibilities in 37 energy assets in
19 countries. AEI's investment companies serve about 6.3 million
customers through about 22,000 miles of gas and liquids pipelines,
about 100,000 miles of electric transmission and distribution
lines, and more than 2,000 megawatts of generating capacity.  As
of March 31, 2008, AEI had about $1.4 billion in rated debt,
including nearly $970 million of senior secured term B loan debt,
$450 million of revolver draws; and about $327 million of
subordinate pay-in-kind debt obligations that are not rated.
     
The positive outlook factors in distributions from AEI's portfolio
of assets that have met projected performance.  Still, the track
record is relatively short and precludes a rating upgrade in the
short to medium term, especially because several large
acquisitions have yet to be fully integrated.  A rating upgrade is
also predicated on AEI's ability to further diversify its markets
and stabilize its financial profile and policies along with
improved cash quality, which is a key measure for power
developers.
     
S&P expect the company to continue to grow, and expect that new
projects will be funded from a judicious mix of equity and debt,
while at the same time maintaining adequate liquidity.  S&P could
revise the outlook to stable, and lower the rating, if AEI pursues
large debt-funded acquisitions or cannot bolster its liquidity
concomitant with its growth strategy.  Geopolitical uncertainties
in its primary markets, such as in Bolivia recently, would detract
from credit and could also influence the rating.  


ATA AIRLINES: Wants Court to Establish Aug. 15 as Claims Bar Date
-----------------------------------------------------------------
Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, ATA Airlines, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Indiana to:

   (1) establish August 15, 2008, 5:00 p.m., as the deadline
       for creditors to file their proofs of claim against the
       estate;

   (2) establish September 29, 2008, as the deadline for
       governmental units to file their proofs of claims; and

   (2) fix the later of August 15, 2008, or give creditors 30
       days after receiving a notice of amendment of the
       airlines' schedules of assets and liabilities, to file
       their proofs of claim in connection with the amendment.

In connection with the rejection of its executory contracts and
unexpired leases, ATA Airlines asks the Court to (i) fix the
later of August 15, 2008; or (ii) give the creditors 30 days
after entry of an order approving the rejection, as the deadline
for filing their proofs of claim.

Terry Hall, Esq., at Baker & Daniels LLP, in Indianapolis,
Indiana, says the airlines needs complete and accurate
information about the nature, amount and status of all claims
being asserted to develop a comprehensive Chapter 11 plan.

Creditors holding these prepetition claims are required to file
on or before the Bar Dates:

   * secured, unsecured priority or general unsecured claims;

   * claims that are listed as disputed, contingent or
     unliquidated in ATA Airlines' schedules of assets and
     liabilities;

   * claims improperly classified in the schedules or are
     listed in an incorrect amount; and

   * claims that are not listed in the schedules.

Creditors holding claims that have been (i) properly and timely
filed with the Court; (ii) previously allowed by and paid
pursuant to a court order; and are (iii) allowable as
administrative expenses, are not required to file by the Bar
Bates, according to Ms. Hall.

Any creditor that fails to timely file a claim will be barred
from asserting its claim, will not be permitted to vote for or
against the plan, and will not receive any distribution on
account of its claim, Ms. Hall further says.

ATA Airlines intends to mail the notice of the Bar Dates to all  
creditors and have it published in USA Today, Financial Times and
Honolulu Advertiser, 30 days before August 15, 2008.

                      About ATA Airlines

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

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

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

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

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

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

(ATA Airlines Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: Wants to Sell Chicago and Indianapolis Properties
---------------------------------------------------------------
ATA Airlines, Inc. seeks the approval of the U.S. Bankruptcy Court
for the Southern District of Indiana to conduct separate auctions
of its personal properties located in its facilities in Chicago
and Indianapolis.

The properties that are up for auction include vehicles, office
furnishings and supplies, and computer equipment, among other
things.  Aircraft-related assets are not included in the
auctions.

ATA Airlines intends to conduct the auction of its personal
properties in Chicago starting at 10:00 a.m., Central time, on
July 24, 2008, at 6648 S. Narragansett Avenue, in Bedford Park,
Illinois.  Meanwhile, its properties in Indianapolis are slated
for auction beginning at 10:00 a.m., Eastern Time, on July 22,
2008, at 7337 West Washington, Buildings 2 and 3, in
Indianapolis, Indiana.

Properties will be available for public preview a day before the
auctions from 10:00 a.m. to 3:00 p.m.

ATA Airlines proposes to conduct the auctions pursuant to these
terms:

   (1) Payment may be made by cash, visa, MasterCard, Amex or
       Discover cards.  Checks will be accepted with
       accompanying bank letter of guarantee only.

   (2) If there is any dispute between two or more bidders,
       the auctioneer would decide the successful bidder, or  
       would put the lots up for sale again.

   (3) Everything is sold "as is" or "where is" with no
       warranties, representation or guarantees expressed,
       implied, or otherwise given.

   (4) Sales tax will be charged and collected on all purchases.

   (5) Absentee or proxy bids may be presented to the auction
       company in writing and must be accompanied by credit or  
       debit card number, which will be verified for the
       bidder's maximum bid amount and appropriate buyer's
       premium before the sale.  The bidder may deliver to the
       auctioneer the maximum bid amount in certified funds, to
       be refunded in full if it is not the successful bidder.

   (6) Removal of purchased items is at the expense, liability,
       and risk of the purchaser.

Pyramid Auction Services, Inc., will serve as coordinator for the
auctions.  As payment for its services, Pyramid will get a 4%
commission of the net sale proceeds.  It will also be reimbursed
a credit card processing fee of 2.88% for any purchase made by
credit card, and up to $5,200 per auction for the costs it may
incur for advertising those auctions.

                      About ATA Airlines

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

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

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

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

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

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

(ATA Airlines Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATLANTIC BROADBAND: Moody's Keeps B2 Probability of Default Rating
------------------------------------------------------------------
Moody's Investors Service affirmed Atlantic Broadband Finance,
LLC's B2 corporate family rating, B2 probability of default rating
and stable outlook.  Additionally, Moody's assigned an SGL-2
speculative grade liquidity rating, reflecting the company's
"good" liquidity profile as projected over the forward 12-month
period.

Since debt-financing the company's G Force, LLC acquisition in
November 2006 and subsequently issuing a debt-financed dividend to
its private equity sponsors in March 2007, Atlantic Broadband has
grown its subscriber base, upgraded and enhanced its product
offerings throughout its multi-system network, and improved
operating performance.

Despite this performance, the company remains highly leveraged at
more than 6x Moody's adjusted debt-to-EBITDA, with minimal free
cash flow production to reduce debt levels.  Additionally, the
company's small scale and ongoing competition from DBS, telecom
and even large cable competitors in various regions continues to
constrain the company's ratings.

Despite these constraints, the ratings or outlook could ultimately
face upward pressure should the company de-lever below 5.5x and
improve free cash flow-to-debt to 3% or greater on a sustained
basis while maintaining strong operating performance and growth
rates in new product offerings.

These ratings were affirmed:

  -- Corporate family rating -- B2
  -- Probability of default rating -- B2

  -- $90 million senior secured revolving credit facility due
     2010, B1 (LGD3, 38%)

  -- $448 million senior secured term loan due 2011, B1 (LGD3,
     38%)

  -- $150 million 9 3/8% senior subordinated notes due 2014, Caa1
     (LGD5, 89%)

  -- Stable outlook

The following rating was assigned:

  -- SGL-2

The SGL-2 speculative grade liquidity rating reflects the
company's modest projected level of internally generated
liquidity, good availability on its $90 million revolving credit
facility due 2010, modest cushion in the company's financial
maintenance covenants, and limited availability of alternate
liquidity in the form of non-core assets which the company could
easily monetize.

The company had a cash balance of approximately $3.5 million as of
March 31, 2008 and produced negative free cash for the last twelve
months as of March 31, 2008.  Although the company typically
produces positive cash from operations with approximately
$48 million for the last twelve months as of March 31, 2008, high
levels of capital spending to integrate the Aiken, SC system as
well as $10 million in additional dividends beyond the one-time
amount paid to sponsors in March 2007 has left the company with
flat to negative free cash flow production.

However, Moody's notes that the company's integration of Aiken, SC
is largely complete and new products including high speed data and
telephony are now available to greater than 98% and 91% of
subscribers, suggesting capital spending levels may decline
through the remainder of the year and thereby result in the
generation of positive free cash flow.

Headquartered in Quincy, Massachusetts, Atlantic Broadband
Finance, LLC is a multiple system operator serving approximately
288,000 cable subscribers across Western Pennsylvania, Maryland,
Delaware, Miami Beach, and South Carolina.  The company had
$259 million in revenues for the last twelve months ended March
31, 2008.


ATLAS PIPELINE: S&P Assigns 'B-' Rating on Proposed $300MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to Atlas Pipeline Partners L.P.'s proposed $300 million
senior unsecured notes due 2018 debt and  assigned its '6'
recovery rating to this debt.  At the same time, for the company's
$294 million senior unsecured notes due 2013, S&P lowered its
rating to 'B-' from 'B' and revised its unsecured recovery rating
to '6' from '5'.  In addition, S&P affirmed APL's corporate credit
rating of 'B+', senior secured debt ratings of 'BB-', and secured
recovery rating of '2'.  The outlook is stable.
     
The senior unsecured debt rating is two notches lower than the
'B+' corporate credit rating.
     
"The differential between the corporate credit rating, which
indicates the risk of default at APL, and the senior unsecured
debt reflects our view of the unsecured lender's weaker prospects
for recovery upon default.  Under our default scenario, we assume
a fully drawn revolver that, along with the secured term loan, is
expected to absorb most of APL's enterprise value," said Standard
& Poor's credit analyst Michael Grande.
     
The '6' recovery rating indicates that lenders can expect
negligible (0%-10%) recovery in the event of a payment default.  
The '2' recovery rating indicates that lenders can expect
substantial (70%-90%) recovery if an event of default occurs.  APL
will use note proceeds to refinance outstandings under its
revolver and pay down its term loan.
     
The ratings actions follow APL's announcement that it intends to
unwind about 86% of its crude oil collars that extend through 2009
at a cost of about $250 million.  The crude hedges are deeply out
of the money given recent price increases and were used to hedge
APL's natural gas liquids volumes, which have become less
correlated to oil prices.  While S&P generally view the
transaction as neutral for credit, the additional equity could
pressure the company's distribution growth plans in 2008 and could
result in lower distribution coverage this year that would erode
internal liquidity if APL cannot execute its current operating
plan.  However, S&P estimate distribution coverage of about 1.3x
for 2008 based on its view that APL's current plan is achievable.
     
Moon Township, Pennsylvania-based APL is a midstream master
limited partnership that gathers, processes, and transports
natural gas in the Mid-Continent and Appalachian regions.  The
company had debt of $1.3 billion as of March 31, 2008.
     
The outlook is stable.  An increase in cash flow leading to
sustained FFO to debt in the low 20% area, distribution coverage
above 1.2x, and total debt to EBITDA consistently below 4x could
result in a positive outlook or a higher rating.  A higher rating
also depends on the company's ability to implement a more
effective risk-management strategy to stabilize volatile gathering
and processing cash flows.  S&P could change the outlook to
negative or lower the ratings if FFO to debt falls below 12% for
an extended period, distribution coverage is consistently below
1.2x, or if more aggressive financial policies significantly
increase its business and financial risk profile.


ATMOSPHERIC GLOW: Seeks Court Permission to Sell Assets
--------------------------------------------------------
News Sentinel reports that Atmospheric Glow Technologies Inc. is
seeking permission from the bankruptcy court to sell all its
assets to Genesis Industries Inc. for $200,000, excluding its
public shell firm.

The U.S. Bankruptcy Court for the Eastern District of Tennessee
scheduled a hearing on the proposed sale for July 10, the report
said citing a Securities and Exchange Commission filing.

Atmospheric Glow Technologies filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Eastern District
of Tennessee on March 27, 2008.  

             About Atmospheric Glow Technologies Inc.

Based in Knoxville, Tenn., Atmospheric Glow Technologies Inc.
(OTC:AGWT) --  http://www.atmosphericglow.com/-- is a market  
driven science and  engineering company focused on realizing the
commercial potential of OAUGDP(R) technology, a proprietary method
of creating plasma chemistry in air at atmospheric pressure.
Management believes that OAUGDP(R) is an exciting breakthrough
technology offering capabilities that other plasma technologies do
not provide.  Thomas Lynn Tarpy, Esq. at Hagood Tarpy & Cox, PLLC
represents the Debtor.  When the Debtor filed for bankruptcy, it
listed estimated assets of $500,000 to $1 million and estimated
debts of $1 million to $10 million.


AURIGA LABORATORIES: Frank Greico Reverts to Financial Chief Role
-----------------------------------------------------------------
On January 2008, Auriga Laboratories Inc. disclosed the
appointment of Frank Greico to the position of chief executive
officer and election as a director of the Board of directors of
the company.  Mr. Greico assumed the position of chief executive
officer in addition to his role as chief financial officer.  Also,
at that time, the board elected Elliot Maza, JD, CPA, to the
office of Chairman of the Board.

The board has determined that it is in the best interests of the
company's employees, creditors and shareholders to separate the
roles of chief executive officer and chief financial officer.  
Therefore, effective June 16, 2008, Mr. Greico is reverting to his
role of chief financial officer, at the compensation level
specified in his contract for such role, and the board is
considering candidates to fill the position of chief executive
officer.  In the interim, Mr. Maza will increase his participation
in the management of the company and will resign from the Audit
Committee of the coard.

Mr.  Maza became a director in May 2007, and Chairman of the Board
on Jan. 23, 2008.  He also serves as Chairman of the board's Audit
Committee and a member of the Compensation Committee.  Mr. Maza is
a licensed C.P.A. and attorney and has extensive experience in the
pharmaceutical and drug development industries.  Mr. Maza is
currently President and Chief Financial Officer and a member of
the Board of Directors of Intellect Neurosciences, Inc.  Prior to
joining Intellect, from December 2003 to May 2006,  Mr. Maza was
Chief Financial Officer of Emisphere Technologies.  Previously, he
was a partner at Ernst and Young LLP and a Vice President at
Goldman Sachs, Inc., and JP Morgan Securities, Inc.  Mr. Maza also
practiced law at Sullivan and Cromwell.  Mr. Maza received his
J.D. degree from the University of Pennsylvania Law School and his
Bachelor of Arts from Touro College.

Based in Norcross, Georgia, Auriga Laboratories Inc. (OTC BB:
ARGA) -- http://www.aurigalabs.com/-- is a specialty    
pharmaceutical company building an industry changing commission-
based sales model targeting over 2000 filled territories by 2009.  
The company's high-growth business model combines driving revenues
through a variable cost commission-based sales structure,
acquisition and development of FDA approved products, all of which
are designed to enhance its growing direct relationships with
physicians nationwide.  Auriga's current product portfolio
includes 27 marketed products and 6 products in development
covering various therapeutic categories.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2007,
Williams & Webster P.S., in Spokane, Wash., raised substantial
doubt about Auriga Laboratories Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditor pointed
to the company's substantial operating losses since inception,  
negative working capital, and limited cash resources.


BAYOU GROUP: Convicted Executive on the Run After Faking Suicide
----------------------------------------------------------------
Federal investigators have declared that they are running after
fugitive Samuel Israel III, the former hedge fund manager of Bayou
Group LLC who was convicted of defrauding investors, various
reports said.

Mr. Israel was sentenced to 20 years in prison last month by Judge
Colleen McMahon of the U.S. District Court for the Southern
District of New York.  As reported in the Troubled Company
Reporter on April 16, 2008, Israel was also ordered to pay
restitution for $300 million for duping investors of more than
$450 million through false misrepresentation of Bayou Group's
financial condition.

According to the Associated Press, Mr. Israel had said to the
Court that serving the 20-year sentence in prison was
"distasteful" and had wished for suicide.  Yet, he eventually
settled for the prison term.

On the surrender date, authorities found his sports utility
vehicle abandoned on a bridge over the Hudson River in New York,
with the words "Suicide is Painless" on the hood of the vehicle,
the AP related.  Police scoured the area, but no signs of his body
were found, leading police to suspect that the suicide attempt was
a hoax and that Samuel Israel was on the run.

"The investigation is solely a fugitive investigation now,"
Reuters quoted a law enforcement officer familiar with the matter.

                      Girlfriend Helps Escape

Federal investigators arrested Debra Ryan, Samuel Israel's
girlfriend, after knowing that she contributed to Israel's failure
to surrender to authorities, Bloomberg reported.

Ms. Ryan appeared before the U.S. District Court in White Plains,
New York, but was released on a $75,000 bail, said Bloomberg.  Ms.
Ryan admitted that she had helped Israel modify a recreational
vehicle days before Israel was to report to a Massachusetts
penitentiary for his prison term.  On June 9, the surrender date,
Ms. Ryan accompanied Mr. Israel to park the RV in a rest stop, and
subsequently drove Mr. Israel back to his home.  Mr. Israel did
not report to authorities that day, Bloomberg related.

The U.S. Marshals Service has already posted information about Mr.
Israel to the public.  The investigators disclosed that Mr. Israel
occasionally uses the aliases "Sam Ryan" and "David S. Clapp", and
is addicted to painkillers, among other information.

                        About Bayou Group

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

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

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

As reported in the Troubled Company Reporter on April 16, 2008,
Bayou Group and its debtor-affiliates delivered 47 adversary
complaints to the Honorable Adlai S. Hardin Jr. of the U.S.
Bankruptcy Court for the Southern District of New York, seeking to
recover certain fraudulent transfers made by investors against the
Debtors.  The Bayou entities include Bayou Management LLC, Bayou
Advisors LLC, Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund,
Bayou No Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou
Accredited Fund LLC.

The Debtors related that these adversary proceedings arose from
a massive fraudulent investment scheme committed by the Bayou
entities, which controlled private pooled investment hedge funds.


BE AEROSPACE: S&P Places 'BB+' Rating on Proposed $500MM Sr. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
BE Aerospace Inc.'s (BBB-/Stable/--) proposed $850 million senior
secured credit facilities, consisting of a $350 million revolver
and a $500 million term loan, maturing in 2013 and 2014,
respectively.  The 'BBB-' rating on the existing senior secured
credit facility will be withdrawn upon closing.
     
S&P also assigned its 'BB+' rating to BE Aerospace's proposed
$500 million senior unsecured notes due 2018, a shelf drawdown.  
This rating is one notch below the corporate credit rating, as the
senior secured debt will be about 25% of the company's adjusted
assets, thus reducing recovery prospects for unsecured creditors.  
BE Aerospace will use proceeds of the term loan and the notes,
combined with its common stock (6 million shares to be issued
based on current prices), to acquire Honeywell International
Inc.'s (A/Stable/A-1) Consumables Solutions distribution business
for about $1.05 billion.
     
"The ratings on BE Aerospace reflect the company's position as the
largest manufacturer of aircraft cabin interior products and
appropriate credit protection measures, pro forma for the HCS
transaction," said Standard & Poor's credit analyst Roman Szuper.  
This is offset by risks associated with the cyclical global
airline industry, which is Wellington, Florida-based BE
Aerospace's primary customer base and accounts for 80%-85% of
sales, and the potential for additional acquisitions.


Ratings List

BE Aerospace Inc.
  Corporate Credit Rating                   BBB-/Stable/--

Ratings Assigned

BE Aerospace Inc.
  $350 Mil. Revolving Credit  
    Facility Due 2013                       BBB-

  $500 Mil. Term Loan Facility Due 2014     BBB-
  $500 Mil. Sr. Unsecured Notes Due 2018    BB+


BIOMETRX INC: March 31 Balance Sheet Upside-Down by $2,994,678
--------------------------------------------------------------
BioMETRX Inc.'s consolidated balance sheet at March 31, 2008,
showed $1,362,809 in total assets and $4,357,487 in total
liabilities, resulting in a $2,994,678 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $345,982 in total current assets
available to pay $4,357,487 in total current liabilities.

The company reported a net loss of $1,436,262 on net revenues of
$2,743 for the first quarter ended March 31, 2008, compared with a
net loss of $3,011,147 on zero revenues in the correponding period
in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e9a

                       Going Concern Doubt

Wolinetz, Lafazan & Company, P.C., in Rockville Centre, New York,
expressed substantial doubt about BioMetrx Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing frim
reported that the company's operations have generated recurring
losses and cash flow deficiencies for the years ended Dec. 31,
2007, and 2006.  In addition, the auditing firm said that as of
Dec. 31, 2007, the company has a significant working capital
deficit and stockholders' deficit.

                       About BioMETRX Inc.

Headquartered in Jericho, New York, BioMETRX Inc. (OTC BB: BMRX)
-- http://www.biometrx.net/-- through its wholly owned  
subsidiaries, designs, develops, engineers and markets biometrics-
based products for the consumer home security, consumer
electronics, medical records and medical products markets.


BUCK-A-ROO$ HOLDING: Posts $728,178 Net Loss in 2008 First Quarter
------------------------------------------------------------------
Buck-A-Roo$ Holding Corp. reported a net loss of $728,178 on total
revenue of $764,317 for the first quarter ended March 31, 2008,
compared with a net loss of $40,000 on zero revenue for the same
period last year.

The results of operations for the quarter ended March 31, 2007,
represent the operations of the company's predecessor, Deja Foods
Inc.  The company had no revenue for the quarter ended March 31,
2007, because the company's predecessor was undergoing bankruptcy
proceedings.

At March 31, 2008, the company's consolidated balance sheet showed
$4,249,897 in total assets, $1,217,145 in total liabilities, and
$3,018,153 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $628,650 in total current assets
available to pay $699,681 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?2e76

                       Going Concern Doubt

Grobstein, Horwath & Company LLP, in Sherman Oaks, California,
expressed substantial doubt about Buck-A-Roo$ Holding
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 reported that the company incurred a net loss of
$65,900 during the period from inception (Dec. 14, 2007) to
Dec. 31, 2007.  In addition, the auditing firm said that the
company only recently emerged from bankruptcy proceedings.

                    About Buck-A-Roo$ Holding

Based in Van Nuys, Calif., Buck-A-Roo$ Holding Corp. (OTC BB:
BRHC) formerly Deja Foods Inc., is an extreme value retailer of
food and general merchandise with an emphasis on highly consumable
products that trigger repeat ordering and frequent customer
visits.  Buck-A-Roo$ operates three locations in Los Angeles
County, California.

Deja Foods Inc (Predecessor) was incorporated in Nevada on Aug. 7,
2003.  On Dec. 14, 2007, Deja Foods emerged from bankruptcy and
changed its name to Buck-A-Roo$ Holding Corporation (Successor).


CABINS AT CEDAR: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Cabins at Cedar Grove, LLC
        19555 State Rt. 664 South
        Logan, OH 43138

Bankruptcy Case No.: 08-55918

Description: John MacDonald, managing member, filed the petition
             on the Debtor's behalf.

Chapter 11 Petition Date: June 20, 2008

Court: Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Jonathan P. Blakely, Esq.
                  (jblakely@b-wlaw.com)
                  Bernlohr Wertz, L.L.P.
                  The Nantucket Building
                  23 S. Main St., Third Floor
                  Akron, OH 44038
                  Tel: (330) 434-1000
                  Fax : (330) 434-1001

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

List of Unsecured Creditors:

   Creditor                          Claim Amount
   --------                          ------------
   Department of Taxation                  $6,207

   MacDonald, John                         $8,188

   MacDonald, Vera                        $14,177


CANADIAN TRUST: Court to Consider Noteholders' Appeal on June 25
----------------------------------------------------------------
The Pan-Canadian Investors Committee for Third-Party Structured
ABCP said in a press statement that it acknowledges that
proceedings have been taken by a number of corporate noteholders
in the Ontario Court of Appeal seeking to challenge the Ontario
Superior Court of Justice decision that sanctioned the Committee's
Plan to restructure $32-billion of third-party asset-backed
commercial paper.

The Ontario Court of Appeal will hear the matter on June 25 and
26, 2008.  The Committee will ask the Court of Appeal to dismiss
the proceedings and to leave in place approval of the
Restructuring Plan that the overwhelming majority of affected
noteholders voted in favour of in April.

"The plan has been developed over nearly ten months and
reflects compromise by all parties," Purdy Crawford, chair
of the investors committee, said.  "We regret that a few
noteholders are seeking to prevent the implementation of a plan
which the Ontario Superior Court has agreed is fair and reasonable
and meets the criteria of the Companies' Creditors Arrangement
Act."

On June 18, 2008, a total of 30 corporate noteholders took an
appeal to the Ontario Court of Appeal from the Honorable Justice
Colin Campbell's June 5 order sanctioning the Plan of Compromise
and Arrangement proposed by the Pan-Canadian Investors Committee
for Third Party Structured Asset Backed Commercial Paper for the
Canadian ABCP.

The Appellants are Air Transat A.T. Inc., Transat Tours Canada
Inc., The Jean Coutu Group (PJC) Inc., Aeroports de Montreal,
Aeroports de Montreal Capital Inc., Domtar Inc., Domtar Pulp and
Paper Products Inc., Giro Inc., Interquisa Canada LP, Labopharm
Inc., Vetements de sport R.G.R. Inc., 131519 Canada Inc., Air
Jazz LP, Petrifond Foundation Company Limited, Petrifond
Foundation Midwest Limited, Services hypothecaires La
Patrimoniale Inc. Societe Generale de Financement du Quebec,
VibroSystM Inc., Redcorp Ventures Ltd, Jura Energy Corporation,
Ivanhoe Mines Ltd, Webtech Wireless Inc., Wynn Capital
Corporation Inc., Hy Bloom Inc., Cardacian Mortgage Services
Inc., West Energy Ltd, Sabre Energy Ltd., Petrolifera Petroleum
Ltd., Vaquero Resources Ltd., and Standard Energy Inc.

Pursuant to Section 13 of the Companies' Creditors Arrangement
Act, the Appellants, among other things, asked the Court of
Appeal to stay the Sanction Order.

James Woods, Esq., at Woods LLP, in Montreal, Quebec, reiterates  
that the Appellants invested their operating cash in ABCP in
light of the ABCP Dealers' explanations that it was a very safe
and liquid short term investment, and that it carried virtually
no risk.

The Appellants assert that they have serious claims for hundreds
of millions of dollars against the ABCP Dealers who sold them the
commercial paper.  The Claims are based on, among other grounds,
negligence, gross negligence, bad faith, fraud, breach of
fiduciary duty, or other forms of actionable misrepresentation
and non-disclosure, Mr. Woods tells the Court.

The merits of the Claims, which represent the only avenue to the
Appellants to eventually obtain compensation for the damages that
they have suffered as a result of their ABCP purchases, was never
seriously challenged before Mr. Justice Campbell, Mr. Woods
contends.  Importantly, he says, the Appellants' claims are
distinct from whatever claims they may have "against the Issuer
Trustee insolvent 'Debtor Companies.'"

To note, the Appellants have repeatedly argued against the
sanctioning of the Plan on the grounds that, inter alia, the
third party releases to be provided by the Noteholders to various
solvent third-parties distinct from the Debtor Companies,
including the ABCP Dealers, are invalid, illegal, and outside of
the jurisdiction of the courts under the CCAA.

The Appellants assert that Mr. Justice Campbell made errors in
law in sanctioning Third Party Releases that illegally intervene
in the relationships between the Appellants and third parties,
including the ABCP Dealers, save for the desire of the Plan
Sponsors to immunize themselves and the ABCP Dealers from
accountability and liability for their actions.

Mr. Woods contends that Mr. Justice Campbell erred in sanctioning
the Plan and emphasizes that:

   (a) The Ontario Superior Court of Justice's jurisdiction under
       the CCAA does not extend to placing all persons within the
       orbit of the Debtor Companies, including solvent third
       parties, under an umbrella to shelter them from claims
       foreign to the CCAA process;

   (b) The Superior Court's jurisdiction under the CCAA does not
       extend to imposing on a creditor, against his will, broad
       third party releases preventing the exercise against third
       parties of claims foreign to the CCAA process;

   (c) The authorities relied upon by Justice Campbell to support
       his jurisdiction to impose the Third Party Releases are
       either inapplicable to the circumstances of the ABCP CCAA
       proceedings, or incorrectly decided; and

   (d) The Superior Court's jurisdiction under the CCAA does not
       extend to depriving creditors against their will of claims
       against third parties where the claims are based on rights
       protected by rules of public order, including claims for
       fraud, gross negligence or bad faith.

The Appellants further complain that Mr. Justice Campbell
manifestly erred in law and made palpable errors in fact in:

   (1) concluding that the ABCP Dealers and, in particular, ABCP
       Dealer National Bank of Canada and its subsidiary National
       Bank Financial, contributed in a tangible and realistic
       way to the Plan;

   (2) inferring from the result of the vote for the Plan that
       the noteholders had approved the third party releases;

   (3) determining that the Plan as a whole was fair and
       reasonable as to the Ironstone Noteholders;

   (4) finding that the ABCP market is insolvent; and

   (5) concluding that there is a need to restore confidence in
       the financial system in Canada.

The Noteholders' Appeal raises serious and arguable grounds of
appeal that are of real and significant interest and importance
to the parties, the public, CCAA proceedings, insolvency practice
in general and the law, Mr. Woods maintains.

Compliance with the Sanction Order prior to the disposition of
the Appeal, Mr. Woods argues, would cause irreparable harm to the
Appellants since there is a risk that the implementation of the
restructuring provided by the Plan would render the appeal moot
and without object, thereby forever illegally depriving the
Appellants of the substantial rights they have against solvent
third parties.

Staying the Sanction Order will not unduly hinder the proposed
restructuring nor cause any further prejudice to the Respondents,
Mr. Woods points out.  In contrast, he says, if the Stay is
denied, the Appellants will suffer irreparable harm and forever
lose their substantive rights.

                 About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

(Canadian ABCP Trusts Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


CANADIAN TRUST: Judge Campbell Details Reasons for Plan Approval
----------------------------------------------------------------
The Honorable Justice Colin J. Campbell of the Ontario Superior
Court of Justice released an updated version of his reasons for
sanctioning the Plan of Compromise and Arrangement proposed by
the Pan-Canadian Investors Committee for Third Party Structured
Asset Backed Commercial Paper for the Canadian ABCP.

As reported in the Troubled Company Reporter on June 10, 2008,
Judge Campbell approved on June 5, 2008, the Plan of Compromise
and Arrangement proposed by the Pan-Canadian Investors Committee
for Third Party Structured Asset Backed Commercial Paper for the
Canadian ABCP.

Mr. Justice Campbell declared that:

   (a) the Plan has been approved by the requisite majorities of
       the Noteholders in conformity with the Companies Creditors
       Arrangement Act;

   (b) the CCAA Applicants and the ABCP Issuer Trustees or
       Respondents acted in good faith and with due diligence,
       have complied with the provisions of the CCAA, and have
       acted in accordance with all the orders of the CCAA Court;
       and

   (c) the Plan, together with all of the compromises,
       arrangements, transactions, releases, discharges,
       injunctions and results, is fair, reasonable and in the
       best interests of the Noteholders and do not unfairly
       disregard the interests of any person.

The Updated Version does not contain any material changes as
compared to the original version.

A full-text copy of the Updated Reasons for Decision is available
for free at:

   http://bankrupt.com/misc/ABCP_UpdatedReasonsforDecision.pdf

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

(Canadian ABCP Trusts Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


CARUSO HOMES: Files for Chapter 11 Protection
---------------------------------------------
Joe Coombs of Washington Business Journal reports that homebuilder
Caruso Homes sought bankruptcy protection with the U.S. Bankruptcy
Court for the District of Maryland (Baltimore) on June 23, 2008.

The Debtor plans to emerge from court proceedings in the next
"three or four months" after restructuring its liabilities, said
Jeff Caruso, the builder's chief executive, according to the
report.  He said the problem is not with the operation, but with
the Debtor's large land inventory.  Developments that were hard
hit were that in Caruso in Prince George's County and other
Maryland areas, according to Mr. Caruso.

Operations will continue for Caruso during the bankruptcy
protection process and the company will continue to build at
various projects in Prince George's County, Charles County, the
Annapolis area and in Fredericksburg.

Based in Crofton, Maryland, Caruso Homes developed numerous
subdivisions in suburban Maryland and Northern Virginia.  In the
Washington area, the Debtor's projects include Wilshire Estates in
Laurel, where homes are selling in the low $600,000 range, at
Belmont Green in Ashburn and Ashton Estates in Bowie.  The company
has more than $100 million in debt, due mostly to banks, Mr.
Caruso said.


CARUSO HOMES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Caruso Homes, Inc.
             1655 Crofton Blvd., Ste. 200
             Crofton, MD 21114

Bankruptcy Case No.: 08-18254

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Caruso Riva, LLC                           08-18256
        Delaware Homes DR, LLC                     08-18260
        Glenndale Builders GB, LLC                 08-18261
        Maryland Homes BP, LLC                     08-18262
        Maryland Homes Bucks Run, LLC              08-18264
        Maryland Homes CG, LLC                     08-18267
        Maryland Homes CY, LLC                     08-18268
        Maryland Homes HG, LLC                     08-18269
        Maryland Homes HM, LLC                     08-18270
        Maryland Homes KC, LLC                     08-18271
        Maryland Homes PY, LLC                     08-18274
        Virginia Homes BR, LLC                     08-18275
        Maryland Homes TRC, LLC                    08-18276
        Virginia Homes CT, LLC                     08-18277
        Maryland Homes TRD, LLC                    08-18278
        Riva Business Park IV, LLC                 08-18279
        Virgnia Homes CV, LLC                      08-18280
        Riva Business Park V, LLC                  08-18281
        Virginia Homes HO, LLC                     08-18282
        Riva Business Park VI, LLC                 08-18283
        Riva Business Park VII, LLC                08-18284
        Virginia Homes MB, LLC                     08-18285
        Maryland Homes Palisades PA, LLC           08-18286
        Virginia Homes WS, LLC                     08-18287

Type of Business: The Debtors are custom home builders.  See
                  http://www.carusohomes.com/

Chapter 11 Petition Date: June 23, 2008

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtors' Counsel: Joel I. Sher, Esq.
                     Email: bankruptcy@shapirosher.com
                  Shapiro Sher Guinot & Sandler
                  36 S. Charles St., Ste. 2000
                  Baltimore, MD 21201
                  Tel: (410) 385-4278
                  Fax: (410) 539-7611
                  http://www.shapirosher.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  More than $100 million

A copy of the Debtors' consolidated list of 30 largest unsecured
creditors is available for free at:

      http://bankrupt.com/misc/mdb08-18254.pdf


CATHOLIC CHURCH: Davenport Wants Bankruptcy Case Closed
-------------------------------------------------------
Pursuant to the Diocese of Davenport's confirmed Second Amended
Plan of Reorganization, the Reorganized Debtor asks the U.S.
Bankruptcy Court for the Southern District of Iowa to issue a
final decree (i) closing its bankruptcy case, and (ii)
continuing the Reorganized Debtor's obligations under the Plan,
including its non-monetary undertakings.

Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport,
Iowa, says the Plan has been effective since June 9, 2008, and
has been substantially consummated.  He explains that pursuant to
Article 17 of the Plan, all of the conditions to the Plan's
Effective Date has occurred:

   (a) The Confirmation Order has been entered by the U.S.
       Bankruptcy Court for the Southern District of Iowa, and
       has not been stayed;

   (b) The Confirmation Order is in form and substance
       satisfactory to the Reorganized Debtor, the Official
       Committee of Unsecured Creditors, the Settling Insurers,
       and the Unknown Tort Claims Representative;

   (c) All actions, documents and agreements necessary to
       implement the Plan have been executed and delivered;

   (d) The Court has entered a final order approving all
       settlements and settlement agreement submitted prior to
       the confirmation hearing; and

   (e) The Reorganized Debtor has funded the Settlement Trust by
       transferring $33,100,000 in cash, less the paid
       administrative expenses, and has delivered to the
       Settlement Trustee the deed to the Diocese's Chancery
       property.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan, which was confirmed on April 30, 2008.  (Catholic Church
Bankruptcy News, Issue No. 127; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Continental Seeks Small Relief in Fairbanks' Case
------------------------------------------------------------------
In response to the objection filed by The Roman Catholic Diocese
of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska,
Continental Insurance Company told the U.S. Bankruptcy Court for
the District of Alaska that its request seeks only limited relief
-- that is to allow argument and ruling on its coverage action's
cross-motions for summary judgment that were fully briefed prior
to the filing of the Chapter 11 case.

Brad E. Ambarian, Esq., at Lane Powell PC, in Anchorage, Alaska,
contended that despite the Diocese's efforts to recast the
Coverage Action as a prepetition collection action, no relief is
sought to pursue any prepetition claim against the Diocese.  He
said there is not one mention or reference to any "claim," which
Continental seeks to enforce in its memorandum supporting the
request for summary judgment.  He added that no allegation in the
complaint is made about collecting any claim from the Diocese
except for a one-line provision in Continental's prayer for
relief, which requests an order requiring the Diocese to
reimburse Continental for any sums it has paid for defense costs
pursuant to its reservation of rights.

Many bankruptcy cases are materially affected by disputes over
significant assets, like a contract right, Mr. Ambarian related.  
However, he asserted, that does not mean the Coverage Action is
automatically transmuted into a core proceeding, or that some
possible objection to a claim that has not yet been filed would
transform it into a core proceeding.  The Diocese's reliance on
the catch-all provisions of Sections 157(b)(2)(A) and (O) of the
Judiciary and Judicial Procedures Code to shoehorn the Coverage
Action into a core proceeding does not work, he says.

Any claim objection pales in comparison to the non-core state law
contract claim that has existed, and would continue to exist,
even if no bankruptcy case were ever filed, Mr. Ambarian asserted.  
He noted that the fact that there are various matters pending in
the reorganization case, including the time set for submission of
a Chapter 11 plan term sheet, "does not convert this limited
dispute over the existence of alleged insurance policies into a
core matter."

If relief were granted and Continental is successful in obtaining
a judgment on its request, Continental recognizes that any claim
it might have would be subject to the claims administration
process in the Court -- given it chooses to file a proof of
claim.  Therefore, granting relief from stay does nothing more
than permit the parties' arguments to be heard and ruled on by
the U.S. District Court for the District of Alaska, which is the
only court that can enter a final judgment in the Coverage
Action, Mr. Ambarian explained.

                       Continental's Motion

Continental had asked the Court to lift the automatic stay for the
limited purpose of allowing oral argument in the Coverage Action
to be heard on the cross-motions for summary judgment, and to
allow the District Court to issue its ruling.

Since January 2006, Continental and the Catholic Bishop of
Northern Alaska have been involved in a litigation seeking a
judicial declaration concerning any duty Continental may have to
defend or indemnify the Diocese for liability arising from claims
asserted in Alaska courts by individuals alleging abuse by priests
affiliated with the Diocese.

All discovery in the Coverage Action has been completed by Feb. 1,
2007, and cross-motions for summary judgment were filed on Oct. 1,
2007.  On Feb. 26, 2008, the U.S. District Court for the District
of Alaska ordered that oral argument on the cross-motions be held
on April 10, 2008.  

After the Diocese filed its petition for bankruptcy protection,
however, the District Court stayed all proceedings in the
Coverage Action because of the imposition of the automatic stay.

                    Request Should Be Denied

The Catholic Bishop of Northern Alaska told the Court that
Continental's request is not warranted because Continental's
coverage action concerns both one of the most significant assets
and potentially one of the most significant claims in the
Diocese's reorganization case, and is premature at best.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 127; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Add'l Noticing Not Needed in Fairbanks' Case
-------------------------------------------------------------
Judge Donald MacDonald, IV, of the U.S. Bankruptcy Court for the
District of Alaska denied the request of the Official Committee
of Unsecured Creditors for the Court to compel the Catholic
Bishop of Northern Alaska to publish more Bar Date Notices, and
Publication Notices at the Seattle Stranger, the Portland
Tribune, and the Military Times.

Judge MacDonald agreed with the Diocese's assertion that the
additional noticing, which will increase the publication expenses
by $9,000 is unnecessary to satisfy due process.  He ruled that
the Diocese's proposed publication and broadcast program
satisfies the due process requirements enunciated by Mullane v.
Central Hanover Bank & Trust Co., 339 U.S. 306, 314-15 (1950).

The Diocese has asserted that any claimants on active military
duty would not be foreclosed from filing a late claim because they
would be covered by the Servicemembers Civil Relief Act.

The Diocese's counsel, Susan G. Boswell, Esq., at Quarles & Brady
Streich Lang, LLP, in Tucson, Arizona, has averred that based on
past experience, it is unlikely that individuals serving in the
military would have claims in sexual abuse cases.

"The court must balance the need to notify potential claimants
with the interests of the existing creditors and claimants,
keeping in mind that the bankruptcy estate's resources
are limited," Judge MacDonald said.  "From my perspective, the
[Creditors Committee] wants to guild the lily by requiring CBNA
to place its notice in three additional publications."

Bishop Donald Kettler issued a letter to the parishioners
regarding the December 2 bar date.  He said that he wanted to
alert parishioners of the notices from the Diocese shortly as  
advertised in papers, on television and radio.  "The purpose of
these ads is to let anyone know they have to act by December 2,
2008 to file a claim against Catholic Bishop of Northern Alaska
sometimes called the Fairbanks Diocese.  Anyone who feels the
Church has harmed them in any way, possibly by a clergy member,
religious brother or sister or by a volunteer, should read the
notice and then fill out a claim form.  Also, there are different
claim forms for vendors or others who feel the Church may owe them
money."

A full-text copy of the Bishop's letter is available for free at
http://ResearchArchives.com/t/s?2e91

Various claim forms can be downloaded at no cost at
http://ResearchArchives.com/t/s?2e8f

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--  
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.   The
church's exclusive plan filing period expires on June 29, 2008.  
(Catholic Church Bankruptcy News, Issue No. 127; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


CATHOLIC CHURCH: Discussion on Fairbanks' Plan Set for August 14
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska has outlined
the beginning of a schedule for developing a plan of
reorganization that requires the Catholic Bishop of Northern
Alaska to provide "an elaborate term sheet" to the Official
Committee of Unsecured Creditors no later than July 15, 2008.  On
the same date, the Creditors Committee is also required to submit
an inventory of disputed property items considered as property of
the bankruptcy estate.

The Court has set a status and scheduling conference for Aug. 14,
2008, to discuss progress toward negotiating the Plan, and
possible mediation of the disputed property issues.  Judge Donald
MacDonald, IV, has also fixed December 2, as the claims bar date
and appointed a future claims representative.

In light of the recent developments in the bankruptcy case, the
Diocese and the Creditors Committee agree in a Court-approved
stipulation, to extend the Diocese's exclusive periods under
Section 1121 of the Bankruptcy Code.

The Stipulation provides that the Diocese's exclusive period to
(i) file a plan of reorganization is extended to January 15,
2009, and (ii) obtain acceptances of its plan is extended to
March 31.

The Diocese agrees that it will not unilaterally file a plan
before January 9, without the prior agreement of the Creditors
Committee.  Nothing in the Stipulation, however, will preclude
the Diocese from seeking further extensions of the Exclusive
Periods, and the Creditors Committee is not precluded from
objecting to any of those requests.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 127; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Portland Wants Brief Deadline Moved to June 30
---------------------------------------------------------------
The Archdiocese of Portland in Oregon asked the U.S. Bankruptcy
Court for the District of Oregon to extend from June 30, 2008, to
July 31, 2008, the deadline to file a brief on the request by
Erin Elson, Esq., regarding issues pertaining to the protective
order issued by the Court on Jan. 14, 2005.

Margaret Hoffman, Esq., at Schwabe, Williamson & Wyatt, P.C., in
Portland, Oregon, informed Judge Elizabeth L. Perris that Ms.
Olson has agreed that the Archdiocese may have until July 18,
2008, to submit its brief, but opposes any extension beyond that
date.

The Archdiocese and Kelly Clark, Esq., have been involved in a
private, binding arbitration with the Hon. Michael R. Hogan on
matters pertaining to the Protective Order, Ms. Hoffman
disclosed.  She noted that the issues before Judge Hogan are
similar, and in some instances identical, to those that will be
presented to the Court.

The initial hearing of the arbitration was on June 9, 2008, and
Judge Hogan made arrangements to review files at the law offices
of Schwabe, Williamson & Wyatt in early July 2008.  It is
anticipated that Judge Hogan will render a ruling by mid-July.

Judge Hogan's ruling will directly impact the briefing and issues
presented by the Archdiocese, Ms. Hoffman contended.  Hence, the
Archdiocese will greatly benefit to have the ruling before the
Archdiocese is required to submit the brief, she said.

Ms. Hoffman further noted that granting the sought extension will
still allow Ms. Olson a full 30 days to submit her reply brief.  
It is likely that Judge Hogan's ruling will narrow the issues to
be presented to the Court, and will, therefore, narrow any
briefing to due by Ms. Olson.

Since the hearing on the request is not scheduled until Sept. 30,  
if Ms. Olson needs additional time beyond the August 29 deadline
to file her reply brief, the Archdiocese will not oppose to that
extension, Ms. Hoffman assured Judge Perris.

                  About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.
On April 17, 2007, the Court confirmed Portland's 3rd Amended
Plan.  On Sept. 28, 2007, the Court entered a final decree closing
Portland's case.  The case was subsequently reopened at Ms.
Olson's request of further case administration.

The Hon. Elizabeth L. Perris reopened the bankruptcy case of the
Archdiocese of Portland in Oregon for further administration.   
Erin K. Olson, Esq., at the Law Office of Erin Olson, P.C.,
previously asked the Court to reopen the case to resolve certain
issues, including her request to unseal, and file in redacted
form, the documents and accompanying exhibits filed as Docket Nos.
4765 and 4766 in the bankruptcy case.  (Catholic Church Bankruptcy
News, Issue No. 122; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CBRE REALTY: Repays and Terminates Wachovia Bank Credit Facility
----------------------------------------------------------------
CBRE Realty Finance Inc. paid down and terminated its credit
facility with Wachovia Bank N.A.  As a result of this termination,
the company noted that its entire balance sheet is now either
unlevered or fully match funded and term financed.

                    Wachovia Warehouse Facility

In August 2006, the company entered into a master repurchase
agreement with Wachovia Bank N.A, that provided $300,000 of
aggregate borrowing capacity.  On Dec. 15, 2006, and Feb. 8, 2007,
the aggregate borrowing capacity was increased to $500,000 and
$700,000, and the increase period expired on April 2, 2007.

On June 29, 2007, the aggregate borrowing capacity was increased
to $400,000 and the increase period expired on Dec. 31, 2007,
reducing the maximum borrowing capacity to $300,000.  The Wachovia
Warehouse Facility has an initial fixed repurchase date of
Aug. 24, 2009, which may be extended for a period not to exceed
364 days upon its written request to the buyer at least 30 days,
but no more than 60 days, prior to the initial repurchase date, if
   
   (i) no default or event of default has occurred or continuing;
       and
  (ii) upon our payment to the buyer of a certain extension fee.

This facility financed its origination or acquisition of whole
loans, subordinate mortgage interests and commercial mortgage-
backed securities or CMBS.  

As of March 31, 2008, and Dec. 31, 2007, the outstanding balance
under this facility was approximately $31,088 and $144,183, with a
weighted average borrowing rate of 5.37% and 6.28%.

On Jan. 23, 2008, the company amended the guarantee agreement.  
The agreement amended certain restrictive covenants, the most
significant of which was that:

   (i) at no time must the ratio of consolidated total
       indebtedness to consolidated total assets exceed 0.85 to
       1.0;

  (ii) at no time on or before March 31, 2008 shall consolidated
       liquidity be less than $5,000 and at no time on or after
       April 1, 2008, must consolidated liquidity be less than
       $10,000; and

(iii) consolidated interest coverage ratio must not be less than
       1.2 to 1.0.

On Jan. 23, 2008, we amended the Wachovia Warehouse Facility
effective as of Oct. 15, 2007.  Under the amendment, the facility
will terminate by March 31, 2009, and the maximum amount
outstanding under the agreement will be an amount equal to:

   (i) $86,000 through and until March 30, 2008;

  (ii) $50,000 from and after March 31, 2008 through and until
       June 29, 2008;

(iii) $35,000 from and after June 30, 2008 through and until
       Sept. 29, 2008;

  (iv) $20,000 from and after Sept. 30, 2008 through and until
       Dec. 30, 2008;

  (v) $10,000 from and after Dec. 31, 2008, through and until
       March 30, 2009; and

(vi) $0 from and after March 31, 2009.

In May 2008, the company received a waiver from Wachovia for the
the financial covenant that it was not in compliance with as of
March 31, 2008: at no time must its fixed charge coverage ratio
for the immediately preceding fiscal quarter was be less than 1.20
to 1.00.  

"The successful pay-off and termination of our short-term credit
facility marks another step in further stabilizing our liquidity
position," Kenneth J. Witkin, president and chief executive
officer, commented.  "We have now completely eliminated any mark
to market liquidity exposure in our portfolio.  "This statement
advances our goals of managing liquidity, stabilizing our
portfolio and continuing to emphasize proactive asset and
risk management.  We are now continuing to focus on unlocking
value from our $170 million of unencumbered investments."

                  About CBRE Realty Finance

CBRE Realty Finance Inc. -- http://www.cbrerealtyfinance.com/--   
was established in May 2005 and is a commercial real estate
specialty finance company primarily focused on originating,
acquiring, investing in, financing and managing a diversified
portfolio of commercial real estate-related loans and securities.  
CBRE Realty Finance has elected to qualify to be taxed as a real
estate investment trust, or REIT, for federal income tax purposes.  
CBRE Realty Finance is externally managed and advised by CBRE
Realty Finance Management, LLC, an indirect subsidiary of CB
Richard Ellis Group, Inc. and a direct subsidiary of CBRE Melody &
Company.


CHECKSMART FIN'L: S&P Junks Rating on Exposure to Adverse Ohio Law
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on CheckSmart Financial Co., formerly
Buckeye Check Cashing Inc., to 'CCC+' from 'B'.  The outlook is
negative.
     
At the same time, S&P lowered the bank loan ratings on
CheckSmart's senior secured first- and second-lien financing to
'CCC+' from 'BB-', and to 'CCC-' from 'CCC+', respectively.  S&P
also revised the first-lien recovery rating to '4', indicating its
expectation of average (30% to 50%) recovery in the event of a
payment default, from '1'.  The recovery rating on the second-lien
loan remains unchanged at '6', indicating our expectation of
negligible (0% to 10%) recovery in the event of a payment default.
     
The ratings were removed from CreditWatch.  They had been placed
there with negative implications on May 2, 2008, reflecting
concern that a bill then pending in the Ohio legislature might
severely restrict the company's business.  This bill recently
passed into law.
     
"The downgrade is based on the company's exposure to adverse
legislative actions in Ohio, because the new law effectively
eliminates payday lending in its current form," said Standard &
Poor's credit analyst Rian M. Pressman.
     
In CheckSmart's case, the company's product and geographic
concentrations heighten its exposure.  The company's operations in
Ohio generate more than half of its revenues.
     
The Short Term Loan Act goes into effect 90 days after receiving
the governor's signature on June 2, 2008.  After this, S&P believe
that payday lending, as conducted in accordance with it, will
become unprofitable in Ohio.  If CheckSmart ultimately has to
close its Ohio stores, we believe it highly probable that it would
have to restructure its bank debt.
     
Industry players have introduced a ballot initiative which, if
successful, would allow Ohio voters to vote on whether the Short
Term Loan Act should become law.  The industry has also hired the
ex-solicitor general of the U.S. to explore constitutional
challenges. Although the outcome of these initiatives is
uncertain, S&P believe they may delay implementation.
     
Industry players are also exploring the feasibility of offering
lending products under alternative statutes, including Ohio's
existing Small Loan Act.  In S&P's view, even if industry
participants are successful in developing a replacement loan
product, the profitability of operations in Ohio will likely
be reduced.


CHRYSLER LLC: Borrows $2 Billion from Owners Cerberus and Daimler
-----------------------------------------------------------------
Chrysler LLC's owners Cerberus Capital Management LP and Daimler
AG will provide the U.S. automaker with $2 billion loan payable in
2014, Josee Valcourt of The Wall Street Journal reports.  Daimler,
which holds a 19.9% stake in Chrysler, disclosed that it will lend
Chrysler $1.5 billion, Cerberus $500 million.  The action, WSJ
relates, was to aid Chrysler's liquidity in the midst of the
slowing U.S. economy and period of great change in the U.S. auto
industry.

As reported in the Troubled Company Reporter on June 23, 2008,
Nancy Rae, Chrysler LLC's Senior Vice President of Human Resources
and Corporate Communications, defended Chrysler's status,
insisting that despite the challenges, Chrysler is meeting or
exceeding its financial targets.  She suggested that Chrysler is
better aligned than previously for the shift towards smaller, more
fuel efficient vehicles.  Ms. Rae also said that the automaker
also believes there is a strong and viable pickup truck market
going forward.

The TCR also reported that Standard & Poor's Ratings Services on
Friday said it is placing its corporate credit ratings on the
three U.S. automakers, General Motors Corp., Ford Motor Co., and
Chrysler LLC, on CreditWatch with negative implications, citing
the need to evaluate the  financial damage being inflicted by
deteriorating U.S. industry conditions -- largely as a result of
high gasoline prices.

S&P observes that the erosion of demand for SUVs and pickups has
been troubling.  Although these segments have been weak for some
time, the exodus of demand that began in April, caused by
escalating gas prices and consumer preferences for smaller
vehicles, is gathering speed.  Despite concerted, and in some
cases successful, efforts to bolster their line-ups of smaller
vehicles and reduce costs, all three Michigan-based automakers
still rely on light trucks for a disproportionate share of
profitability and cash flow.

WSJ disclosed that a $2 billion loan clause was included in a deal
Cerberus and Daimler reached a year ago when Cerberus, along with
co-investors, bought its 80.1% stake in Chrysler.

Chrysler did not comment on the reasons for tapping in its loan.

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

                            *     *     *

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


CHUKCHANSI ECONOMIC: S&P Trims Senior Debt Rating to B+ from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit and
senior unsecured debt ratings on the Chukchansi Economic
Development Authority to 'B+' from 'BB-'.  The rating outlook is
stable.

"The downgrade reflects weaker-than-expected credit measures, as
operating performance at Chukchansi Gold has been significantly
affected by continued economic moderation, particularly related to
declining home prices and elevated gas prices," said Standard &
Poor's credit analyst Melissa Long.  "This has, in turn,
negatively impacted consumer discretionary spending patterns."
     
Standard & Poor's expects that continued softness in the market,
resulting from the economy's effect on consumer spending, will
persist during the next few quarters.  As a result, S&P expect
credit measures to be sustained at a level more in line with a
'B+' rating.  While S&P expect the late-summer opening of a new
hotel tower to benefit the property, S&P believe the economy's
impact on performance will offset this in the intermediate term.
     
The 'B+' rating reflects CEDA's narrow business position as an
operator of a single casino and the narrow economic base of its
primary market (Fresno, California), which contributes to greater
market volatility.  These factors are tempered by the high quality
of the Chukchansi Gold and the potential for modest EBITDA growth
post-expansion once the economy strengthens.
     
The CEDA does not publicly disclose its financial statements.  
However, its credit measures are in line with the 'B+' rating.


CIFG GUARANTY: CreditSights Analyst Sees Bond Insurer Insolvencies
------------------------------------------------------------------
CreditSights analyst Rob Haines said in a report issued early this
month that bond insurers like CIFG Guaranty Ltd., Financial
Guaranty Insurance Company, and XL Capital Assurance are likely to
violate capital requirements in the second quarter of 2008,
Reuters notes.  The breach of capital requirement would lead to "a
chain of events" driving the insurers to insolvency, Reuters
quotes the analyst's report as stating.

Mr. Haines said that regulatory agencies would have to intervene
should bond insurers become unable to raise fund and their capital
drop below the established level, Reuters says.  This could result
in excessive payouts on derivatives depleting the insurers' funds,
Mr. Haines' report continued, Reuters relates.

Reuters notes that the Insurance Department of New York has set
the capital requirement for bond insurers at $65 million, and
allows a 90-day cure period for those that can't meet with the
requirement.

According to Mr. Haines, CIFG, FGIC, and XL Capital are expected
to breach statutory requirements during the present quarter over
further write-downs on mortgage-backed loans, Reuters reports.  
Mr. Haines pointed to CIFG's $15 million in equity above the
requirement cap, which is reportedly the lowest "cushion among the
bond insurers," Reuters relates.  FGIC still has in excess of $300
million of capital cushion and XL Capital has about $102 million,
Reuters quotes Mr. Haines as stating.

MBIA Insurance Corp. has about $3.9 billion in capital cushion and
Ambac Assurance Corp. has about $3.5 billion owed to recent
capital infusion, Mr. Haines said, Reuters relates.


                         About CIFG Guaranty

CIFG Guaranty Ltd. -- http://www.cifg.com/-- is capitalized with  
nearly $3 billion in claims-paying resources, providing insurance
for investment grade transactions in the public finance, project
finance and structured finance markets.  On Dec. 20, 2007, Banque
Populaire Group and Caisse d'Epargne Group became shareholders of
CIFG Holding Ltd., the holding company for CIFG's financial
guaranty subsidiaries.  CIFG North America Inc. was granted a New
York license in May 2002, and has licenses in nearly all US
jurisdictions.  CIFG Europe is authorized to provide financial
guaranties in the original 15 countries of the European Union.  
CIFG Guaranty Ltd. provides financial guaranty reinsurance and was
granted a license in Bermuda in October 2007.

                         About CreditSights

CreditSights -- https://www.creditsights.com/ -- is one of the
first research providers to integrate debt and equity research
into a single view across a company's entire capital structure.  
Its team of more than 50 analysts look to identify the best
investment opportunity in each of the companies and sectors that
they cover, bringing over 15 years average experience to their
analysis of debt and equity.  Its research team, led by Glenn
Reynolds and Peter Petas, has both buy-side and sell-side
experience in the U.S. and overseas.  Among its staff are five
former heads of research as well as multiple past recipients of
awards from Institutional Investor in their annual polls of the
best debt and equity analysts.


CITIGROUP INC: To Slash 10% of Investment-Banking Workforce
-----------------------------------------------------------
Citigroup Inc. may begin another round of job reductions this week
under a plan drawn up in March to cut the trading and investment-
banking workforce by 10%, Bloomberg reports citing a person with
knowledge of the matter.

According to Bloomberg, the largest U.S. bank has eliminated about
half of the targeted 6,000 job cuts.  

Citigroup employs more than 300,000 people worldwide and has
disclosed about 13,000 job reductions this year, Bloomberg adds.

WSJ, citing Chief Executive Officer Vikram Pandit, says that
Citigroup is lowering costs and shedding assets after the New
York-based company reported two straight quarterly losses totaling
a record $15 billion.  

Bloomberg indicates that the world's largest banks and brokerage
firms have slashed more than 80,000 jobs since subprime mortgage
defaults infected credit markets and led to almost $400 billion of
writedowns and losses.

The shares fell 75 cents to $18.55 in New York Stock Exchange
composite trading on Monday.  Citigroup has dropped 67% since
reaching a record $56.41 in December 2006, the biggest decline
since December 1991, when predecessor Citicorp fell 75% to $8.63
from the prior peak of $35.13 in October 1989.

                       About Citigroup Inc.

Headquartered on New York City, Citigroup Inc. (NYSE:C) --
http://www.citigroup.com/citigroup/-- is a diversified global  
financial services holding company whose businesses provide a
range of financial services to consumer and corporate customers.  
The company is a bank holding company.


COUNTRYWIDE FINANCIAL: BofA Expects to Close Acquisition by July 1
------------------------------------------------------------------
A Bank of America Corp. representative confirmed that the bank has
set July 1, 2008 as the closing date for its purchase of
Countrywide Financial Corp., Business First Buffalo reports.

As reported in the Troubled Company Reporter on May 15, 2008, Liam
McGee, president of BofA's global consumer and small business
banking, confirmed that the bank's proposed $4 billion purchase of
Countrywide remains on track amid forecasts of worsening losses on
home-equity loans and economy shrink, various reports said.

Bank of America agreed to issue 0.1822 of a share for each
Countrywide share, valuing Countrywide at about $6.82 per share,
based on Monday's closing price, according to the reports.

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America Corp.
(NYSE:BAC) -- http://www.bankofamerica.com-- is a bank holding     
company.  Bank of America provides banking and non-banking
financial services and products through three business segments:
global consumer and small business banking, global corporate and
investment banking, and global wealth and investment management.   
In December 2006, the company sold its retail and commercial
business in Hong Kong and Macau to China Construction Bank.  In
October 2006, BentleyForbes, a commercial real estate investment
and operations company, acquired Bank of America plaza in Atlanta
from CSC Associates, a partnership of Cousins Properties
Incorporated and the company.  In June 2007, the company acquired
the reverse mortgage business of Seattle Mortgage Company, an
indirect subsidiary of Seattle Financial Group Inc.  In October
2007, ABN AMRO Holding N.V. completed the sale of its United
States subsidiary, LaSalle Bank Corporation, to Bank of America.

                   About Countrywide Financial

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

                         *     *     *

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

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


CROSSROADS PLAZA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Crossroads Plaza Limited Partnership
        508 Allegheny River Blvd., Suite 204
        Oakmont, PA 15139

Bankruptcy Case No.: 08-24073

Description: Steven Arciuolo, president of general partner, filed
             the petition on the Debtor's behalf.

Chapter 11 Petition Date: June 20, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  (rol@lampllaw.com)
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: 412-392-0330
                  Fax : 412-392-0335

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

List of Unsecured Creditors:

   Creditor                             Claim Amount
   --------                             ------------
   ALDI Inc.                             undisclosed

   Arbor Realty SR Inc.                  undisclosed

   PA MAC Landscaping & Ponds            undisclosed

   Sittig, Cortese & Wratcher            undisclosed

   Swiss Eagle Marketing                 undisclosed


CYBERDEFENDER CORP: March 31 Balance Sheet Upside-Down by $3.4MM
----------------------------------------------------------------
Cyberdefender Corp.'s balance sheet at March 31, 2008, showed
$1,382,775 in total assets and $4,842,307 in total liabilities,
resulting in a $3,459,532 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,009,396 in total current assets
available to pay $3,351,158 in total current liabilities.

The company reported a net loss of $1,476,035 on net sales of
$475,046 for the first quarter ended March 31, 2008, compared with
a net loss of $1,182,230 on net sales of $666,138 in the
correponding period of 2007.

The increase in net loss related primarily to the decline in  
revenues and the increase in the costs of advertising during the
period.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e96

                       Going Concern Doubt

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about Cyberdefender Corp.'s ability to continue
as a going concern after auditing the company's financial
statemetns for the year ended Dec. 31, 2007.  The auditing firm
reported that the cCompany has recurring losses from operations
and has not generated significant revenues to cover costs to date.

                    About CyberDefender Corp.

Headquartered in Los Angeles, CyberDefender Corp. (OTC BB: CYDE) -
-- http://www.cyberdefender.com/-- is an Internet security   
software company.  The company's Internet security technology  
offers the earliest possible detection and most aggressive defense
against Internet security attacks.  CyberDefender uses a secure
client-to-client distributed network, enabling protection that the
company believes is unparalleled in speed and flexibility.


DANA CORP: Must Pay $1.7MM Success Fee to USW's Financial Advisor
-----------------------------------------------------------------
The Hon. Robert Lifland of the U.S. Bankruptcy Court for the
Southern District of New York directs Dana Corp. and its debtor-
affiliates to pay a success fee application to United Steel, Paper
and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union.  Judge Lifland entitled the
union a $1,750,000 allowed administrative claim as payment of its
financial advisor, Potok & Co.'s success fee.

By agreement with the Debtors, United Steelworkers revises its
success fee payment application and asks the Court to approve a
success fee of $2,000,000 to be paid to Potok & Co.

The Committee of Certain Equity Holders of the Reorganized
Debtors is the sole objector to the Application.  The United
Steelworkers and the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America assert
that the objection should be overruled and the Application should
be approved.

On behalf of the Unions, Babette A. Ceccotti, Esq. at Cohen,
Weiss and Simon LLP, in New York, explains the Application did
not address a pre-negotiated success fee, a point that the Ad Hoc
Committee ignored.  Instead, the Application sought approval of
an agreement between the Reorganized Debtors and the Unions for
reimbursement of ongoing professional fees expenses incurred by
the Unions in the Debtors' Chapter 11 cases.

Ms. Ceccotti also argues that the Ad Hoc Committee's contention
that the original $2,500,000 figure "is simply arbitrary in
number" and that the Application contained "no analysis" of the
amount can also readily disposed of since the amount has been
reduced to $2,000,000.  She further argues that the Ad hoc
Committee's hyper-technical question as to whether Potok can be
compensated under Section 503(b)(3) and (4) of the Bankruptcy
Code can be readily disposed of.  Ms. Ceccotti notes that Section
503(b)(3) sets forth a non-exclusive list of the kinds of
expenses that qualify as administrative expense, thus the success
fee for Potok as financial advisor would be permitted under
Section 503(b)(3), even though attorneys and accountants are
named specifically.

                          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. 77; 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.


DELTA AIR: Reaches Tentative Joint Pilot Agreement Monday
---------------------------------------------------------
The negotiating committees of the Delta Air Lines and Northwest
Airlines pilots, both represented by the Air Line Pilots
Association, Int'l., have reached a tentative agreement with Delta
management on a joint pilot contract, the first important step in
the process of combining two pilot groups with long, proud
histories, into the largest unified pilot group in the world.

Negotiating sessions began on Monday, June 16, 2008, and continued
almost around the clock until an agreement was reached on Monday,
June 23, 2008.

The tentative agreement will be presented to each pilot group's
respective governing body, the Delta Master Executive Council and
the Northwest Master Executive Council, this week.

Details of the TA will not be released as it must first be
considered for ratification by each MEC before it can be presented
to each respective pilot group for a separate vote.  The process
of review and ratification will occur as a separate and
independent internal process within each pilot group.

                            About ALPA

Founded in 1931, ALPA -- http://www.alpa.org/-- represents 55,000  
pilots at 40 airlines in the U.S. and Canada. ALPA represents
approximately 7,000 active DAL pilots.  Visit the Delta pilots
website at http://www.deltapilots.org/

                     About Northwest Airlines

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

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

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

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DFG/OLYMPUS II: Submits Schedules of Assets and Liabilities
-----------------------------------------------------------
DFG/Olympus II LLC delivered its schedules of assets and
liabilities disclosing:

   Schedule                         Assets     Liabilities
   --------                       ----------   -----------
   A. Real Property               $5,800,000
   B. Personal Property
   C. Property Claimed as
      Exempt
   D. Creditors Holding                         $3,077,944
      Secured Claims
   E. Creditors Holding                           $202,837
      Unsecured Priority
      Claims
   F. Creditors Holding                         $1,855,279
      Unsecured Nonpriority
      Claims
                                   ---------   -----------
      TOTAL                       $5,800,000    $5,136,110

Las Vegas, Nevada-based DFG/Olympus II LLC filed its chapter 11
petition on Feb. 29, 2008 (Bankr. D. Nev. Case No. 08-11810).  
Judge Bruce A. Markell presides over the case.  Terry V. Leavitt,
Esq., represents the Debtor in its restructuring effort.  The
Debtor listed assets of $10 million to $50 million and debts of
$1 million to $10 million when it filed for bankruptcy.

The Debtor's affiliates, DFG/Olympus LLC, filed its chapter 11
petition on April 10, 2008 (Bankr. D. Nev. Case No. 08-13429).  It
listed assets and debts between $1 million and $10 million when it
filed for bankruptcy.


DRIGGS FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Driggs Farms of Indiana, Inc.
        P.O. Box 820
        Decatur, IN 46733

Bankruptcy Case No.: 08-11955

Type of Business: The Debtor manufactures frozen desserts &
                  novelties and dairy products.

Chapter 11 Petition Date: June 20, 2008

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Email: djs@sak-law.com
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison St.
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  http://www.sak-law.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
ConAgra Food Ingredients, Inc. Materials-trade       $1,583,167
P.O. Box 93462
Chicago, IL 60673

All American Foods             Materials-trade       $1,196,200
P.O. Box 8242
Mankato, MN 56002-8242

T.C. Jacoby & Company, Inc.    Materials-trade       $907,019
1716 Hidden Creek Court
Saint Louis, MO 63131

Berkshire Dairy                Materials-trade       $916,803
1258 Penn Avenue
Wyomissing, PA 19610-2130

Denali Ingredients (Value      Materials-trade       $643,844
America)
Dept. 4004
Lansing, MI 48909

Sweetener Supply Corp.         Materials-trade       $638,251
P.O. Box 848
Aurora, IL 60507-0848

Berry Plastics Technical       Packaging-trade       $621,731
Services
1371 S. Chillicothe Rd.
Aurora, OH 44202

Pullman Sugars, LLC            Materials-trade       $454,409
700 E. 107th St.
Chicago, IL 60628

Norse Dairy Systems            Materials-trade       $433,322
P.O. Box 1869
Columbus, OH 43216

Malnove Inc. of Nebraska       Packaging-trade       $303,668
13434 F. Street
Omaha, NE 68137

PS International, Ltd.         Materials-trade       $237,391
1414 Raleigh Road.
Chapel Hill, NC 27517

Zimmer Custom-Made Packaging   Packaging-trade       $204,943

Huhtamaki Packaging, Inc.      Packaging-trade       $191,337

Weyerhaeuser Company           Packaging-trade       $178,114

Green Bay Packaging            Packaging-trade       $172,336

Reindel Transport Inc.         Freight-trade         $164,463

Burd & Fletcher                Packaging-trade       $148,480

Schaefer Trucking              Freight-trade         $129,031

Continental Express, Inc.      Freight-trade         $126,798

South West Nut Company         Materials-trade       $126,725


DUNMORE HOMES: Court Disallows $320,648 in Claims
-------------------------------------------------
The Eastern District of California disallowed six claims against
Dunmore Homes, Inc. on the basis that they were filed after the
March 20, 2008 claims bar date:

   Claimant                        Claim No.     Claim Amount
   --------                        ---------     ------------
   Gibson & Skordal LLC                399            $3,627
   Lewis Roca                          406             6,644
   Martin Munoz                        411            12,799
   Mary Ann Molles                     409                 1
   Ryan Young Interiors                400            30,024
   Sacramento Bee                      408           267,553

The Debtor's objection with respect to Claim No. 410 filed by the
Employment Development Department was withdrawn as moot.

The objection with respect to Claim Nos. 403 and 404 filed by
Simas Floor Company and LaVoie & Sons is continued at a later
date.

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor filed its plan of
liquidation and an accompanying disclosure statement on March 21,
2008.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.  

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


DUNMORE HOMES: Court Approves Disclosure Statement
--------------------------------------------------
The Honorable Thomas Holman of the U.S. Bankruptcy Court for the
Eastern District of California signed an order approving the
Disclosure Statement explaining the Plan of Liquidation of Dunmore
Homes, Inc., on June 12, 2008.

The Court finds that the Disclosure Statement contains "adequate
information" within the meaning of Section 1125 of the Bankruptcy
Code.

The Court establishes June 12, 2008, as the record date for
purposes of voting to accept or reject the Plan.

Creditors entitled to vote must submit their ballots so as to be
received by Kurtzman Carson Consultants LLC, the Debtor's
balloting agent, no later than 5:00 p.m. Prevailing Pacific Time,
on July 18, 2008.

Judge Holman approves the proposed Plan Notice as modified on
June 5, 2008, the proposed ballot form, the contents of the
Committee Support Letter, and the form of the Assignment
Agreement and Assignment Letter.  The Court also approves the
proposed Solicitation Package to include, among others, (1) the
Plan, (2) Plan exhibits, (3) the Disclosure Statement Order, (4)
the approved ballot form and related voting instructions, (5) the
Committee Plan Support Letter, (6) the Assignment Agreement and
Assignment Letter, and (7) a pre-addressed return envelope.

Judge Holman directs the Debtor, through Kurtzman, to mail no
later than June 18, 2008, a copy on the Solicitation Package on
CD-ROM disk to:

   (a) creditors listed in Debtor's amended schedules;
   (b) all parties who have timely filed proofs of claim;
   (c) all equity holders;
   (d) counsel of the Official Committee of Unsecured Creditors;
   (e) counsel of the indenture trustee of Dunmore's securities;
   (f) the United States Trustee;
   (g) the Internal Revenue Service;
   (h) the Securities and Exchange Commission;
   (i) all governmental units listed on the Debtor's creditor
       matrix and the roster of public agencies maintained by the
       Court; and
   (j) all parties that have requested special notice.

If a party-in-interest seeks a hard copy of the Solicitation
Package, it can request and obtain a copy from Kurtzman.

The Debtor is authorized to make non-substantive modifications to
the Disclosure Statement and other documents in the Solicitation
Package before distribution in order to insert dates and
deadlines or make corrections or modifications of a
typographical, conforming or ministerial nature, the Court
clarifies.

Judge Holman sets July 18, 2008, as the last day for filing and
serving written objections, comments or responses, including any
supporting memoranda, either to:

   (1) the confirmation of the Plan;

   (2) the Debtor's "List of Senior Debt," which lists all of the
       claims that (i) constitute "Senior Debt" under that
       certain "Junior Subordinated Indenture" between JP Morgan
       Chase Bank N.A., as predecessor to Bank of New York Trust
       Company, N.A., and Dunmore Homes LLC; and (ii) are
       entitled to the benefits of subordination under the
       indenture agreement.

Judge Holman will convene a hearing on August 12, 2008, at 1:30
p.m. Prevailing Pacific Time, to consider confirmation of the
Debtor's First Amended Plan of Liquidation.

The Debtor and any other party supporting the Plan can file with
the Court any response to a timely filed objection either to
confirmation of the Plan or its List of Senior Debt no later than
August 5.

A full-text copy of the Disclosure Statement Order is available
for free at http://bankrupt.com/misc/DSORD.pdf

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor filed its plan of
liquidation and an
accompanying disclosure statement on March 21, 2008.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.  

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


DUNMORE HOMES: Travelers' Request to Forbid Assets Sale Denied
--------------------------------------------------------------
The Honorable Lawrence K. Karlton of the U.S. District Court for
Eastern District of California denied a request from Travelers
Casualty and Surety Co. of America to enjoin Sidney B. Dunmore
from selling several million dollars of his assets, The Sacramento
Bee reports.

On November 19, 2007, Travelers commenced a complaint against Mr.
Dunmore, the Sid Dunmore Trust, and DHI Development in the U.S.
District Court for the Eastern District of California.  Travelers
alleged, among others, breach of contract against the Defendants
with respect to a General Agreement of Indemnity the firm entered
into with Mr. Dunmore in December 2005.  Travelers asserted that
the Indemnity Agreement was one of consideration in agreeing to
issue performance bonds to the Defendants to guarantee completion
of subdivisions started  by Mr. Dunmore's company, Dunmore Homes
of Granite Bay.

Dunmore Homes Granite and certain of Mr. Dunmore's companies have
since been sold to a New York corporation owned by Michael Kane
in September 2007.  The New York company is now called Dunmore
Homes, Inc.  Dunmore New York filed a voluntary petition under
Chapter 11 in November 2007.

Among others, Travelers asked the District Court to:

   (a) compel the Defendants to perform under the Indemnity
       Agreement and deposit with Travelers $9,655,103; and

   (b) enjoin and restrain the Defendants from selling,
       transferring, disposing or encumbering their assets and
       property, including Mr. Dunmore's anticipated 2007 federal
       income tax refund totaling more than $12,000,000.

Before Judge Karlton issued a ruling barring Mr. Dunmore from
selling his assets, Debtor Dunmore Homes, Inc. delivered to the
District Court its opposition to Travelers' request.  The Debtor
asserted that its single largest asset is a note from Sidney
Dunmore which is secured by a first priority interest in a tax
refund of approximately $12,900,000 that Travelers is seeking to
have segregated.  On the Debtor's behalf, Pamela E. Singer, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in San Francisco,
California, argued that:

   -- Mr. Dunmore is required to deposit the tax refund proceeds
      in an escrow account, as to which the Debtor has an
      equitable interest, pursuant to an agreement between the
      Debtor and Mr. Dunmore;

   -- Travelers' request to prevent the deposit of the proceeds
      in the escrow account is a violation of the automatic stay
      in effect in the Debtor's bankruptcy case;

   -- Travelers is a member of the Official Committee of
      Unsecured Creditors in the Debtor's bankruptcy cases and
      thus, the Bankruptcy Court has the power, subject to
      certain conditions, to enjoin Travelers from making any
      further bond payments to certain creditors of the Debtor
      and its subsidiaries, in order to preserve the Debtor's  
      security interest in the Tax Refund.

   -- Travelers failed to disclose the existence of the Debtor's
      security interest in the Complaint, and failed to provide
      any notice of its Injunction Motion to the Debtor even
      though the Debtor's rights as the holder of a prior
      perfected security interest are affected by the relief
      requested.

The Debtor noted that it would not oppose having the Tax Refund
being segregated until the parties' respective rights are
adjudicated, but that relief had to be sought in the Bankruptcy
Court where parties in interest have an opportunity to appear and
be heard, Ms. Singer told Judge Karlton.

As noted, Judge Karlton rejected Travelers' injunction request in
an oral ruling on June 6, 2008.

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor filed its plan of
liquidation and an accompanying disclosure statement on March 21,
2008.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.  

(Dunmore Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).
    

DURA AUTOMOTIVE: Chief Financial Officer Tim Trenary Steps Down
---------------------------------------------------------------
Tim Trenary, who has served DURA Automotive Systems, Inc. as chief
financial officer, will leave the company.

Effective immediately and on an interim basis, Nick Preda, who is
DURA's current audit committee chairman, will assume chief
financial officer responsibilities from Mr. Trenary.  DURA also
disclosed that it will soon begin a search process for a permanent
CFO.

"[ Mr. Trenary] was a key member of the executive team that worked
to successfully bring DURA out of bankruptcy despite significant
challenges in the credit market," Larry A. Denton, chairman,
president and CEO, said.  "I am greatly appreciative of [Mr.
Trenary's] leadership and efforts on behalf of the Company and
wish him well in his future pursuits.  With our financial
restructuring behind us and our renewed competitive position the
DURA organization is well positioned and a destination for top
talent."

"I leave DURA with a tremendous sense of gratification in the
accomplishments, which everyone at the company worked so hard
together to achieve," Mr. Trenary said.  "The company is now
stronger financially and operationally, and I wish DURA success
well into the future."

As interim CFO, Nick Preda will assume all responsibilities from
[Mr. Trenary].  Once DURA's emergence from Chapter 11 is effective
in the coming days, DURA's new board of directors will begin the
search process for a permanent CFO.

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent     
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries. DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsels for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsels. Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  (Dura Automotive Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


EASTMAN KODAK: Board OKs Repurchase of $1 Billion Common Stock
--------------------------------------------------------------
Eastman Kodak Company's board of directors authorized a stock
repurchase program totaling as much as $1 billion of the company's
outstanding common stock.  At recent prices, the purchase of
$1 billion of Kodak stock would represent approximately 25% of the
shares outstanding.

The company also received a tax refund from the U.S. Internal
Revenue Service of $581 million.  The refund is related to the
audit of certain claims filed for tax years 1993-1998, and is
composed of a refund of past federal income taxes paid of
$306 million and $275 million of interest earned on the refund.

The company plans to fund the majority of the stock repurchase
program, which is authorized through the end of 2009, from the tax
refund, with the remainder to come from available cash on hand.
The repurchase will commence  soon as practicable, in accordance
with the rules and regulations of the U.S. Securities and Exchange
Commission that govern such purchases.

"Our board's decision to authorize this repurchase initiative
underscores the rising confidence we have in Kodak's product
portfolio, in our financial position, and in the execution of our
strategy," Antonio M. Perez, chairman and chief executive officer,
Eastman Kodak Company, said.  

"With our significant liquidity and strong balance sheet, we
continue to pursue a variety of long-term, value-creating growth
initiatives that are well funded,' Mr. Perez added.  "In addition,
we strongly believe that at the current price, the purchase of our
own stock is an appropriate use of our cash and will further
enhance long-term shareholder value."  

Separately, as part of the discussion of its second-quarter
results on July 31, 2008, the company plans to update the
investment community on the magnitude of the expected full-year
net positive earnings impact from the following factors: the tax
refund, commodity prices and related company actions, and the
previously announced lengthening of the useful life assumptions of
its film and paper manufacturing assets.

The federal tax refund claim related primarily to a 1994 loss
recognized on the company's sale of stock of a subsidiary,
Sterling Winthrop Inc., which was originally disallowed under IRS
regulations in effect at that time.  The IRS subsequently issued
revised regulations that served as the basis for this refund
claim.

The refund will have a positive impact on the company's net
earnings for the second quarter of 2008 of $574 million.  Of the
$574 million increase in net earnings, $300 million relates to the
1994 sale of Sterling Winthrop Inc., which will be reflected in
earnings from discontinued operations, net of income taxes.  The
balance of $274 million, which represents interest, will be
reflected in earnings from continuing operations.

Because of tax-loss carryforwards and other tax attributes, the
company expects to retain $575 million of the $581 million
proceeds received, with the difference representing expected
payments in 2008 for state income taxes.

Under the terms of the repurchase program, the company may
repurchase shares in open market purchases or through privately
negotiated transactions.  The stock repurchase activities will be
conducted in compliance with the safe harbor provisions of Rule
10b-18 of the Securities Exchange Act of 1934, as amended.  

Kodak management will determine the timing and amount of any
repurchase based on its evaluation of market conditions and other
factors. Repurchases of common stock may also be made under 10b5-1
plans, which would permit common stock to be purchased when the
company may otherwise be prohibited from doing so under insider
trading laws.  

The share repurchase program does not obligate the company to
repurchase any dollar amount or number of shares of its common
stock, and the program may be extended, modified, suspended or
discontinued at any time.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE:
EK)-- http://www.kodak.com/-- develops, manufactures, and
markets digital and traditional imaging products, services, and
solutions to consumers, businesses, the graphic communications
market, the entertainment industry, professionals, healthcare
providers, and other customers.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.


EASTMAN KODAK: $1BB Stock Repurchase Won't Affect Moody's B1 CFR
----------------------------------------------------------------
Moody's commented that Eastman Kodak's B1 corporate family rating
with a stable outlook would not be affected by the company's
announcement that its Board of Directors has authorized a stock
repurchase program totaling as much as $1.0 billion of the
company's outstanding common stock.

The authorization follows Kodak's receipt of $581 million from the
Internal Revenue Service associated with a completed audit of
certain claims filed for tax years for the tax years 1993-1998,
and is composed of a refund of past federal income taxes paid of
$306 million and $275 million of interest earned on the refund.

At recent prices, the purchase of $1.0 billion of Kodak stock
would represent approximately 25% of the shares outstanding.  The
company plans to fund the majority of the stock repurchase
program, which is authorized through the end of 2009, from the tax
refund, with the remainder to come from available cash on hand.

Headquartered in Rochester, New York, the Eastman Kodak Company is
a worldwide provider of imaging products and services with
$10.3 billion of revenue.


ECOVENTURE WIGGINS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Ecoventure Wiggins Pass, Ltd.
             P.O. Box 13465
             Tampa, FL 33681

Bankruptcy Case No.: 08-09197

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Aqua at Pelican Isle Yacht Club Marina,    08-09198
        Inc.

        Pelican Isle Yacht Club Partners, Ltd.     08-09199


Type of Business: The Debtors are real estate developers.

Chapter 11 Petition Date: June 24, 2008

Court: Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtors' Counsel: Harley E. Riedel, Esq.
                     E-mail: hriedel.ecf@srbp.com
                  Stephen R. Leslie, Esq.
                     E-mail: sleslie.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison St., Ste. 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  http://www.srbp.com/

Ecoventure Wiggins Pass, Ltd.'s Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

A. Ecoventure Wiggins Pass, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Boran Craig Barber Engel       $4,122,773
3606 Enterprise Ave.
Naples, FL 34104

Interior Design Network        $558,093
900 5th Ave. S., Ste. 102
Naples, FL 34102

Florida Floats, Inc.           $252,111
dba Bellingham Marine
1813 Dennis St.
Jacksonville, FL 32204

The Bentley Sales Group, Inc.  $168,631

Ecogroup, Inc.                 $76,682

RWA, Inc.                      $53,941

Humiston & Moore Engineers     $39,925

Wilson Structural Consultants  $38,825

United Landmark Associates,    $32,687
Inc.

Curts Gaines Hall Jones        $18,185

Royal Cove Plaza, LLC          $16,641

Naples Daily News              $16,240

Donald Roberts, Inc.           $15,000

Capri Engineering, LLC         $10,170

Foley & Lardner                $10,099

Felt Tip Design Group, Inc.    $8,267

IBA Consultants, Inc.          $6,900

Sunflower Maintenance, Inc.    $6,849

Fifth Avenue Magazine, LLC     $4,900

Williams/Carpenter Integrated  $4,736
Systems Consulting, LLC

B. Aqua at Pelican Isle Yacht Club Marina, Inc. does not have any
   creditors who are not insiders.

C. Pelican Isle Yacht Club Partners, Ltd. does not have any
   creditors who are not insiders.


EDDIE MAYO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Eddie Mayo Oil Properties, Inc.,
        2607 Highway 16 South
        Graham, TX 76450
        Tel: (940) 549-4638

Bankruptcy Case No.: 08-70241

Type of Business: The Debtor is engaged in crude petroleum and
                  natural gas production.

Chapter 11 Petition Date: June 19, 2008

Court: Northern District of Texas (Wichita Falls)

Debtor's Counsel: Randy Ford Taub, Esq.
                  Email: rfordtaub@msn.com
                  1004 Crystal Springs Drive
                  Allen, TX 75013
                  Tel: (972) 678-2950
                  Fax: (972) 678-2953

Estimated Assets:    $100,000 to $1,000,000

Estimated Debts: $1,000,000 to $100,000,000

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


EDUCATE INC: Moody's Raises Corporate Family & Sec. Credit Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed Educate, Inc.'s B1 corporate
family rating, but revised its ratings outlook to negative from
stable.  Moody's also upgraded the rating on the company's first
lien senior secured credit facilities to Ba2 from Ba3, as per
Moody's Loss Given Default Methodology.  The rating on the second
lien term loan was affirmed at B3.

The outlook revision reflects Moody's concern that a weak consumer
spending environment will continue to pressure the results of the
core Sylvan franchise business, particularly given the
discretionary nature of its services.  

Moody's is also concerned that reduced credit availability could
pressure customers' ability to fund enrollment costs.  
Notwithstanding these concerns, Moody's recognizes the substantial
reduction in debt associated with the recent sale of the Catapult
Learning business, the favorable performance of the European
business, and the company's adequate liquidity.

Additional debt reduction could come from the sale of the company
owned centers, although the pace of this has been slower than
anticipated due to market conditions.

Ratings affirmed:

  -- Corporate Family Rating at B1;
  -- Probability-of-Default Rating at B1;

  -- $75 million second lien term loan due 2014 at B3 (LGD5, 75%).
     Point estimate revised from (LGD5, 83%).

Ratings Upgraded:

  -- $15 million senior secured revolving credit facility due 2012
     to Ba2 (LGD2, 24%) from Ba3 (LGD3, 32%);

  -- $104 million first lien term loan B due 2013 to Ba2 (LGD2,
     24%) from Ba3 (LGD3, 32%).

The B1 corporate family rating reflects Educate's relatively high
leverage, its small size, and the competitiveness of the pre-
kindergarten through 12th-grade tutoring business, both from
corporate providers and individual teachers that places
constraints on pricing and system-wide revenues.

The rating is supported by the company's repositioning as a
franchise model and the resulting focus and inherent stability in
the company's retained businesses.  The rating is further
supported by good interest coverage, the geographical diversity
and stability of the company's franchise revenues, strong market
share, brand value, as well as high operating margins and low
maintenance capital expenditures.

On March 30, 2008, the company completed the sale of its Catapult
Learning business for gross proceeds of $124 million.  The company
used $86 million of the proceeds to pay down the first lien term
loan with the remainder used to taxes, transaction costs, and a
working capital reimbursement.

The upgrade of the first lien senior secured credit facilities
reflects the increased proportion of contractually subordinated
second lien debt in the capital structure following the Catapult
Learning sale.

Headquartered in Baltimore, Maryland, Educate, Inc. is an
education services company for students ranging from pre-
kindergarten through high school.  The company has pro forma sales
that exceed $100 million.


EMPIRE LAND: Gets Final OK to Use Palmdale's $20 Mil. DIP Facility
------------------------------------------------------------------
The Hon. Meredith A. Jury of the United States Bankruptcy Court
for the Central District of California authorized Empire Land LLC
and its debtor-affiliates to obtain, on a final basis, up to
$20 million in postpetition financing under a revolving credit
facility from Palmdale Land Investors LLC, as lender.

Any objections to the Debtors' DIP motion that have not previously
been withdrawn or resolved are overruled.

The Debtors and Palmdale Land are parties to a second amended
and restated limited liability company agreement of Anaverde LLC
dated May 31, 2007, as amended.  The Debtors own 50.1% membership
interest in Anaverde, while the remaining 49.9% interest is owned
by Palmdale Land.  The parties are members of Anaverde LLC that
owns:

   i) a master-planned, partially entitled residential development  
      comprised of 2,000 acres including 5,000 lots in Palmdale,
      California; and

  ii) an adjacent development for 157 single family houses.

On Aug. 21, 2007, Anaverde entered into a loan and security
agreement with CWCapital LLC to provide financing up to
$125 million, which is set to mature by Sept. 20, 2009, but
CWCapital transfered all of its security interest in the loan to
Cadim Note Inc. on Oct. 4, 2007.  Cadim Note stopped funding when
Anaverde is out of compliance due to mechanics' liens filed
against it.

The loan will be used to provide additional capital contribution
to Anaverde on behalf of the Debtors to allow development of the
property to continue, and to pay certain fees and expenses owed to
contractors and suppliers who have rendered services for the
Debtors.

The committed $20 million facility will incur 25% per annum,
compounded monthly, but not more that the maximum rate permitted
under applicable law.  Any portion of the loan is not paid, the
facility will bear interest at 27%.

All DIP obligations will be secured by the Debtors' membership
interest in Anaverde LLC, but subordinate to the first priority
perfected security interest granted to Cadim Note.

The DIP agreement contains customary and appropriate events of
defaults.

A full-text copy of the Debtor-In-Possession Agreement is
available for free at:

               http://ResearchArchives.com/t/s?2b76

A full-text copy of the Second Amended And Restated Limited
Liability Company Agreement is available for free at:

               http://ResearchArchives.com/t/s?2b77

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops   
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.

The company and seven of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-
14592).

James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region  16 has appointed three creditors to serve on
an Official Committee of Unsecured Creditors in this cases.  The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


ENRON CORP: Seeks to Disallow MARAD'S $43 Mil. Bond Purchase Claim
------------------------------------------------------------------
The reorganized Enron Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to disallow
and expunge a $50 million bond purchase claim asserted by the U.S.
Department of Transportation, Maritime Administration.

MARAD originally filed Claim No. 22454, in connection with a bond
purchase agreement pursuant to which Empresa Energetica Corinto,
Ltd., issued $50,000,000 in United States Government Guaranteed
Export Ship Financing Obligations to private investors.  The
Purchase Agreement was part of a loan procured by Empresa to
finance part of the construction cost of Margarita II, a 70.5-
megawatt barge-mounted power plant located in Puerto Corinto,
Nicaragua.  Empresa is owned by a former corporate subsidiary of
Enron Corp.

Claim No. 22454, which asserted $43,174,000, was subsequently
amended by Claim No. 24788 asserting the same amount.

The Reorganized Debtors initially objected to Claim No. 24788 as
late-filed.  After a a hearing, the Court deemed the Claim timely
filed.  In May 2005, Enron Creditors Recovery Corp., again filed
an objection to disallow and expunge the Claim, or, in the
alternative, estimate the Claim at $0.  The Court held a pre-
motion conference and authorized MARAD to file a motion for
summary judgment and Enron to file a supplemental estimation
motion.  Subsequently, the parties engaged in limited discovery.  
>From the discovery, Enron has received information undermining
the validity of the Claim, Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, in New York, says.

In separate proceedings, Enron entered into a stipulation
resolving claims filed by the Internal Revenue Service.  The
stipulation also established, among other things, that Enron is
entitled to a $9,746,392 tax refund for the 2000 tax year.  On
May 3, 2007, the IRS informed Enron of its intention to offset
the Tax Refund against Claim No. 24788 to the extent the Claim is
or becomes allowed pursuant to Enron's Plan.

Consequently, as of April 2008, the IRS has not refunded the Tax
Refund because it asserts that the Tax Refund is collateral for
MARAD's contingent and unliquidated Claim.

Thus, Enron objects to, and asks the Court to disallow Claim No.
24788 to permit the release of the Tax Refund.  Enron also
requests that the Reserve Fund, which holds about $7,400,000 as
security for MARAD's contingent and unliquidated obligations
related to the Corinto Project, be reduced and paid to Empresa, on
a dollar-for-dollar and ongoing basis.

According to Mr. Rosen, MARAD filed Claim No. 24788 without
providing any explanation for the Claim other than attaching the
bond purchase agreement.  He asserts that the Claim is contingent
and unliquidated.  As of April 2008, the Loan underlying the
Purchase Agreement has not been triggered by notice of default.  
Likewise, MARAD has never served a notice of technical default to
Enron.

Mr. Rosen says Empresa continues to make timely payments on the
Corinto Bonds.  As a result, the MARAD guarantee to the Corinto
Bondholders has not been triggered and MARAD has not sustained a
loss.  Furthermore, he asserts that the Claim is unliquidated to
the extent that MARAD does not know when, if ever, Empresa will
default.  In fact, he says, Empresa has repaid the Corinto
Bondholders almost $30,000,000 since the date of bankruptcy.

According to Mr. Rosen, due to the disputed nature of the Claim
and pursuant to the Plan, Enron has been required to maintain
$18,000,000 in the Disputed Claims Reserve on account of the
Claim.  As a result, more than $27,000,000 has been withheld from
distributions to creditors, while MARAD watches its contingent
exposure be whittled to $0.

Mr. Rosen asserts that the Claim is contingent, unliquidated and
grossly overstated.  He contends that liquidated amounts claimed
by MARAD cannot be accurately determined until there is a default
under the Loan.  Absent a default, the Claim is contingent and
unliquidated, and thus cannot be allowed.

Furthermore, Mr. Rosen asserts that the Claim should be
disallowed and expunged because it is devoid of any legal or
factual basis in support of MARAD's assertions.  MARAD failed to
set any evidence that it has a right to payment pursuant to the
Purchase Agreement, he points out.  In the event that the Claim
is expunged, Enron asks that the Tax Refund, together with all
interest accrued thereon, be returned as soon as possible.

                         MARAD Responds

Michael J. Garcia, United States Attorney for the Southern
District of New York, argues that the Debtors' objection to the
Claim should be overruled because the objection disregards
Enron's breach on a prepetition obligation to MARAD and is
premised on the incorrect assertion that MARAD's claim has no
value.

"There is nothing contingent about whether Enron breached a
prepetition obligation to MARAD," Mr. Garcia asserts.  The only
uncertainty concerns the proper measure of damages, he contends.  
The payment Enron owed to MARAD as of the Petition Date was fixed
at $36,876,000, however, MARAD's actual economic harm can be used
as a measure of damages, he tells the Court.

In fact, despite Enron's breach, MARAD has not yet been required
to pay out on its guarantee, Mr. Garcia notes.  MARAD's exposure
has diminished since the Petition Date, as a result of the
partial paydown of the underlying debt, he says.  The exact
economic value of the default risk borne by MARAD, while
significant, changes as the debt continues to be paid.

MARAD contends that, to resolve the Claim, the Court should delay
adjudication or estimation of the Claim, while authorizing an
immediate release of all funds not required to protect MARAD, and
with further releases of cash security as MARAD's exposure
decreases through Empresa's debt payments.

Under this approach, all disputed reserve amounts including the
Tax Refund can be immediately released, with the remainder of the
refund withheld to the extent of MARAD's exposure on the
guarantee, Mr. Garcia says.  Enron will receive additional
releases of the Tax Refund, assuming scheduled debt payments are
made in October 2008 and April 2009, with a final distribution of
tax refund amounts in October 2009.

Additionally, Mr. Garcia says the Court may issue an order that,
if MARAD does not incur a payout obligation on its guarantee by
October 2009, MARAD's claim will be deemed withdrawn.  Meanwhile,
if a default occurs, MARAD's damages will be determined, and its
claim should be allowed in that amount.

Mr. Garcia states that this resolution is the most appropriate
and efficient means to maximize value to the estate, and to treat
MARAD's claim in accordance with its true economic value.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP, represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represent the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.  (Enron Bankruptcy News, Issue No.
209; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
       

ENRON CORP: Abbey National Allowed $13,000,000 Unsecured Claim
--------------------------------------------------------------
Enron Creditors Recovery Corp., formerly Enron Corp., asks the
U.S. Bankruptcy Court for the Southern District of New York to
approve a compromise of Claim No. 25413 filed by Abbey National
Treasury Services.

Claim No. 25413 arose from the 6.31% senior secured notes
aggregating $475,000,000 in principal amount and the 6.19% senior
secured notes aggregating EUR515,000,000 in principal amount
issued by Marlin Water Trust, and Marlin Water Capital Corp.

Abbey purchased $50,000,000 of the U.S. Dollar Notes and
EUR55,000,000 of the Euro Notes.  During the Petition Date, Abbey
sold its U.S. Dollar Notes for $8,875,000 and EUR25,000,000 of
its Euro Notes for EUR4,250,000, and the remaining EUR30,000,000
for EUR5,137,500.

Abbey filed Claim No. 13585 in October 2002 against the Debtors
alleging a claim in the amount of the Abbey-Marlin Notes plus
interest, less the amounts Abbey received for the sale of the
Notes.  Enron objected to the Claim on the grounds that the Claim
has no merit.

After filing the Claim, Enron and Abbey determined that Claim No.
13585 did not conform with the Bankruptcy Code or the Bar Date
Order with respect to the Euro Notes, which were not denominated
in lawful currency of the United States as of the Petition Date.  
Additionally, they agreed that Claim No. 13585 included incorrect
calculation dates.

In January 2007, the Court granted Abbey leave to amend Claim No.
13585 to convert the amount asserted on the Euro Marlin Notes
into U.S. Dollars, reduce the amount of prepetition interest
asserted by Abbey, and file an amended claim.  Abbey then filed
Claim No. 25413 seeking recovery of $84,349,437, which includes
$2,311,643 of prepetition interest, plus postpetition interest.

In a desire to resolve Claim No. 25413 and any causes of action
that may arise regarding the Abbey-Marlin Notes, the parties
engaged in extended arm's-length negotiations between Enron and
Abbey over several months.  As a result, the parties entered into
a settlement agreement, under which:

   (a) Claim No. 25413 will be allowed as a Class 4 General
       Unsecured Claim for $13,000,000 against Enron; and

   (b) the parties will mutually release one another from all
       claims or causes of action related to the Abbey-Marlin
       Notes.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP, represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represent the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.  (Enron Bankruptcy News, Issue No.
209; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


EXCELLENCY INVESTMENT: Has $9,679,522 Equity Deficit at March 31
----------------------------------------------------------------
Excellency Investment Realty Trust Inc.'s consolidated balance
sheet at March 31, 2008, showed $5,048,154 in total assets and
$14,727,676 in total liabilities, resulting in a $9,679,522 total
stockholders' deficit.

The company reported a net loss of $59,187 for the first quarter
ended March 31, 2008, compared with a net loss of $398,186 in the
same period last year.

In the three-month period ended March 31, 2007, the company had a
realized loss on sales of trading securities of $168,748.  During
fiscal 2007, the company discontinued its practice of trading
equity securities of publicly traded companies.  Therefore the
company did not have a similar loss in the first quarter of fiscal
2008.

Revenues increased $123,988, from $395,805 to $519,793, or
approximately 31.3%, in the three-month period ended March 31,
2008, compared to the same period in the prior year.  This
increase was primarily related to a combination of higher
occupancy rates and higher rents at the company's Properties.

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?2e84

                       Going Concern Doubt

Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Excellency Investment Realty Trust Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the yer ended
Dec. 31, 2007.  The auditing firm pointed to the company's net
loss of $3,959,030 and negative cash flow from operations of
$518,538 for the year ended Dec. 31, 2007, and stockholders'
deficit of $9,621,835 as of Dec. 31, 2007.

                   About Excellency Investment

Headquartered in Hartford, Conn., Excellency Investment Realty
Trust Inc. (OTC BB: EIVR) -- http://excellencyreit.com/--           
is engaged in the business of acquiring, developing, holding for
investment, operating and selling apartment properties in
metropolitan areas on the east coast of the United States.  The
company intends to qualify as a real estate investment trust, or
REIT, under the Internal Revenue Code of 1986, as amended.

Through its subsidiaries, the company owns eight residential real
estate Properties, consisting of an aggregate of 273 apartment
units, and comprising a total of approximately 221,839 square
feet, all of which are leased to residential tenants.  Each of the
Properties is located in the metropolitan Hartford area of
Connecticut.


FERRO CORP: S&P Assigns 'B' Rating on Proposed $200MM Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and secured debt ratings on Ferro Corp.  S&P also assigned
a 'B' rating to the company's proposed $200 million senior
unsecured notes due 2016 as well as a recovery rating of '5',
indicating the expectation for modest (10% to 30%) recovery in the
event of a payment default.  Proceeds from the offering will be
used to redeem $200 million of secured debt maturing in 2009.  The
outlook is stable.
      
"Near-term positives include the potential that cash flow
protection measures will continue to strengthen and the benefits
of restructuring actions," said Standard & Poor's credit analyst
Wesley E. Chinn.  "However, difficult conditions in U.S.
packaging, automotive, and building and construction markets and
raw material cost pressures are tempering factors, and the cushion
related to the leverage ratio covenant under the credit facility
may only be moderate this year."
     
The ratings on Ferro, a producer of ceramic glaze, porcelain
enamel coatings, electronic materials, and inorganic pigments and
colorants, reflect vulnerability to raw material costs,
challenging conditions in certain U.S. markets tempering overall
earnings progress in the near term, low operating margins in
organic specialties product lines, and aggressive debt leverage.  
Partly offsetting these negatives are a meaningful, diverse
chemicals portfolio (generating revenues of about $2.3 billion),
good geographic and customer diversification, and ongoing
initiatives to lower the cost structure and improve the product
mix.


FERRO CORP: Moody's Assigns B2 Rating to New $200MM Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Ferro
Corporation's new $200 million senior unsecured notes due 2016.  
Moody's also affirmed the company's other ratings (B1 Corporate
Family Rating).

Proceeds from the offering will be used to repay the company's
$200 million senior secured notes due 2009; the company issued a
tender offer for these notes on Friday June 20, 2008.  The
company's outlook remains positive.

The company's B1 corporate family rating reflects its elevated
leverage, limited free cash flow, the expectation that the company
will continue to restructure or exit underperforming product
lines, and relatively low, albeit improving, EBITDA margins for a
specialty chemical company.

The ratings are supported by an improving financial profile,
leading market positions in porcelain, glass and enamel coatings
and sustainable market positions in electronic materials.  The B2
rating on the new unsecured notes due 2016 reflects their
subordination to a substantial amount of secured debt in the
credit facility and term loan.

The positive outlook reflects the company's strong placement in
the B1 rating category and the expectation of further improvements
to operating performance and meaningful debt reduction over time.  
While the company continues to improve financial performance,
progress has been slowed by the significant increases in many
commodity and energy prices, though Ferro has been impacted to a
lesser degree than many other specialty chemical companies.

The company continues to implement cost reduction initiatives.  As
previously noted the company may sell underperforming product
lines and use cash to repay debt.  Free cash flow will be limited
over the next 12-18 months due to increases in working capital,
contributions to its pension plan and elevated capex.  "Although
Ferro's rating maps to the "Ba" category utilizing Moody's
Chemicals Industry Rating Methodology, cash flow to debt metrics
are currently at or below the minimum required for the "Ba"
category.

Additionally, given the potential negative impact of higher energy
and commodity prices, Moody's is not yet willing to consider a
higher rating," John Rogers, senior vice president at Moody's,
stated.

Ratings Assigned:

Issuer: Ferro Corporation

  -- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5;
     74%)

The rating on the company's 2009 notes will be withdrawn upon
completion of the tender offer.

Ferro Corporation, headquartered in Cleveland, Ohio, is a global
producer of an array of specialty chemicals including coatings,
enamels, pigments, plastic compounds, and specialty chemicals for
use in industries ranging from construction, pharmaceuticals and
telecommunications.  Ferro operates through the following five
primary business segments: Performance Coatings, Electronic
Materials, Color and Performance Glass Materials, Polymer
Additives, and Specialty Plastics.  Revenues were $2.3 billion for
the LTM ended March 31, 2008.


FINANCIAL GUARANTY: CreditSights Analyst Predicts Insolvency
------------------------------------------------------------
CreditSights analyst Rob Haines said in a report issued early this
month that bond insurers like CIFG Guaranty Ltd., Financial
Guaranty Insurance Company, and XL Capital Assurance are likely to
violate capital requirements in the second quarter of 2008,
Reuters notes.  The breach of capital requirement would lead to "a
chain of events" driving the insurers to insolvency, Reuters
quotes the analyst's report as stating.

Mr. Haines said that regulatory agencies would have to intervene
should bond insurers become unable to raise fund and their capital
drop below the established level, Reuters says.  This could result
in excessive payouts on derivatives depleting the insurers' funds,
Mr. Haines' report continued, Reuters relates.

Reuters notes that the Insurance Department of New York has set
the capital requirement for bond insurers at $65 million, and
allows a 90-day cure period for those that can't meet with the
requirement.

According to Mr. Haines, CIFG, FGIC, and XL Capital are expected
to breach statutory requirements during the present quarter over
further write-downs on mortgage-backed loans, Reuters reports.  
Mr. Haines pointed to CIFG's $15 million in equity above the
requirement cap, which is reportedly the lowest "cushion among the
bond insurers," Reuters relates.  FGIC still has in excess of $300
million of capital cushion and XL Capital has about $102 million,
Reuters quotes Mr. Haines as stating.

MBIA Insurance Corp. has about $3.9 billion in capital cushion and
Ambac Assurance Corp. has about $3.5 billion owed to recent
capital infusion, Mr. Haines said, Reuters relates.

                             About FGIC

Financial Guaranty Insurance Company -- http://www.fgic.com/--  
examines transactions and work collaboratively with issuers and
their investment bankers to develop client-focused solutions that
help customers meet their financing goals.  FGIC's Risk Management
Team conducts surveillance of the securities it insures to
identify and mitigate potential problems.

FGIC is rated "BBB" by Fitch Ratings, "Baa3" by Moody's Investors
Service and "BB" by Standard & Poor's.  FGIC remains on rating
outlook negative from Fitch, on review for possible downgrade by
Moody's and CreditWatch with negative implications from S&P.

                         About CreditSights

CreditSights -- https://www.creditsights.com/ -- is one of the
first research providers to integrate debt and equity research
into a single view across a company's entire capital structure.  
Its team of more than 50 analysts look to identify the best
investment opportunity in each of the companies and sectors that
they cover, bringing over 15 years average experience to their
analysis of debt and equity.  Its research team, led by Glenn
Reynolds and Peter Petas, has both buy-side and sell-side
experience in the U.S. and overseas.  Among its staff are five
former heads of research as well as multiple past recipients of
awards from Institutional Investor in their annual polls of the
best debt and equity analysts.


FIRST DARTMOUTH: Plan Confirmation Hearing Moved to August 21
-------------------------------------------------------------
The Hon. K. Rodney May of the United States Bankruptcy Court
for the Middle District of Florida will hold on Aug. 21, 2008, a
hearing to consider confirmation of the Chapter 11 plan of
reorganization that First Dartmouth Homes filed on April 28, 2008.  
The hearing was originally set on June 4, 2008.

On April 30, 2008, Judge May conditionally approved the Debtor's
disclosure statement explaining its Chapter 11 plan.  He found
that the disclosure statement contains adequate information within
the meaning Section 1125 of the Bankruptcy Code.

The Court also extended the Debtor's exclusive period to file a
Chapter 11 plan until Aug. 21, 2008.

On May 28, 2008, the Debtor received positive votes from its
creditors on its Chapter 11 plan.

                        Chapter 11 Plan

The plan is premised on the use of cash accumulated during
the Debtor's Chapter 11 case, the release of certain on the cash
proceeds from certain collateral and a new equity investment.  The
plan classified claims against and liens in the Debtor in 8
classes.

All administrative and tax claims will treated as unclassified
claims under the plan.

Holders of class 1 Regions Bank secured claim will conclude the
foreclosure of its lien on the Debtor's two lost in Pinellas
County, Florida, in full satisfaction of its allowed secured claim
or receive other treatment as may be mutually agreed upon by the
Debtor and the bank provided that distribution does not affect any
other creditor.  In a later filing, the Debtor say that the
proceeds of the foreclosure sale will not be sufficient to satisfy
the bank's claims therefore, it will have a deficiency claims
against the Debtor.  But the bank agreed not to receive any
distribution.

Holders of class 2 Frank S. Maggio Secured claim will release its
lien on the cash proceeds of their collateral in the amount of
$37,500, pursuant to the plan as part of its new equity
contribution to the Debtor.

On the distribution date, each holder of Class 3 other secured
claims will be entitled to receive, either:

   a) the payment of its allowed secured claims in cash in full;

   b) the sale of the property securing any allowed secured claims
      to the extent of the value of their respective interests in
      the property;
   
   c) the surrender to the holder of any allowed secure claims of
      the property securing its claim; or

   d) other distribution as will be necessary to satisfy the
      requirement of Chapter 11 of the Bankruptcy Code.

Holders of class 4 priority claims will get cash in full
satisfaction of it allowed priority claims or other treatment as
may be agreed upon in writing by the holder on the distribution
date.

Each holder of class 5 insured claims will be paid solely from the  
proceeds of the insurance policy(s) and will get no distribution
from the Debtor, its estate, or the reorganized Debtor.

Holders of class 6 guaranty claims of Regions Bank and Colonial
Bank will not receive any distribution but will retain any claims
they may have against third parties under the plan.

Each holder of class 7 general unsecured claims will receive a pro
rata distribution of the general unsecured fund in full
satisfaction of its allowed general unsecured claim.

Class 8 equity interests will be canceled under the plan.

All classes of claims against and equity interest in the Debtor,
except class 3 and 4, are impaired under the plan.

A full-text copy of the Chapter 11 Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?2e6f

                      About First Dartmouth

Headquartered in St. Petersburg, Florida, First Dartmouth Homes is
a homebuilder that focuses on developing luxury residential and
mixed-use communities and yacht clubs.  The company filed for
Chapter 11 protection on Dec. 28, 2007 (Bankr. M.D. Fla. Case No.
07-12927).  John D. Emmanuel, Esq., at Fowler, White, Boggs,
Banker, P.A., in Tampa, Florida, represent the Debtor.  The U.S.
Trustee for Region 21 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors.  The Debtor's Chapter
11 petition listed assets of $1.5 million and debt of $55.3
million.


FORUM HEALTH: Moody's Cuts Rating of $146MM in Debt Due to Losses
-----------------------------------------------------------------
Moody's Investors Service has downgraded the bond rating for Forum
Health to B3 from B1, affecting $146 million of debt.  At this
time we are placing the rating on watchlist for potential further
downgrade.  

The rating downgrade is due to unexpected and large operating
losses through four months of fiscal year 2008 and a significant
shortfall to budget, very large volume declines at Western Reserve
Care System, and the expiration of JPMorgan's standby bond
purchase agreement, which will accelerate repayment of the Series
1997B bonds ($38 million).  Additionally, unrestricted cash has
declined because of pension payments and lender requirements to
fund the debt service reserve fund.

The watchlist action is due to uncertainty regarding the system's
ability to renew its union contracts and achieve targeted savings
that are necessary for the system's viability and the risk of
filing for bankruptcy protection.

Although we believe Forum has enough cash to make several debt
service payments and is not in immediate danger of missing a
payment, we believe if the system fails to renew union contracts
at favorable terms and if operating performance continues with no
improvement, the likelihood of filing for bankruptcy increases
substantially.

LEGAL SECURITY: Gross revenue pledge and mortgages on the primary
facilities

INTEREST RATE DERIVATIVES: None

STRENGTHS

  -- Large two-hospital system with 29,000 admissions located in
     Youngstown, Ohio area

  -- Adequate system-wide unrestricted cash position relative to
     rating level with $78 million (70 days of cash on hand) as of
     April 30, 2008, despite significant decline from fiscal
     yearend 2006, which was primarily due to pension funding and
     required transfers to the debt service reserve fund; pension
     funding requirements have declined significantly

CHALLENGES

  -- Likely future declines in unrestricted cash because of the
     expiration of the standby bond purchase agreement on the
     Series 1997B bonds ($38 million) and accelerated repayment to
     the bank and requirements under a forebearance agreement to
     fund the debt service reserve fund further

  -- Transitioning to a permanent management team and development
     of long-term strategies now that planned asset sales were not
     completed

  -- Heavily unionized workforce with about 75% of employees in
     unions, compared with a much smaller portion at Forum's  
     primary competitor, and all union contracts expire in 2008

  -- Significant and multi-year declines in inpatient admissions
     and outpatient procedures, particularly at the Western
     Reserve facility (admissions down 20% in 2007 and 28% through
     four months of 2008), from disruptions related to
     renegotiating union contracts, loss of volumes to the
     competitor, and economic challenges

  -- Unexpected operating losses through four months of 2008 and
     significant shortfall to budget, following notable operating
     improvement in 2007

  -- Competition from a financially strong and equally-sized
     hospital system, which opened a new hospital on Aug. 1,
     2007, and from physicians, who are competing heavily for
     outpatient services

  -- Economically weak service area, characterized by a declining
     population and below-average wealth levels, which have
     resulted in rising self-pay and charity care patients

  -- Funding of capital needs in order to remain competitive

RECENT DEVELOPMENTS/RESULTS

Despite notable improvement in 2007, operating performance through
four months of 2008 is behind both the prior year and budget and
volume declines at the Western Reserve facility continue to
decline significantly.  In fiscal year 2007 the system had
$787 thousand (0.2% margin) in operating income compared with an
$11 million operating loss in 2006.

Operating cashflow in 2007 was on par with 2006 at $23 million
(5.1%), compared with $24 million in 2006.  Trumbull Memorial
Hospital was very profitable in 2007 and benefits from a
relatively better payer mix than Western Reserve Care System and
more favorable union contracts.

Western Reserve Care System, while still reporting losses,
improved in 2007 to finish the year with a moderate operating
loss.  Operating improvement was driven by workforce reductions,
revenue cycle strategies, containment of supplies costs, and
savings from new union contracts.

Through four months of fiscal year 2008, however, the system had
an operating loss of almost $5 million, compared with operating
income of $1.5 million in the prior period, and operating cashflow
of $3 million (a very modest 2.2%), compared with operating
cashflow of $12.7 million (7.7%) in the prior period.

Through the first four months, the system is below budget by
$9 million.  The decline in performance and shortfall to budget is
primarily due to continued significant volume losses at Western
Reserve and an inability to reduce the workforce quickly enough,
and a payer mix shift from traditional Medicare to less favorable
Medicare managed care.

Volume declines continue to be a problem, particularly at Western
Reserve.  At Western Reserve, in 2007 admissions declined by 20%
or 3,600 and outpatient surgeries declined by 15% due to
disruptions during union negotiations, the loss of a group of
oncologists, competition and economic difficulties.

Through four months of fiscal year 2008, admissions declined by
28% due to the same issues and due to loss of volumes to Humility
of Mary after the opening of a new hospital in Boardman in August
of 2007 and after Forum's closure of Beeghly Medical Park.

At Trumbull, in 2007 admissions declined by 3% and outpatient
surgeries declined by 5% for some of the same reasons.  Trumbull's
admissions are up almost 9% through the four months of 2008 but
has been affected negatively by higher Medicare managed care and
Medicaid volumes.

Forum continues to be challenged by its largely unionized
workforce and a history of difficult contract negotiations.  
Although the system reached agreements last year with its largest
unions, receiving concessions and avoiding a labor stoppage, all
of Forum's union contracts expire in 2008 and so the system is in
another period of negotiation.

Given Forum's competitor largely is not unionized, we believe the
system is at a competitive and financial disadvantage, unless more
favorable contracts can be negotiated.

Since the end of last year, Forum has ceased most of its efforts
to sell the system's assets, with the exception of Beeghly Oaks
and Beeghly Medical Park, both of which were sold by yearend 2007.  
Forum is attempting to sell its home health and Hillside
operations.  The system is in the process of recruiting a
permanent management team.

Although unrestricted cash is adequate for the current rating
level, there is a likelihood that cash will decline significantly
given the accelerated repayment of certain bonds.  Unrestricted
cash declined significantly between fiscal yearend 2006 and 2007
primarily due to certain funding requirements.  As of Dec. 31,
2007, unrestricted cash was $82 million (68 days of cash on hand),
compared with $114 million (87 days) as of Dec. 31, 2006.

The decline was primary due to $12 million in pension funding, a
$5 million payoff of a lease and the transfer of $5 million to the
debt service reserve fund as a requirement for an extension of
forbearance agreements.  As of April 30, 2008, unrestricted cash
was $78 million (70 days of cash on hand) and the debt service
reserve fund was $27 million, as the system used proceeds from
asset sales to pay down approximately $20 million of debt.  
Including the debt service reserve funds, cash-to-debt is 71%.  

Due to changes in the pension plan and returns in 2007, the
pension plan is underfunded by only $11 million and the next
funding requirement is about $2 million in 2009.

Forum has been operating under forbearance agreements with its
lenders.  The Series 1997B ($38 million) variable rate bonds are
insured by MBIA and supported by a standby bond purchase agreement
from JPMorgan.  The SBPA expires July 15, 2008 and JPMorgan will
not be renewing the agreement and the bonds will convert to a
five-year term loan with $6.8 million in repayment annually.

The SBPA Events of Termination include "a downgrading, suspension
or withdrawal for credit-related reasons for a period of ninety
consecutive days of the rating of the Bond Insurer's financial
strength by each Rating Agency rating the Bond Insurer to below
one of the two top Rating Categories".  The obligation of JPMorgan
to provide term-out funding is subject to no Event of Termination.  
Moody's financial strength rating on MBIA is A2.

The system has a forbearance agreement with Fifth Third Bank,
which provides the letter of credit for the Series 2002B bonds
($8 million).  The agreement is expected to be extended to Jan.
15, 2009.  The agreement includes a number of requirements for
Forum to fund its debt service reserve fund if certain objectives  
are not achieved.

Outlook

The rating is on watchlist for potential downgrade due to
uncertainty regarding the system's ability to renew its union
contracts and achieve targeted savings that are necessary for the
system's viability and our belief that, in the absence renewing
these contracts and with large operating losses, the likelihood of
the system choosing to file for bankruptcy protection is high.

What could change the rating--UP

Given the rating placement on watchlist for potential downgrade, a
rating upgrade is unlikely in the short-term; over the longer-
term, a rating upgrade would be considered if the system makes and
sustains substantial operating improvement and stems volume losses
to demonstrate long-term viability

What could change the rating--DOWN

Inability to renew union contracts and achieve target savings,
continued volume losses, inability to improve operating
performance, further declines in unrestricted cash

KEY INDICATORS

Assumptions & Adjustments:

  -- Based on financial statements for Forum Health
  -- First number reflects audit year ended Dec. 31, 2006

  -- Second number reflects unaudited results for fiscal year
     ended Dec. 31, 2007

  -- Investment returns smoothed at 6% unless otherwise noted

  -- Non-recurring items eliminated from operating income in 2006
     include a $7.5 million favorable pension curtailment gain,
     $56 million impairment charge, $25 million restructuring
     charge and $6.1 million of other favorable adjustments; non-
     recurring items eliminated in 2007 include $7.9 million in
     favorable insurance reserve adjustments and $9.1 million in
     restructuring charges and $2.3 million in asset impairment

   * Inpatient admissions: 31,865; 29.029

   * Total operating revenues: $493 million; $452 million

   * Moody's-adjusted net revenue available for debt service:
     $32.7 million; $28.9 million

   * Total debt outstanding: $178 million; $164 million

   * Maximum annual debt service: $14.5 million; $14.5
    million

   * MADS coverage with reported investment income: 2.5 times; 2.7
     times

   * Moody's-adjusted MADS coverage with normalized investment
     income: 2.3 times; 2.0 times

   * Debt-to-cash flow: 7.4 times; 8.1 times

   * Days cash on hand: 89 days; 68 days

   * Cash-to-debt: 64%; 50%

   * Operating margin: -2.2%; -0.5%

   * Operating cash flow margin: 4.9%; 5.1%

RATED DEBT

  -- Series 1997A ($74 million outstanding): rated A2 based upon
     MBIA insurance, B3 underlying rating

  -- Series 1997B ($38 million): rated A2/VMIG3 based on MBIA
     insurance and standby bond purchase agreement from
JPMorgan,           
     B3 underlying rating

  -- Series 2002A ($26 million): rated B3

  -- Series 2002B ($8 million): Letter of credit from Fifth Third      
     (expiration March 15, 2009)


FRIENDSHIP HOUSE: To File for Bankruptcy to Stop Foreclosure
------------------------------------------------------------
NBC4.com reports that the Friendship House Association will file
for bankruptcy to avoid foreclosure and halt an impending auction
of its headquarters building on Thursday.  NBC4.com says the move
was announced by the board of directors of the organization at a
press conference yesterday.

The board, the report relates, said drastic steps are being taken
so the organization can continue to provide services.

NBC4.com says Friendship House received a foreclosure and auction
notice from Adams Bank in May.  According to the report, the board
tried to negotiate with the bank.  The parties, however, have not
reached a deal.

Washington D.C.-based Friendship House is a nonprofit, community-
based social and economic development organization.  It is
Washington, D.C.'s oldest social services agency, providing help
to children, families and seniors since 1904.  FHA's programs
include supportive social services; economic and community
development services; and job training and employment services.

On the Net: http://www.friendshiphouse.net/


FTS GROUP: Purchase Price for Metro One Reduced to $3.5MM
---------------------------------------------------------
FTS Group Inc. agreed to amend certain terms of a binding letter
of intent entered with Metro One Development Inc., formerly On The
Go Healthcare, Inc., reducing the aggregate purchase price paid to
Metro One from $4 million to approximately $3,511,864.  The
$3,511,864 purchase price is comprised of the promissory note
issued on March 18, 2008, as amended, and the assumption of Metro
One Development's vendor debt in the amounts of $650,000 and
$2,861,864, respectively.

As disclosed in the Troubled Company Reporter on March 31, 2008,
FTS Group, together with its wholly owned subsidiary OTG
Technologies Group, Inc., entered into a binding letter of intent
with Metro One, whereby FTS agreed to purchase certain assets of
Metro One's value-added reseller business unit, dba On The Go
Technologies Group, including its goodwill and intellectual
property, and in addition, FTS agreed to assume Metro One's trade
contracts beginning March 18, 2008.  In exchange for the
foregoing, FTS agreed to pay $4 million.  

The $4,000,000 purchase price was comprised of the assumption of
vendor debts totaling $2,900,000 and the issuance of a promissory
note in the amount of $1,100,000.  This initial purchase price was
subject to adjustment based on a final determination of vendor
debt on the effective date and receipt of additional information
relating to the business.

Pursuant to the terms of the amendment, Metro One cancelled any
payments due to it on the note between March 18, 2008 and May 22,
2008.  Pursuant to the amendment, payments we make on the note
will be directed to Laurus Master Fund, Ltd. in order to pay
outstanding amounts due on Metro One Development's accounts
receivable line with Laurus.  Further, Metro One agreed to assign
outstanding receivables of approximately $119,000 to us for
purposes of payment of its outstanding obligations on the Laurus
Line.  Upon satisfaction of the Laurus Line, any excess amounts
due under the note or remaining from the assigned receivables, if
any, will be redirected to Metro One.  If we fail to pay up to
$650,000 toward the Laurus Line by July 14, 2008, unless extended
by Laurus, we will be in default under the note.  The default
provisions remain the same as originally set forth in the March
18, 2008 binding letter of intent.  

FTS also agreed to rent office space and  related services from
Metro One for a period of 90 days at a rate of $10,000 per month.

The acquired assets, acquired trade contracts and the terms of the
Confidentiality and Non-Compete Agreement remain the same as in
the March 18 binding agreement and were incorporated into the
Amendment.

A full-text copy of the Amendment of the Binding Agreement is
available for free at http://ResearchArchives.com/t/s?2e68

Headquartered in Tampa, Florida, FTS Group Inc. (OTC BB: FLIP) --
http://www.ftsgroup.com/-- is a publicly traded acquisition and     
development company focused on acquiring, developing and investing
in cash flow positive businesses and viable business ventures
those in the Technology, Wireless and Internet space.  The company
generates revenue through its three wholly owned subsidiaries; See
World Satellites, Inc., FTS Wireless, Inc. and Elysium Internet
Inc.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2008,  
Houston-based R.E. Bassie & Co. expressed substantial doubt about
FTS Group Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.


FURLONG SYNTHETIC: Moody's Junks Three Classes of Notes
-------------------------------------------------------
Moody's Investors Service has downgraded ratings of three classes
of notes issued by Furlong Synthetic ABS CDO 2006-1, Ltd..  The
notes affected by the rating action are:

Class Description: $335,000,000 Class A-S1VF Senior Secured
Floating Rate Notes Due October 2046

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

Class Description: $52,000,000 Class A1 Senior Secured Floating
Rate Notes Due October 2046

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

Class Description: $50,000,000 Class A2 Senior Secured Floating
Rate Notes Due October 2046

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

As reported by the Trustee, on April 11, 2008, the transaction
experienced an event of default described in Section 5.1(h) of the
Indenture dated June 28, 2006.  The event of default occurs when
the Senior Credit Test is not satisfied.

As provided in Article V of the Indenture, during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes.

In this regard, Moody's has been informed by the Trustee that a
majority of the Controlling Class directed the Trustee to dispose
of the Collateral, in accordance with the terms of the transaction
documents.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.

Furlong Synthetic ABS CDO 2006-1, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities.


G8WAVE HOLDINGS: Posts $1,667,183 Net Loss in 2008 First Quarter
----------------------------------------------------------------
g8wave Holdings Inc. reported a net loss of $1,667,183 on revenue
of $1,138,735 for the first quarter ended March 31, 2008, compared
with a net loss of $710,133 on revenue of $2,079,512 in the same
period of 2007.

The decrease in revenue primarily reflects the company's decision
to shift its focus from dating markets to mobile entertainment and
mobile marketing, which the company believes offers greater
potential for future growth and higher gross margins.

At March 31, 2008, the company's consolidated balance sheet showed
$1,765,651 in total assets, $1,539,370 in total liabilities, and
$226,281 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,163,457 in total current assets
available to pay $1,539,370 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?2e94

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 4, 2008,
Sherb & Company, LLP, in Boca Raton, Florida, expressed
substantial doubt about g8wave Holdings Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditor pointed to the company's accumulated deficit of
$10,196,529 and cash used in operating activities of $4,408,397
for the year ended Dec. 31, 2007.

                    About g8wave Holdings Inc.

Headquartered in Boston, g8wave Holdings Inc. (OTC BB: GEWV)
-- http://www.g8wave.com/-- is an integrated mobile media company  
and a global provider of interactive entertainment, social
networking/community services and mobile marketing services.  The
company provides services in the following areas: mobile content
distribution services, mobile marketing applications and
consulting, and mobile community development services.


GOFISH CORP: March 31 Balance Sheet Upside-Down by $6,788,562
-------------------------------------------------------------
GoFish Corporation's consolidated balance sheet at March 31, 2008,
showed $3,873,258 in total assets and $10,661,820 in total
liabilities, resulting in a $6,788,562 total stockholders'
deficit.

The company reported a net loss of $4,179,398 on revenues of
$657,150 for the first quarter ended March 31, 2008, compared with
a net loss of $3,467,141 on revenues of $24,074 in the same period
last year.

The revenue increase from March 31, 2007, reflected higher sales
from advertising that was sold across the GoFish Network.  

Total costs of revenues and expenses increased $746,208 for the
three months ended March 31, 2008, from $3,526,008 for the three
months ended March 31, 2007.

Other expense increased $599,125 for the three months ended
March 31, 2008, from $34,793 of income for the three months ended
March 31, 2007, as a result of increased interest expense, which
was not fully offset by interest income.

At March 31, 2008, the company's consolidated balance sheet  
showed strained liquidity with $2,284,092 in total current assets
available to pay $3,987,081 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?2e8b

                       Going Concern Doubt

GoFish Corporation believes existing conditions raise substantial
doubt about the company's ability to continue as a going concern.  

The company has incurred operating losses and negative cash flows
since inception and expects operating losses and negative cash
flows to continue for the foreseeable future.

Failure to generate sufficient cash flows from operations or raise
additional capital could also have a material adverse effect on
the company's ability to achieve its intended business objectives.

                     About GoFish Corporation

Headquartered in San Francisco, GoFish Corporation (OTC BB: GOFH)
-- http://www.gofishcorp.com/-- is an entertainment and media  
company, with a focus on reaching kids, teens and moms, and
specializing in aggregating, and distributing premium content on a
large network of quality sites for which GoFish is the exclusive
brand advertising monetization partner.  The GoFish Network of
sites reaches nearly 21 million unduplicated online users
domestically, and over 66 million worldwide.


HAMILTON HOLDINGS: Bankruptcy Puts Hotel's Future in Question
-------------------------------------------------------------
The future of Hotel Traylor in downtown Allentown, Pennsylvania is
surrounded by uncertainty after the company that was used to buy
it filed for bankruptcy, WFMZ's Joscelyn Moes reports.  Developer
Joe Clark purchased the property last fall using the company
Hamilton Holdings L.P.  

Mr. Clark petitioned that Hamilton Holdings be put under Chapter
11 bankruptcy protection weeks after a judge upheld Mr. Clark's
ownership of the hotel as long as he complies with his sales
agreement with the former owner, which includes making monthly
payments to that former owner.

According to Jarrett Renshaw of The Morning Call, on June 6,
Lehigh County Judge Michelle Varricchio ruled that Mr. Clark must,
among other things, post a $225,000 bond, make monthly payments of
$31,366 to Harold G. Fulmer, president of the hotel's former
owner, Lehigh Development Corp., and formally place three
properties totaling $750,000 up as collateral.  

Under the sales agreement, Mr. Clark purchased full stock
ownership of the Lehigh Development Corp., which owned the 77-unit
hotel.  The value of the stock was $4 million, and Mr. Clarke paid
$275,000 up front and agreed to make monthly payments over the
course of the next 20 years to Mr. Fulmer, according to the sales
agreement.

Mr. Clark said the hotel has been losing money, contrary to a
guarantee made by the former owner, in a provision in the sales
agreement, that the hotel would generate enough money to meet the
monthly payments.  Mr. Clark said he is willing to drop his
bankruptcy filing if Mr. Fulmer complies with the agreement.

Mr. Clark could not provide specific details on how he expected
Mr. Fulmer to live up to a provision that guaranteed revenue
without renegotiating the agreement itself, according to the
Morning Call.

In turn, Mr. Fulmer said that Mr. Clark himself has violated the
sales agreement by doing "everything possible to cut the cash
flow."

According to the Morning Call, an attorney for Mr. Clark has asked
that the suit between him and the owner be be moved from Lehigh
County Court to federal court and become part of the bankruptcy
case.

It was unclear to both parties whether the bankruptcy case
suspends the judge's recent order, the report said.

The hotel is also subject to nuisance activities, and the city
mayor is intent on having the building comply with ordinances and
zoning codes and protect it from nuisance activities.  The city's
Zoning Hearing Board is expected to rule on whether Clark can rent
out rooms on an extended basis, the report said.

Hamilton Holdings, L.P. filed for Chapter 11 protection with the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania
(Reading) on June 16, 2008 (Case No.: 08-21282).  Demetrios
Tsarouhis, Esq. at Law Office of Demerios Tsarouhis represents the
Debtor.



HC INNOVATIONS: March 31 Balance Sheet Upside-Down by $1,547,499
----------------------------------------------------------------
HC Innovations Inc.'s consolidated balance sheet at March 31,
2008, showed $8,999,363 in total assets and $10,546,862 in total
liabilities, resulting in a $1,547,499 total stockholders'
deficit.

The company reported a net loss of $3,304,206 for the first
quarter ended March 31, 2008, compared with a net loss of
$1,462,001 in the same period last year.

For the three months ended March 31, 2008, net revenue was
$5,318,350, representing an increase of $3,120,379, or 142%, as
compared to the net revenue of $2,197,971 for the three months
ended March 31, 2007.  

For the three months ended March 31, 2008, total selling, general
and administrative expenses were $3,167,414, representing an
increase of $1,533,164 or 94% as compared to the total SG&A
expenses of $1,634,250 for the three months ended March 31, 2007.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,056,941 in total current assets
available to pay $10,084,536 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?2e93

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
Carlin, Charron & Rosen, LLP, in Glastonbury, Conn., expressed
substantial doubt about HC Innovations Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditing firm pointed to the company's negative working
capital, net losses for the two years then ended, and accumulated
deficit.

                       About HC Innovations

Headquartered in Shelton, Conn.,  HC Innovations Inc. (OTC BB:
HCNV) -- http://www.hcinnovationsinc.com/-- is the holding  
company for Enhanced Care Initiatives (ECI), which provides
complex care management services for medically unstable, complex
patients.  These services are performed through a program of 24/7
clinical support and intensive interventions based on care plans
guided by a proprietary electronic health record (EHR) system.

The company targets its offering to HMOs, other risk-bearing
managed care organizations, state Medicaid departments, and as an
on-site subcontractor for disease management companies.


HEALTHSOUTH CORP: Selling 8.8 Million Shares of Common Stock
------------------------------------------------------------
HealthSouth Corporation entered into an underwriting agreement
with J.P. Morgan Securities Inc. in connection with the issuance
and sale by the company to J.P. Morgan Securities Inc. of
8.8 million shares of common stock.

The company will use the net proceeds of the offering for
redemption and repayment of short-term or long-term borrowings and
for general corporate purposes including acquisitions of or
investments in businesses or assets, capital expenditures, and
working capital.

A written prospectus for the offering meeting the requirements of
Section 10 of the Securities Act of 1933, including a price range
where required by the rule, may be obtained from:

     Chase Distribution & Support Service
     Attn: Charles Buckheit/Bob Foley
     4 Chase Metrotech Center, CS Level
     Brooklyn, NY 11245
     Tel (718) 242-8002

Headquartered in Birmingham, Alabama, HealthSouth Corp. (NYSE:
HLS) -- http://www.healthsouth.com/-- provides inpatient  
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As reported in the Troubled company Reporter on May 9, 2008,
HealthSouth Corporation 's balance sheet at March 31, 2008, showed
$2.0 billion in total assets, $3.1 billion in total liabilities,
$85.7 million in minority interest in equity of consolidated
affiliates, and $387.4 million in convertible perpetual preferred
stock, resulting in a $1.5 billion total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $697.5 million in total current
assets available to pay $911.9 million in total current
liabilities.


HEARTLAND AUTOMOTIVE: Panel Wants to Probe $123MM in Transfers
--------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the United
States Bankruptcy Court for the Northern District of Texas for
permission to investigate the validity of a $123 million in
distribution that was transferred to Quad-C Partners VI L.P. and
its affiliates, including certain directors of Heartland
Automotive Holdings Inc. and its debtor-affiliates.

The Debtors' directors are Gary Binning, Robert Haswell, Terrence
Daniels, Stephen Burns and Matthew Engel.

The Committee has the urgent need to determine the validity of
the payment of $123 million in distribution to Quad-C Partners et
al. made by the Debtors, pursuant to Bankruptcy Rule 2004.  The
Committee will look into the possibility of fraud and breach of
duty claims against the Quad-C Partners et al. in connection with
the payment.

The Committee relates that Quad-C Partners owns 74% of the
Debtors' equity.  It has taken full advantage of the rights that
come with its majority ownership interest, among them, it has
caused the Debtors' board of directors to be controlled by Quad-C
representatives, which currently occupy almost all seat on the
Debtors' board, it points out.

A hearing is set for July 1, 2008, at 1:30 p.m., to consider
approval of the Committee's request.

                   About Heartland Automotive

Based in Omaha, Nebraska, Heartland Automotive Holdings Inc. --
http://www.heartlandjiffylube.com/-- and its debtor-affiliates      
are franchisees of Jiffy Lube International Inc. since 1980.  The
Debtors operate 438 quick-oil-change stores in 20 states across
the Eastern, Midwestern and Western U.S.  They employed in excess
of 4,000 employees.

The company and its nine affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bank. N.D. Tex. Lead Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, LLP
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing
and balloting agent.  The U.S. Trustee for Region 6 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors on these cases.  The Committee selected Cadwalader
Wickersham & Taft LLP as counsel.

As of Nov. 29, 2007, the Debtors' financial statements reflected
assets totaling about $334 million and liabilities totaling about
$396 million.


INPHONIC INC: Files Amended Disclosure Statement and Ch. 11 Plan
----------------------------------------------------------------
Inphonic Inc. and its debtor-affiliates together with the Official
Committee of Unsecured Creditor, as co-proponent, delivered on
June 12, 2008, to the U.S. Bankruptcy Court for the District of
Delaware a first amended disclosure statement explaining a joint
Chapter 11 plan of liquidation.

Several parties filed objections to the earlier version of
the disclosure statement explaining a plan the Debtors and the
Committee filed on April 14, 2008, including The Department of
Treasury of the State of Michigan alleging that the earlier plan
failed to provide for the payment of interest on its
administrative and priority tax claims.

The treasury asserted that its interest must be paid at a rate
determined by the "prevailing market rate for a loan of a term
equal to the payout period."  Its current interest rate for
bankruptcy tax claims is 9%.

                      Overview of the Plan

The Plan provides for the orderly liquidation of the Debtors'
estates, and for the merger of all of their estates and
consolidation of assets and liabilities into SN Liquidation on
the effective date.

Because substantially all of the Debtors' operating assets have
been sold as part of the sale, the Plan further provides for the
creation of litigation trust to administer the Debtors' remaining
assets and assess the value of these assets.  Pursuant to the
Plan, eight distinct legal entities are being liquidated.

The remaining assets, among other things, include any causes of
action against the recipients of stock redemption payments and
claims, former directors and officers.  These causes of action are
central to the success of the Plan and the distribution of any
value to the general unsecured claim holders.

On Dec. 13, 2007, the Court approved the Debtors' request to
sell substantially all of their assets to Adeptio INPC Funding
LLC, acquisition vehicle set up by Versa Capital Management, for
$50,000,000, under an asset purchase agreement dated Nov. 8,
2007.  The Debtors then said Adeptio has acquired all the rights
of Versa Capital under a certain senior credit agreement, and
purchased all of its right, title and interest.

The amended plan classifies claims against and liens in the
Debtors in 6 classes.  The classification of treatment of claims
and interests are:

                Treatment of Claims and Interests

               Type                               Estimated
     Class     of Claims            Treatment     Amount
     -----     ---------            ---------     ---------
     1         other secured        unimpaired    $0
                creditor claims

     2         non-tax priority     unimpaired    $0
                claims

     3         secured lender       impaired      n/a
                claims
  
     4         general unsecured    impaired      $350,718,352
                claims

     5         intercompany         impaired      n/a
                claims
  
     6         equity interest      impaired      n/a

Under the amended plan, administrative, priority tax and trustee
claims will paid in full on the effective date.

Holders of class 1 other secured creditor claims will receive,
either (i) cash equal to the amount of the allowed secured claims;
(ii) the collateral which secures the holder's claim; or (iii)
other treatment as to which the Debtors and holder agrees after
the Plan's effective date.

Holders of class 2 non-tax priority claims will receive in full
satisfaction, settlement, release and discharge of and in exchange
for allowed priority non-text claims (i) cash equal to the unpaid
portion of any allowed priority non-text claim; or (ii) other
treatment the litigation trustee and holder agreed upon in
writing.

On the Plan's effective date, each holder of class 3 secured
lender claims will get an allowed deficiency claim of $20,000,000,
which entitles the holder to a pro rata share of the interest in
the litigation trust interest to be distributed to class 4
unsecured creditors.

Each holder of class 4 general unsecured claims will receive it
pro rata share of the litigation trust interests.  The earlier
version of the plan revealed approximately $204,964,908 in
unsecured claims filed against the Debtors.

Holders of class 5 intercompany claims and class 6 equity
interests will not receive any distribution from the Debtors under
the amended plan.

                      About InPhonic Inc.

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- provides internet and wireless    
services.  The company through its wholly owned subsidiary, CAIS
Acquisition II, market broadband and VOIP services.  The company
maintained operations centers in Largo, Maryland; Reston,
Virginia; and Great Falls, Virginia.

As reported in Troubled Company Reporter on Feb. 12, 2008, the
Court authorized the Debtors to change their name and the caption
of the bankruptcy case to SN Liquidation, Inc.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.  The Debtors selected BMC Group Inc. as their claims,
noticing and balloting agent.  The United States Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors in the Debtors' cases.  Kurt F.
Gwynne, Esq., and Robert P. Simons, Esq., at Reed Smith LLP,
represent the Committee.

When the Debtors filed from protection from their creditors,
they listed total assets of $120,916,991 and total debts of
$179,402,834.


INTEGRAL VISION: March 31 Balance Sheet Upside-Down by $4,140,000
-----------------------------------------------------------------
Integral Vision Inc.'s balance sheet at March 31, 2008, showed
$1,136,000 in total assets and $5,276,000 in total liabilities,
resulting in a $4,140,000 total stockholders' deficit.

At March 31, 2008, the company's balance sheet also showed
strained liquidity with $878,000 in total current assets available
to pay $5,276,000 in total current liabilities.

The company reported a net loss of $846,000 on total revenues of
$9,000 for the first quarter ended March 31, 2008, compared with a
net loss of $747,000 on total revenues of $316,000 in the
corresponding period a year ago.

Full-text copies of the company's financial statements for the
quarter ended March 31, 2008, are available for free at:

               http://researcharchives.com/t/s?2e99

                       Going Concern Doubt

Rehmann Robson, P.C., in Troy, Michigan, expressed substantial
doubt about Integral Vision Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company is sustaining recurring losses from operations and is
having difficulties in achieving the necessary sales to attain
profitability.

                      About Integral Vision

Based in Wixom, Michigan, Integral Vision Inc. (OTC BB: INVI)
-- http://www.iv-usa.com/-- develops, manufactures and markets  
flat panel display inspection systems to ensure product quality in
the display manufacturing process.


JEMM WHOLESALE: Assignee to Hold Asset Sale on June 26
------------------------------------------------------
William A. Brandt, the assignee of JEMM Wholesale Meat Co. Inc.,
disclosed that he will sell substantially all the assets of the
company.  The sale process will be held on Thursday, June 26, 2008
at 10:00 a.m., at the offices of Development Specialists, Inc., 70
West Madison Street, Suite 2300, in Chicago, Illinois.

The assets to be sold include, among others, the company's
machinery, equipment, inventory, trademarks, product lines, and
customer lists.  The sale will not include the real estate of
which the company is a partial owner, but will provide for the
ability of the winning bidder to lease the property or purchase
the company's interest at a later date.

Mr. Brandt also disclosed that he is selling his "Right, Title,
and Interest" in these assets on an "As Is, Where Is" basis with
no representation or warranty as to value, fitness of use, or
marketability.

Any party interested in attending the sale or reviewing the assets
to be sold can contact:

      John Wheeler
      Development Specialists Inc.
      70 West Madison Street
      Suite 2300
      Chicago, IL 60602
      Tel: (312) 263-4141

JEMM Wholesale Meat Co. Inc. has been in the business of
processing meat products for sale to wholesalers and retailers
since 1959.


JHT HOLDINGS: Case Summary & 49 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: JHT Holdings, Inc.
             4320 39th Ave.
             Kenosha, WI 53144

Bankruptcy Case No.: 08-11267

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        JHT Acquisition Corp.                      08-11268
        Automotive Carrier Services Co., LLC       08-11269
        Unimark, LLC                               08-11270
        ATC Leasing Co., LLC                       08-11271
        Active Truck Transport, LLC                08-11272
        Equipment Transfer LLC,                    08-11273
        Auto Truck Transport Corp.                 08-11274
        Unimark Carhaul, Inc.                      08-11275
        Unimark Truck Transport, Inc.              08-11276
        HJT Acquisition Corp.                      08-11277
        Johnson-Houston Travel, LLC                08-11278
        Active Acquisition Corp.                   08-11279
        Safety Carrier, Inc.                       08-11280
        Unimark Lowboy Transportation, Inc.        08-11281
        BO Properties, Inc.                        08-11282
        Active USA, Inc.                           08-11283

Type of Business: The Debtors provide over-the-road transportation
                  of various types of motor vehicles, including
                  commercial trucks and cars.  See
                  http://www.jhtholdings.com/

Chapter 11 Petition Date: June 24, 2008

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: David B. Stratton, Esq.
                     Email: strattond@pepperlaw.com
                  Evelyn J. Meltzer, Esq.
                     Email: meltzere@pepperlaw.com
                  Pepper Hamilton, LLP
                  Hercules Plaza, Ste. 5100
                  1313 N. Market St.
                  Wilmington, DE 19899-1709
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390
                  http://www.pepperlaw.com/

JHT Holdings, Inc's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

Debtors' Consolidated List of 49 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Liberty Mutual Insurance Co.   insurance             unliquidated
Attn: Chad Beneda
15700 W. Bluemound Rd.
Brookfield, WI 53008
Tel: (262) 782-9500,
     401 (ext.)
Fax: (262) 782-0745

American Airlines              trade                 $2,727,914
Attn: Belinder Pridger
P.O. Box 582810
Tulsa, OK 74158-2810
Tel: (817) 963-4518
Fax: (817) 967-2099

Dennis Troha                   consulting services   $2,010,111
Attn: Dennis Troha
1709 32nd Ave.
Kenosha, WI 53144-3362
Tel: (262) 551-8230
Fax: (262) 551-9066

Zurich American Insurance Co.  note payable          $2,523,440
5-Concourse Pkwy., Ste. 2200
Atlanta, GA 30328
Tel: (800) 241-7570

IAM National Pension Fund      pension               $638,400
Attn: Farrah
1300 Connecticut Ave., N.W.,
Ste. 300
Washington, DC 20036-1711
Tel: (202) 785-2658
     221 (ext.)
Fax: (202) 463-8098

Pilot Corp.                    trade                 $600,000
Attn: Amy Brock
5516 Lonas Rd.
Knoxville, TN 37909
Tel: (865) 588-7488
     2543 (ext.)
Fax: (865) 297-0106

Comdata Corp.                  trade                 $542,922
Attn: Jack Farback
5301 Maryland Way
Brentwood, TN 37027
Tel: (815) 463-9023
Fax: (815) 463-9034

Corporate Lodging Consultants  trade                 $532,860
Attn: Kevin Bauer
P.O. Box 47425
Wichita, KS 67201
Tel: (800) 835-4045
Fax: (316) 219-4613

Central States Pension Fund    pension               $382,828
Attn: Chris Duttge
P.O. Box 5108
Des Plaines, IL 60017-5108
Tel: (800) 323-2152
     3630 (ext.)
Fax: (847) 518-9773

Central States Health &        union employee        $358,459
Welfare Fund                   benefits
Attn: Chris Duttge
P.O. Box 5108
Des Plaines, IL 60017-5108
Tel: (800) 323-2152
     3630 (ext.)
Fax: (847) 518-9773

AFCO Credit Corp.              trade                 $317,436
4501 College Blvd., Ste. 320
Leawood, KS 66211
Tel: (800) 288-6901

Swift Transportation Co., Inc. note payable          $300,000
Attn: Robert Cunningham
2200 S. 75th Ave.
Phoenix, AZ 85043
Tel: (800) 467-2793
Fax: (623) 907-7342

Teamster Union Local 142       pension withdrawal    $249,106
Memorial Center Suite One      claim
1158 W. Lincolnway
Valparaiso, IN 46385

Crew Transportation            trade                 $210,835
Specialist, Inc.

Yecks Automotive & Service     trade                 $186,698

Intel Logistics                trade                 $146,882

AICCO, Inc.                    trade                 $123,678

Daimler Trucks NA, LLC         damages               $122,996

Bay Fleet & Supply             trade                 $122,045

Myers Log & Lumber Co., Inc.   trade                 $101,419

Ashley Sling, Inc.             trade                 $91,709

International Truck & Engine   damages               $90,307

Kings Co., LLC                 trade                 $73,690

Bernard, Leblanc               trade                 $70,410

QTI Service Corp.              trade                 $67,367

Penske Truck Leasing Co., LP   trade                 $59,519

Flynn Transport, Inc.          trade                 $50,990

Securitas Security Services    trade                 $49,117
USA

MYCO USA LLC                   trade                 $48,472

J&J Driveaway                  trade                 $41,442

Shippers Supply Co.            trade                 $39,681

Lattimers Warehouse, Inc.      trade                 $37,131

Woco Oil Co.                   trade                 $33,230

Staples                        trade                 $33,214

Nationwide Contractors         trade                 $32,750

S&K Packaging, Inc.            trade                 $32,372

Ford Motor Co.                 damages               $31,740

Transrite Transportation       trade                 $31,699
Services

Continental Transport          trade                 $30,731

Boydstun Industries, LLC       trade                 $29,367

McFadden Transport             trade                 $28,916

American Towing Alliance, Inc. trade                 $28,725

Hasselblad Lumber Sales, Inc.  trade                 $25,969

Daimler Chrysler Trans. Acct.  damages               $25,968

Cal-Tex Auto Movers, Inc.      trade                 $25,615

Cargo Logistics                trade                 $25,414

Tools Unlimited                trade                 $25,305

Penta Transport, Inc.          trade                 $25,044

Idealnet                       trade                 $24,626


KENT FUNDING: Moody's Junks Ratings of $63MM Notes Due 2046
-----------------------------------------------------------
Moody's Investors Service has downgraded ratings of two classes of
notes issued by Kent Funding II, Ltd., and left on review for
possible further downgrade the rating of one of these classes.  
The notes affected by the rating action are:

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

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $63,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee, of an event of default on June 11, 2008
caused when the ratio calculated by dividing (a) the Net
Outstanding Portfolio Collateral Balance on any Measurement Date
by (b) the Aggregate Outstanding Amount of the Class A Notes on
such Measurement Date is less than 100%, as described in Section
5.01(i) of the Indenture dated May 9, 2006.

Kent Funding II, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Indenture Event of Default, holders of
certain Notes may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the event
of default.  Because of this uncertainty, the rating assigned to
the Class A-1A Notes remains on review for possible further
action.


KESSELRING HOLDING: March 31 Balance Sheet Upside-Down by $877,541
------------------------------------------------------------------
Kesselring Holding Corp.'s consolidated balance sheet at March 31,
2008, showed $4,711,801 in total assets and $5,589,342 in total
liabilities, resulting in a $877,541 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,958,099 in total current assets
available to pay $3,983,757 in total current liabilities.

The company reported a net loss of $1,551,084 on revenues of
$2,407,881 for the second quarter ended March 31, 2008, compared
with a net loss of $277,704 on revenues of $3,332,339 in the same
period ended March 31, 2007.

The decrease in revenues is primarily attributable to the
company's construction services segment which reported a $873,096,
or 65%, decline in revenues.  

The company had five homes under construction in fiscal 2007, two
were completed and three are over 98% complete as of March 31,
2008.  All of these homes were contracted for during 2005 and
2006.  The company has not contracted to build any new homes
during 2007 or 2008 and do not anticipate building any other homes
in the future.  

The company commenced a restructuring program during the current
period that included termination of employees, exiting contracts
and certain other exit costs.

The company incurred restructuring expenses of $789,100 during the
three months ended March 31, 2008.   Of this amount, $452,040
represents the termination and exit of a material lease, $312,060
represents termination benefits disclosed to former employees, and
$25,000 was for legal fees that the company has incurred.

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?2e95  

                       Going Concern Doubt

Lougheed & Company L.L.C., in Tampa, Florida, expressed
substantial doubt about Kesselring Holding Corp.'s ability to
continue as a going concern after auditing the company's  
consolidated financial statements for the quarter ended Sept. 30,
2007, and 2006.  The auditing firm reported that the company has
experienced recurring losses and management does not believe that
working capital is sufficient to maintain operations at their
current levels.

                     About Kesseling Holding

Headquartered in Sarasota, Florida, Kesselring Holding Corp.
(OTC BB: KSSH) -- http://www.kesselringholding.com/-- is engaged  
in (i) restoration services, principally to commercial property
owners, (ii) the manufacture and sale of cabinetry and remodeling
products, principally to contractors and (iii) multifamily and
commercial remodeling and building services on customer-owned
properties.


LA CORTINA: Court Dismisses Bankruptcy Proceedings
--------------------------------------------------
The Associated Press reports that the bankruptcy case of La
Cortina Inc., which was shuttered two months ago after being
linked to Legionnaires' disease, was dismissed after the judge
handling the case learned that the hotel had failed to maintain
worker's compensation insurance.

In Rutland Superior Court, GE Commercial Mortgage is seeking the
foreclosure of the property and to have another party assigned to
operate the hotel, the report said.

Based in Litchfield, Conn.,  La Cortina, Inc., dba Cortina Inn &
Resort -- http://www.cortinainn.com-- filed for bankruptcy on May  
27, 2008 with the U.S. Bankruptcy Court for the District of
Connecticut (New Haven) (Case No. 08-31691).  Edward P.
Jurkiewicz, Esq. at Lawrence & Jurkiewicz LLC represented the
Debtor.


LEINER HEALTH: Committee Cries Foul on $24 Million Incentive Plan
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the United
States Bankruptcy Court for the District of Delaware to vacate
the order authorizing Leiner Health Products Inc. and its debtor-
affiliates to pay $24 million in bonuses to nine insiders, who
are members of the Debtors' senior management team, pursuant
to an asset sale incentive program dated April 1, 2008.  The
Committee also asks the Court to reduce the amount of bonuses
to $10 million, which is to be awarded to the insiders.

A hearing is set for July 7, 2008, at 1:30 p.m., to consider
approval of the Committee's request.  Objections, if any, are due
June 30, 2008.

The Committee alleges that the fund entitled to the Debtors'
general unsecured creditors will be used to finance the bonuses
and not from the secured lender who supported the Debtors'
program.  Furthermore, the $24 million bonuses, which surpassed
the maximum projection set at $20 million, constitutes 3,300% of
senior management's regular salaries on annualized basis, it
points out.

"The bonus plan is an unreasonable exercise of business judgment
under the present circumstances," the Committee said in its
previous objection.  "The plan is overly generous."

On April 17, 2008, the Debtors were allowed to maker certain
payments for their senior management, wherein members are expected
to obtain:

   i) certain percentage of their annual base salary, and

  ii) a pro rata share of additional bonus pool funds of roughly
      $1.84 million; provided that the sale of substantially all
      of the Debtors' assets is consummated.

As reported in the Troubled Company Reporter on June 16, 2008,
the Court authorized the Debtors to sell all their assets to
nutrition supplement distributor, NBTY Acquisition LLC for
$371 million  including the assumption and assignment of certain
executory contracts and unexpired leases, pursuant to an amended
and restated asset purchase agreement dated June 9, 2008.  NBTY
expected to consummate the sale by September 2008.

Mark Minuti, Esq., at Saul Ewing LLP, says that to allow senior
management to walk away with $24 million in unexpected and
unplanned bonuses while the Debtors' legitimate creditors walk
away with nothing is inherently inequitable.

                      About Leiner Health

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

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

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

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


LEINER HEALTH: Wants Until August 10 to File Chapter 11 Plan
------------------------------------------------------------
Leiner Health Products Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
further extend their exclusive periods to:

   a) file a Chapter 11 plan until Aug. 10, 2008, and

   b) solicit acceptances of that plan until Oct. 10, 2008.

A hearing is set for July 7, 2008, at 1:30 p.m., to consider the
Debtors' exclusive periods extension.  Objections, if any, are due
June 27, 2008.

The Debtors are presently drafting a Chapter 11 plan of
liquidation as they work out to consummate the sale of all their
assets for $371 million to NBTY Acquisition LLC, the designated
stalking-horse bidder, while facing several tasks in connection
with the closing of the sale including the ongoing investigation
by the Department of Justice into over-the-counter pharmaceutical
manufacturing practices at the Debtors' facility in Fort Mill,
South Carolina.  On May 9, 2008, the Debtors asked the Court to
enter into a proposed plea agreement with DOJ and pay a judgment
of at least $10 million.

The Debtors' initial exclusive right to file a Chapter 11 plan
will expire on July 8, 2008.

                      About Leiner Health

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

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

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

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


LEVITT AND SONS: Can Employ Hilco as Real Estate Consultant
-----------------------------------------------------------
Levitt and Sons, LLC, Avalon Park by Levitt and Sons, LLC,
Regency Hills by Levitt and Sons, LLC, Levitt and Sons of
Tennessee, LLC, Bowden Building Corporation, Levitt and Sons of
Nashville, LLC, and Levitt and Sons of Shelby County, LLC,
obtained authority from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Hilco Real Estate, LLC, as their
real estate consultant, nunc pro tunc to the bankruptcy filing
date.

Pursuant to a Real Estate Consulting, Advisory and Disposition
Services Agreement between the parties, Hilco is expected to
provide to the Debtors:

   (a) Real estate consulting and advisory services in connection
       with assisting the Debtors' maximizing the value of their
       real estates, including:

         * performing valuation analysis of the Debtors' real
           estate to develop a real estate strategy for their
           Chapter 11 cases; and

         * preparing for and providing expert witness testimony
           before the Court on real estate matters;

   (b) Serve as the Debtors' real estate disposition agent in
       connection with the sale of any real property during their
       Chapter 11 cases.  This may include:

         * developing and designing a marketing program for the
           sale or assignment of the real estate properties;

         * coordinating and organizing any bidding procedures and
           sale process in order to maximize the attendance of
           all interested bidders for the sale and assignment of
           the properties; and

         * negotiating the terms of the purchase agreements for
           the sale and assignment of the properties;

   (c) Perform written appraisals of certain of the real estate
       as required for use with the Chapter 11 process.

The Debtors will pay Hilco for the contemplated services to be
rendered by the firm:

     * The Debtors will pay Hilco between $2,500 and $5,000 for
       each written appraisal as determined by the Debtors and
       Hilco based on the scope of the appraisal.  The fees will
       be paid upon delivery of the written appraisal.

     * With respect to certain "Tennessee Properties," Hilco will
       be paid $100,000, plus 45 of the aggregate gross proceeds
       in excess of $12,500,000, provided that Hilco will not be
       entitled to any compensation in respect of homes or lots
       in Tennessee sold by the Debtors in the ordinary course of
       their business.  

       A list of the Tennessee Properties is available for free
       at http://researcharchives.com/t/s?28ab

     * With respect to certain "Other Properties," Hilco will be
       paid 3.5% of the aggregate gross proceeds of those
       properties, a list which is available for free at:

              http://researcharchives.com/t/s?28ac

The Court approved the fee structure, provided that:

    -- Hilco will only be entitled to only one fee pursuant to
       Section 6(a) of the Agreement between the parties, which
       will be due and payable upon the bulk sale of all of the
       Tennessee Properties, as opposed to a fee for each sale of
       the parcels that comprise the Tennessee Properties.

    -- Hilco will not receive a fee as to any non-cash
       consideration received by the Debtors in the event that
       the Court approves a sale by credit bid in favor of a
       secured creditor.  Any fee payable to Hilco pursuant to
       the Agreement will be calculated on the cash price paid by
       the buyer.

Joseph A. Malfitano, vice president and assistant general counsel
of Hilco Trading, LLC, a member of Hilco, assured the Court that
Hilco does not hold or represent an interest adverse to the
estate that would impair its ability to objectively perform
professional services for the Debtors.  Hilco is a disinterested
person, as the term is defined in Section 101(14), as modified by
Section 1107(b) of the Bankruptcy Code, Mr. Malfitano asserted.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  The Debtors have until June 27,
2008, to file a plan.  (Levitt and Sons Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Court OKs Sale Protocol for Shelby County Estate
-----------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida approved the the proposed bidding
procedures for the sale of Levitt and Sons of Shelby County, LLC's
26-acre land property in Shelby County, Tennessee, and more than
200 lots in five subdivisions.  LAS Shelby proposes to sell the
Property to Hyneman Companies LLC, subject to better bids.

Debtors Bowden Building Corp. and Levitt and Sons of Tennessee,
LLC, entered into a joinder to the proposed Purchase Agreement
with LAS Shelby County to the extent either or both of them own
or hold any interest in the Property.

                          Parties Object

In separate filings, Financial Federal Savings Bank; Wachovia
Bank National Association; Regions Bank; and Bond Safeguard
Insurance Company asserted that they oppose the sale of the
Property or to certain property owned by Bowden.

According to Andrea S. Hartley, Esq., at Akerman Senterfitt, in
Miami, Florida, representing Financial Federal, the Sale Motion
and the Bidding Order are silent on (i) whether upon the sale of
the assets, the secured creditors' liens will attach to the sale
proceeds; and (ii) the allocation of the sale proceeds.

Moreover, the Bidding Order provides that "[p]rior to the
auction, the parties, including the Banks, shall agree on an
apportionment of the sales proceeds between Seller and the
various Banks."  Ms. Hartley informed the Court that Financial
Federal and the Debtors have not agreed upon the apportionment of
the sale proceeds.

Regions Bank related that it also has not agreed with the Debtors
pertaining the allocation of sale proceeds.  Region Bank objects
to the sale if no allocation is reached with the Debtors before
the Sale Hearing.

Bond Safeguard sought clarification of certain inconsistencies
contained within the Sale Motion and the Agreement.  Bond
Safeguard noted that, among others, the Sale Motion lists five
properties and the 26.1 acres to be sold; however, the Agreement
denotes that the Property includes seven additional properties
not identified in the Sale Motion.

The Agreement lists certain bonds, which the Purchaser does not
assume responsibility for in connection with the proposed sale,
Frank P. Terzo, Esq., at GrayRobinson, P.A., in Miami, Florida,
noted.  Bond Safeguard objects to the extent that it is the
Purchaser's intention to acquire certain developer rights in
order to complete municipal improvements without assuming
responsibility for the bonds required for those improvements by
the applicable municipalities.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  The Debtors have until June 27,
2008 to file a plan.  (Levitt and Sons Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITZ FURNITURE: Taps Oliver Wyman as Actuarial Consultant
-----------------------------------------------------------
PLVTZInc., fka Levitz Furniture Inc., sought the authority of the
U.S. Bankruptcy Court for the Southern District of New York to
employ Oliver Wyman Actuarial Consulting Inc., as its actuarial
consultant nunc pro tunc to May 28, 2008.

The Debtor selected Oliver Wyman, a global management consulting
firm, because of the firm's broad experience in actuarial
consulting services to property and casualty insurance companies,
investors and brokerage firms, among others.  The Debtor said it
believes that Oliver Wyman is well qualified to perform these
services, to assist it in its Chapter 11 proceeding.

Oliver Wyman is expected to familiarize itself with the business,
operations, properties and financial condition of the Debtor, and
provide actuarial services including:

   (a) assisting the Debtor in determining outstanding
       liabilities on its workers' compensation insurance
       programs;

   (b) valuing the unpaid cost of workers' compensation claims
       with dates of loss during a specified time period;

   (c) assisting the Debtor in assessing and determining the
       reasonability of collateral requirements; and

   (e) rendering other actuarial consulting services as may
       from  time to time be agreed upon by the parties.

Oliver Wyman will be compensated on an hourly basis at these
hourly rates:
   
   Scott J. Lefkowitz, FCAS, MAAA, FCA     $600
   Other Fully Credentialed Actuaries      $525
   Associate Actuaries                     $450
   Consulting Technicians                  $300
   Analysts                                $225
   Administrative                           $65

The firm will also be reimbursed for reasonable, actual, out of
pocket expenditures.

Scott Lefkowitz, a director at Oliver Wyman, assured the court
that his firm does not hold or represent any interest adverse to
the Debtor, and is a "disinterested person," as defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

                  About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

The Debtors' exclusive period to file a chapter 11 plan expired on
March 7, 2008.  On March 28, 2008, the Court dismissed the chapter
11 cases of Levitz II (Levitz Home Furnishings Inc., and its
remaining six debtor-affiliates).  (Levitz Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: May Assign Real Property to Raymours Furniture
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of Levitz Furniture Inc., nka PVLTZ Inc., to
assume and assign a non-residential real property located at 6626
Metropolitan Avenue, Middle Village, in Queens, New York, to
Raymours Furniture Company, Inc.

The Debtor leased the Property from Vertical Industrial Park
Associates.

The Court ruled that Raymours is not a "successor in interest"
of the Debtor and is not responsible for any claims or
liabilities of the Debtor.  Raymours, however, was directed to
pay the Debtor rent and expenses that incurred after February 18,
2008.   

"Any and all obligations arising under the lease which are
attributable to the period prior to [Feb. 18, 2008], including but
not limited to the cure amounts, should be the obligation of the
Debtor or the agents," Judge Robert E. Gerber ruled.

The Court further ruled that there should be no rent
accelerations, assignment fees, increases or other fees charged
to Raymours as a result of the lease assumption and assignment.

All parties to the lease were barred from asserting against
Raymours or its successors assignment fees or claims existing as
of June 12, 2008, in connection with the lease.  Parties holding
interests in or claims against the Debtor, its estate or
predecessors arising before June 12, 2008, were likewise barred
from asserting their claims against Raymours and its successors.

In connection with the proposed lease assumption and assignment,  
the Court directed the Debtor to pay $415,507 in cure amount to
Vertical, and all postpetition amounts it owes to the landlord
from May 27, 2008, until the lease is assumed and assigned to
Raymours.

                         Debtors' Motion

As reported by the Troubled Company Reporter on May 30, 2008,
PLVTZ had sought the Court's authority to assume and assign to
Raymours the lease for its store and warehouse located in Middle
Village.

The assumption and assignment of the Lease is part of PLVTZ's
obligation under an agreement for a joint venture led by Hilco,
which the Court approved on Dec. 4, 2007.  The Lease was first
entered into in 1993 by Levitz Furniture Corporation and Vertical
Industrial Park Associates.  Levitz' interest in the Lease has
ultimately vested in PLVTZ by virtue of an order issued by Judge
Burton R. Lifland, assuming and assigning the Lease to PLVTZ.

Paul D. Leake, Esq., at Jones Day, in New York, contended that the
request is warranted since PLVTZ has satisfied the standards for
a valid assumption and assignment of lease.

                     About Raymours Furniture

Raymours Furniture Company, Inc., which opened its first store in
1947, is currently listed as the 11th largest conventional
furniture and bedding retailer in the United States.  It has more
than 72 retail stores in six states and employs about 3,900
associates.

                  About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

The Debtors' exclusive period to file a chapter 11 plan expired on
March 7, 2008.  On March 28, 2008, the Court dismissed the chapter
11 cases of Levitz II (Levitz Home Furnishings Inc., and its
remaining six debtor-affiliates).  (Levitz Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: YA Global's Proposed Probe Faces Opposition
-------------------------------------------------------------
Prentice Management GP LLC, Prentice Capital Management LP, and
certain directors of Levitz Furniture Inc., nka PVLTZ Inc., slam a
proposed investigation of the Debtor and its directors by YA
Global Investments, L.P. to evaluate how much it would recover
from the estate's claims against directors, saying that YA Global
Investments, failed to show good cause why it must be conducted.

YA Global is authorized to pursue the "estate insider claims"
pursuant to the prior order of the U.S. Bankruptcy Court for the
Southern District of New York authorizing the Debtor to use its
lender's cash collateral.

James Tecce, Esq., at Quinn, Emanuel, Urquhart, Oliver & Hedges,
LLP, in New York, said that much of the discovery YA Global seeks
concerns its individual claims for inducement rather than estate
insider claims as shown in the notice of claims letter it sent to  
the Debtor's insurance carrier.

"Much of the requested discovery relates to its pursuit of claims
against [Prentice Management, Prentice Capital and the Debtor]
concerning its investment decision not estate insider claims,"
Mr. Tecce pointed out.  

Mr. Tecce further said the proposed examination is not  
permissible under Rule 2004 of the Federal Rules of Bankruptcy
Procedure to the extent it concerns YA Global's inducement
claims.  "Rule 2004 only provides a tool to unearth estate assets
and pursue estate claims," he pointed out.

According to Mr. Tecce, the Court's prior order does not require
the directors to respond to YA Global's discovery demands to the
extent they do not relate to estate insider claims.  

"In fact, the order suggests that the [Debtor] and the directors
need only cooperate with respect to filed estate insider claims"
he added.

In case the Court authorizes YA Global to proceed with the
investigation, Mr. Tecce said that it must be circumscribed to
avoid abusive or harassing discovery of the directors.

"YA Global should be required first to take a deposition of a
representative of the [Debtor] to identify specific persons for
further examination and thereafter serve subpoenas on those
persons," Mr. Tecce suggested.

                       YA Global Talks Back

YA Global admits that the notice of claims letter includes its
individual claims against the directors and officers.  However,
YA Global said, the issue is irrelevant to its proposed discovery
on the estate insider claims.

"Discovery surrounding YA Global's loan to Debtor, the use of
those funds and related matters, is relevant to and may support
estate insider claims for breach of fiduciary duty, corporate
waste, negligence and other causes of action,"  said Steven
Skulnik, Esq., at Squire, Sanders & Dempsey LLP, in New York, on
behalf of YA Global.

Mr. Skulnik pointed out that a complete review of the Debtor's
acquisition and disposition of cash and other assets preceding
the bankruptcy is required to determine the existence of property
of the estate as contemplated by Rule 2004.

"To exclude YA Global's loan to Debtor from the review would
result in an incomplete financial picture and a deficient
explanation for the rapid demise of the Debtor," Mr. Skulnik
averred.  He dismisses Prentice's assertion that the proposed
examination is not authorized by the Court's order.

                  About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

The Debtors' exclusive period to file a chapter 11 plan expired on
March 7, 2008.  On March 28, 2008, the Court dismissed the chapter
11 cases of Levitz II (Levitz Home Furnishings Inc., and its
remaining six debtor-affiliates).  (Levitz Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LINENS N THINGS: Hires DJM Realty to Dispose of 120 Stores
----------------------------------------------------------
Linens Holding Co., a home furnishings specialty retailer
operating as "Linens 'n Things," hired DJM Realty to exclusively
manage the disposition of 120 underperforming stores that the
Company targeted for closure as part of its restructuring. Linens
'n Things filed to reorganize under Chapter 11 on May 2, 2008. The
hiring is subject to Bankruptcy Court approval.

"We are pleased to announce our partnership with DJM Realty and
look forward to a successful disposition of these stores. This is
a great chance for retailers looking to expand their real estate,"
said Hugh Scullin, Senior Vice President of Real Estate, Store
Planning, Construction and Legal for Linens 'n Things.

The 120 leases that are available for assignment in this
bankruptcy sale are in Alaska, Arizona, California, Colorado,
Connecticut, Florida, Georgia, Idaho, Illinois, Indiana, Kansas,
Massachusetts, Maryland, Maine, Miami, Minnesota, Missouri, North
Dakota, Nebraska, New Jersey, Nevada, New York, Ohio, Oregon,
Pennsylvania, Rhode Islands, South Carolina, Tennessee, Texas,
Utah, Virginia, and Wyoming.

"The real estate locations are all in major markets which are
difficult to enter. As with all Chapter 11 projects, the process
moves fast and we are expecting an auction before July 31st," said
Andy Graiser, Co-President of DJM Realty, heading the Linens 'n
Things project.

DJM Realty has worked with over 220 companies to dispose of their
excess or under-performing real estate. DJM Realty is a leader in
finding innovative ways to consolidate and reconfigure real estate
to achieve the highest possible value.

Contact information:

     James Avallone
     DJM Realty Phone: (631) 752-1100 x224
     E-mail: javallone@djmrealty.com
     Web site: www.djmrealty.com

                     About DJM Realty

DJM Realty, a Gordon Brothers Group company, specializes in real
estate dispositions, acquisitions, valuations and capital
solutions. DJM Realty has serviced the nation's most recognizable
brands in healthy and distressed situations. Bankruptcy clients
include Avado Brands, Bombay, Chi-Chi's, Kmart, Rag Shop, The Wiz,
and Winn-Dixie. DJM Realty was founded in 1992 and is
headquartered in New York with offices in Los Angeles, Boston and
Chicago.  On the Net: http://www.djmrealty.com.

                   About Linen 'N Things

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

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

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

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

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

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

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

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


LINENS N THINGS: Wants Inserts East's Admin. Claim Motion Denied
----------------------------------------------------------------
Linen 'N Things, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to deny the request
of Inserts East, Inc., for allowance and payment of its
administrative expense claim amounting to $641,841, pursuant to
Section 503(b)(1)(A) of the Bankruptcy Code.

Pursuant to Section 503(b)(1)(A) of the Bankruptcy Code, Inserts
East, Inc., asks the Court to allow and direct payment of its
administrative expense claim amounting to $641,841.

The Debtors relate that, as acknowledged by Inserts East, three
of their orders were timely canceled.  Inserts East, however,
wants the Debtors to pay for the costs relating to the canceled
orders.  The Debtors ask the Court to deny the request because
they did not receive any goods from Inserts East in 20 days prior
to the Petition Date, or receive any goods for the preservation
of the bankruptcy estates.

The Debtors also contend that Inserts East failed to show that
its claim needs immediate payment, as contemplated by Section
503(b) of the Bankruptcy Code.  In addition, the Debtors reserve
the right to supplement their substantive objection to the claim
upon completion of a more thorough analysis of the claim, and any
set-offs or counterclaims that the Debtors may have against
Inserts East.

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

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

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

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

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

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

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

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

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


M FABRIKANT: Court Authorizes Seizure of Former Owners' Assets
--------------------------------------------------------------
Judge Stuart Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York issued an order on June 18
authorizing U.S. marshals to take all necessary steps to seize the
assets of the ex-owners of M. Fabrikant and Sons, Inc., reports
say.  The order was issued in response to a complaint filed in the
Court last week by the Shared Asset Trust, which currently
operates the company.

The Fortgang family, which owned and controlled Fabrikant, is
accused of fraudulent and preferential transfers amounting to more
than $100 million.  The trust seeks to recoup assets it claims the
former owners of Fabrikant diverted to its affiliate companies in
the 16 months preceding Fabrikant's chapter 11 filing, court
papers said.

According to a report by Teresa Novellino of The National Jeweler
Network, these amounts will be taken from the named defendants:

     Charles Fortgang    $87.6 million
     Matthew Fortgang    $49.4 million
     Susan Fortgang      $43.9 million
     Marjorie Fortgang   $16.9 million
     Theresa Fortgang     $3.7 million

The order also names 12 of Fabrikant's affiliated companies.

In a letter to Judge Bernstein, Hunter Carter, Esq. of Arent Fox
LLP, an attorney for the defendants, requested a hearing.

As reported by the Troubled Company Reporter on May 15, the Court
confirmed the Modified Joint Chapter 11 Plan of Liquidation dated
April 24, 2008, filed by M. Fabrikants & Sons and Fabrikant-Leer
International Ltd., together with the Official Committee of
Unsecured Creditors and other current lenders

                   Plan-Created Trusts

The Plan provides for the liquidation of the assets of the
estates, including the investigation and prosecution of certain
causes of action, by two liquidating trusts to be formed pursuant
to the Plan and related liquidating trust agreements.

The first of these trusts is the Shared Assets Trust, which shall
contain the trust assets.  The second of these trusts is the GUC
Trust, which shall contain the GUC trust assets.

The beneficiaries of the Shared Assets Trust are the Debtors'
current lenders and the GUC Trust, while the beneficiaries of the
GUC Trust are the GUC Trust beneficiaries, who are holders of the
GUC Trust Interests.

A full-text copy of the Modified Joint Chapter 11 Plan of
Liquidation is available for free at

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

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.

In schedules filed with the Court, M. Fabrikant disclosed total
assets of $225,612,204 and total debts of $439,993,890.  The
Debtors filed their Plan of Liquidation and accompanying
Disclosure Statement in October 2007.


MANGROVE RE: Moody's Gives Ba2, B1 Ratings to Variable Rate Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned these ratings to two
classes of notes issued by Mangrove Re Ltd.:

  -- Ba2 to the $150,000,000 Series 2008-1 Class A Principal  
     At-Risk Variable Rate Notes Due June 5, 2009;

  -- B1 to the $60,000,000 Series 2008-1 Class B Principal
     At-Risk Variable Rate Notes Due June 5, 2009.

Moody's rating addresses the ultimate cash receipt of all required
interest and principal payments as provided by the governing
documents, and is based on the expected loss posed to the
noteholders relative to the promise of receiving the present value
of such payments.

The ratings of the Notes are primarily derived from the conclusion
of analyses performed by Moody's of the occurrence probabilities
of hurricanes in Florida over the risk period covered, as well as
the amounts lost should such events occur.

In addition, the ratings also consider the credit strength of the
total return swap counterparty, the credit strength of the
sponsor, and the effectiveness of the documentation in conveying
the risks inherent in the structure.


MATTRESS HOLDING: Weak Credit Metrics Cue S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Service placed its ratings on Mattress
Holding Corp., including its 'B' corporate credit rating, on
CreditWatch with negative implications.  S&P could lower or affirm
the ratings following the completion of its review.  Houston,
Texas-based Mattress Holding Corp., a leading bedding retailer
operating under the Mattress Firm name, had about $343 million of
total debt as of April 29, 2008, excluding operating lease
obligations.
     
The CreditWatch listing reflects weaker-than-expected credit
metrics for the first-quarter-ended April 29, 2008, in addition to
our concerns about limited cushion on Mattress Holding's financial
covenants.
     
"We believe the company had very limited cushion on its financial
covenants as of April 29, 2008, and we are concerned that this
cushion will be insufficient, given a series of step-downs in the
required debt leverage covenant levels beginning in the second
quarter," said Standard & Poor's credit analyst Rick Joy.
     
"Standard & Poor's will meet with management to further discuss
Mattress Holding's operating trends and forecasts to resolve the
CreditWatch listing," he continued.


MERRILL LYNCH: Moody's Places B Level Ratings on 3 Note Classes
---------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Merrill Lynch Mortgage Trust 2008-C1.  The
provisional ratings issued on May 30, 2008 have been replaced with
these definitive ratings:

  -- Class A-1, $18,179,000, rated Aaa
  -- Class A-2, $55,593,000, rated Aaa
  -- Class A-3, $65,593,000, rated Aaa
  -- Class A-SB, $32,365,000, rated Aaa
  -- Class A-4, $326,361,000, rated Aaa
  -- Class A-1A, $43,777,000, rated Aaa
  -- Class AM, $71,156,000, rated Aaa
  -- Class AM-A, $6,254,000, rated Aaa
  -- Class AJ, $41,805,000, rated Aaa
  -- Class AJ-A, $3,675,000, rated Aaa
  -- Class B, $10,673,000, rated Aa1
  -- Class C, $11,860,000, rated Aa2
  -- Class D, $8,302,000, rated Aa3
  -- Class E, $8,301,000, rated A1
  -- Class F, $9,488,000, rated A2
  -- Class G, $9,488,000, rated A3
  -- Class H, $10,674,000, rated Baa1
  -- Class J, $11,859,000, rated Baa2
  -- Class K, $10,674,000, rated Baa3
  -- Class L, $8,302,000, rated Ba1
  -- Class M, $3,558,000, rated Ba2
  -- Class N, $3,557,000, rated Ba3
  -- Class P, $3,558,000, rated B1
  -- Class Q, $2,372,000, rated B2
  -- Class S, $3,558,000, rated B3
  -- Class X, $948,772,134*, rated Aaa

*Approximate notional amount

Moody's has assigned definitive ratings to these additional class
of certificates:

  -- Class A-1AF, $122,270,000, rated Aaa
  -- Class AM-AF, $17,467,000, rated Aaa
  -- Class AJ-AF, $10,263,000, rated Aaa

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

  -- Class A-FA, $150,000,000, WR


METRO ONE: FTS Group Reduces Purchase Price to $3.5 Million
-----------------------------------------------------------
FTS Group Inc. agreed to amend certain terms of a binding letter
of intent entered with Metro One Development Inc., formerly On The
Go Healthcare, Inc., reducing the aggregate purchase price paid to
Metro One from $4 million to approximately $3,511,864.  The
$3,511,864 purchase price is comprised of the promissory note
issued on March 18, 2008, as amended, and the assumption of Metro
One Development's vendor debt in the amounts of $650,000 and
$2,861,864, respectively.

As disclosed in the Troubled Company Reporter on March 31, 2008,
FTS Group, together with its wholly owned subsidiary OTG
Technologies Group, Inc., entered into a binding letter of intent
with Metro One, whereby FTS agreed to purchase certain assets of
Metro One's value-added reseller business unit, dba On The Go
Technologies Group, including its goodwill and intellectual
property, and in addition, FTS agreed to assume Metro One's trade
contracts beginning March 18, 2008.  In exchange for the
foregoing, FTS agreed to pay $4 million.  The $4,000,000 purchase
price was comprised of the assumption of vendor debts totaling
$2,900,000 and the issuance of a promissory note in the amount of
$1,100,000.  This initial purchase price was subject to adjustment
based on a final determination of vendor debt on the effective
date and receipt of additional information relating to the
business.

Pursuant to the terms of the amendment, Metro One cancelled any
payments due to it on the note between March 18, 2008 and May 22,
2008.  Pursuant to the amendment, payments we make on the note
will be directed to Laurus Master Fund, Ltd. in order to pay
outstanding amounts due on Metro One Development's accounts
receivable line with Laurus.  Further, Metro One agreed to assign
outstanding receivables of approximately $119,000 to us for
purposes of payment of its outstanding obligations on the Laurus
Line.  Upon satisfaction of the Laurus Line, any excess amounts
due under the note or remaining from the assigned receivables, if
any, will be redirected to Metro One.  If we fail to pay up to
$650,000 toward the Laurus Line by July 14, 2008, unless extended
by Laurus, we will be in default under the note.  The default
provisions remain the same as originally set forth in the March
18, 2008 binding letter of intent.  

FTS also agreed to rent office space and  related services from
Metro One for a period of 90 days at a rate of $10,000 per month.

The acquired assets, acquired trade contracts and the terms of the
Confidentiality and Non-Compete Agreement remain the same as in
the March 18 binding agreement and were incorporated into the
Amendment.

A full-text copy of the Amendment of the Binding Agreement is
available for free at http://ResearchArchives.com/t/s?2e68

                      Going Concern Doubt

Metro One Development Inc. has an accumulated deficit of
$20,738,346 as of April 30, 2008, and incurred a net
loss applicable to common stockholders of $4,678,750 during the
nine months ended April 30, 2008.  These conditions raise
substantial doubt about the company's ability to continue as a
going concern.

Laurus Master Fund Ltd. has notified the company that it is in
default under the Amended and Restated Security Purchase  
Agreement.  In addition, the company's payment obligations under
the Secured Revolving Note issued pursuant to such Amended and
Restated Security Purchase Agreement are currently in default.
The company's Secured Revolving Note with Laurus was the company's
primary source of financing until March 17, 2008.  Without this
source of funding, the company no longer has access to capital to
allow it to develop its operations.  


MORTGAGES LTD: Court Converts Involuntary Case to Chapter 11
------------------------------------------------------------
At the behest of Mortgages Ltd., the U.S. Bankruptcy Court for the
District of Arizona converted a petition for an involuntary
Chapter 7 (liquidation) Bankruptcy for the company to a voluntary
Chapter 11 (reorganization) Bankruptcy.

The involuntary petition was filed on June 20, 2008, by one of the
company's borrowers who has loans in default.

The Court granted Mortgages Ltd.'s conversion motion on June 24,
2008.

Mortgages Ltd. says the chapter 11 conversion allows the company
to secure funding to carry on its business operations and help its
borrowers finish some of the projects under construction.  
Mortgages Ltd. says the goal is to see these projects to
completion making it easier for its borrowers to secure the long-
term financing they need to fulfill their obligations to the
company and to pay off their loans at maturity.

For the near-term, all interest payments to investors have been
suspended.  Mortgages Ltd. explains that the action is part of the
bankruptcy process and is necessary while the judge gains an
understanding of how the company operates, and determines what is
the most fair action moving forward.

On June 2, 2008, Mortgages Ltd. chairman and CEO, Scott M. Coles
was found dead at his home in Phoenix.  The Phoenix Business
Journal reported that the company called for a conference call
June 10 with borrowers, investors and business partners to discuss
the company's future.

Laura Martini has been appointed to serve as interim president.  
According to Business Journal, state bank regulators said on June
3 they will send examiners to Mortgages Ltd. to oversee the
transition process.

According to The Arizona Republic, Mortgages Ltd. owes banks, law
firms, accountants and several other entities almost $200 million.  
Arizona Republic also relates that Phoenix-based Radical Bunny LLC
has the lion's share of the company's unsecured debt.  Radical
Bunny is owed $197.2 million, the report says, citing court
documents.

Mortgages Ltd. notes that none of its Opportunity Funds (mortgage
pools) have filed for bankruptcy.  Each pool is a separate entity.  
However, as Mortgages Ltd. is the manager of those mortgages
pools, it is necessary for the company to also suspend interest
payments to members as part of the process of the bankruptcy.

Mortgages Ltd. also relates that it has expanded its Investor
Committee to include two new members.  The move is aimed at
helping in the flow of information between the company and its
investors.

The committee is comprised of members who have extensive business
experience in real estate and other industries as well.  Several
members have been long-time investors with Mortgages Ltd.  The
members of the committee are:

    * Barry Monheit
    * Bill Lewis
    * Bill Hawkins
    * Doug Gardner
    * Honeylou Reznik
    * Jon Bliven
    * Malcolm (Mal) Jozoff
    * Mike Macera

An investors' meeting is slated for June 26, 2008.

Mortgages Ltd. is a real estate financier based in Phoenix,
Arizona.  It was founded in 1963 by Charles J. Coles and Ronald M.
Anatole.  In 2006, the company produced $3.2 billion in
transactions, according to Phoenix Business Journal.


MOVIDA COMMUNICATIONS: May Pay Exec. Bonuses in $2.8MM Liquidation
------------------------------------------------------------------
Movida Communications Inc. obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to pay $113,000
executive bonuses to 10 officials and workers who helped in the
liquidation of the Debtor's assets, William Rochelle reports.

The Debtor was directed by the Court to sell its business to Cozac
LLC for $2,800,000, Mr. Rochelle says.

According to Mr. Rochelle, top executives were paid an aggregate
amount of $47,500, with $2,750 as the lowest.

                    About Movida Communications

Headquartered in Kansas City, Missouri, Movida Communications Inc.
-- http://www.movidacellular.com/-- is a wireless service     
provider that offers pay-as-you-go wireless voice and data
communications services using a national providers digital
network.  The company filed for Chapter 11 protection on March 31,
2008 (Bankr. D. Del. Case No. 08-10600).  Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor, in Wilmington, Delaware,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed asstes between $10 million to $50 million
and debts between $50 million to $100 million.  No trustee,
examiner or official committee of unsecured creditors has been
appointed in this case.

Movida sought and obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to, among others, wind down it
business and a sale of the Debtor's operations and assets.


MUGELLO ABS: Moody's Junks Ratings of Two Classes of Notes
----------------------------------------------------------
Moody's Investors Service has downgraded ratings of two classes of
notes issued by Mugello ABS CDO 2006-1, Ltd..  The notes affected
by the rating action are:

Class Description: $54,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2051

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

Class Description: $40,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2051

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio.  As reported by the Trustee, the
transaction experienced an event of default on Feb. 5, 2008
described in Section 5.1(h) of the Indenture dated Nov. 14, 2006.

The event of default occurs when the Net Outstanding Portfolio
Collateral Balance be less than the sum of the Remaining Unfunded
Notional Amount plus the Outstanding Swap Counterparty Amount plus
the Aggregate Outstanding Amount of the Class A-1 Notes.

As provided in Article V of the Indenture, during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes.

In this regard, Moody's has been informed by the Trustee that the
Trustee has been directed to dispose of the Collateral in
accordance with the terms of the transaction documents.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche. Losses are attributed to
diminished credit quality on the underlying portfolio.

Mugello ABS CDO 2006-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.


MW JOHNSON: Gets Interim OK to Use Lenders' $1 Million DIP Fund
---------------------------------------------------------------
M.W. Johnson Construction Inc. obtained interim approval from the
U.S. Bankruptcy Court for the District of Minnesota on June 19,
2008, to access $1 million in debtor-in-possession fund from
Builders Mortgage Co. LLC and RBC Real Estate Finance Inc., John
Blakeley of The Deal says.

MW Johnson intends to use the DIP fund to pay salaries and
liquidation expenses, The Deal relates.

The Debtor, according to The Deal, is currently marketing its
assets for at least $59.45 million and hopes to dispose of them by
Sept. 28, 2008, pursuant to the terms of the DIP fund.  The Deal
says that the Debtor hasn't filed its sale motion with the Court.

The DIP fund carries a prime rate, plus 200 basis points, and is
due on the sale deadline, The Deal reports.

Court filings showed that as of June 13, 2008, the Debtor owed
Builders Mortgage about $24.90 million and RBC Real Estate about
$34.60 million.

                        About M.W. Johnson

Lakeville, Minnesota-based M.W. Johnson Construction Inc. --
http://www.mwjohnson.com/-- and M.W. Johnson Construction of  
Florida Inc. are custom homebuilders.  They filed their chapter 11
petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and
08-32876).  Judge Robert J. Kressel presides over the case.  
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed assets and debts of
about $50 million to $100 million.


NATIONAL R.V.: Wants Plan Filing Period Deferred to August 26
-------------------------------------------------------------
National R.V. Holdings Inc. and National R.V. Inc. ask the United
States Bankruptcy Court for the Central District of California to
further extend their exclusive periods to:

   a) file a Chapter 11 plan until Aug. 26, 2008, and

   b) solicit acceptances of that plan until Oct. 25, 2008.

The Debtors say that the are presently drafting a consensual joint
Chapter 11 plan that will resolve intercompany claims and allocate
assets and liabilities of the Debtors to ensure that the interest
of all of the Debtors' creditors are adequately represented.  Los
Angeles-based Kaye Scholer LLP represents the subcommittee of the
Debtors' board of directors to address the intercompany issues.

During their Chapter 11 cases, the Debtors have generated roughly
$22 million following the liquidation of substantially all of
their assets including the sale of at least 175 recreational
vehicles to Dennis Dillon RV LLC for $13.9 million.

A hearing is set for June 26, 2008, at 11:00 a.m., at 3420 Twelfth
Street in courtroom 303 in Riverside, California, to consider
approval of the Debtors' extension request.

                       About National R.V.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its        
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee of Region 16 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Committee.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NORTHWEST AIRLINES: Reaches Tentative Joint Pilot Deal Monday
-------------------------------------------------------------
The negotiating committees of the Delta Air Lines and Northwest
Airlines pilots, both represented by the Air Line Pilots
Association, Int'l, have reached a tentative agreement with Delta
management on a joint pilot contract, the first important step in
the process of combining two pilot groups with long, proud
histories, into the largest unified pilot group in the world.

Negotiating sessions began on Monday, June 16, 2008, and continued
almost around the clock until an agreement was reached on Monday,
June 23, 2008.

The tentative agreement will be presented to each pilot group's
respective governing body, the Delta Master Executive Council and
the Northwest Master Executive Council, this week.

Details of the TA will not be released as it must first be
considered for ratification by each MEC before it can be presented
to each respective pilot group for a separate vote.  The process
of review and ratification will occur as a separate and
independent internal process within each pilot group.

                            About ALPA

Founded in 1931, ALPA -- http://www.alpa.org/-- represents 55,000  
pilots at 40 airlines in the U.S. and Canada. ALPA represents
approximately 7,000 active DAL pilots.  Visit the Delta pilots
website at http://www.deltapilots.org/

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                     About Northwest Airlines

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

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

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


OXIS INT'L: Wants Debt Holders to End Foreclosure Proceedings
-------------------------------------------------------------
Oxis International Inc.'s four debenture holders have been
notified that the sale of its majority interest in BioCheck Inc.
and its diagnostic businesses is proceeding in a timely manner
with strong interest from multiple potential buyers, and warned
that the recently commenced foreclosure efforts, related to their
collateral will both jeopardize repayment efforts and harm
shareholder value.

On June 5, 2008, OXIS received a Notification of Disposition of
Collateral from Bristol Investment Fund, Ltd. in which Bristol
communicated its intention to sell all or some of the "Pledged
Securities" as that term is referred to in the Security Agreement
dated Oct. 25, 2006, entered into between OXIS, Bristol and three
other holders  of certain Secured Convertible Debentures due
Oct. 25, 2008 in an aggregate principal amount of $1,694,250.  
Bristol holds a Debenture in the principal amount of $502,000.  
Apparently Bristol is acting as the agent for all Debenture
Holders in pursuing the sale of collateral.

"It would be completely irresponsible to attempt foreclosure
proceedings when a prospective sale is on track that will clearly
benefit our shareholders, debt holders, employees, suppliers and
customers," Marvin S. Hausman, M.D., Chairman and Chief Executive,
said.  "We are hopeful that our debt holders will recognize this
fact, and allow us to move forward toward finalizing an asset
sale."

Oxis currently has four letters of intent from interested parties.  
Proceeds from the asset sales will be used to repay debenture
holders in full, as well as to generate funds to implement a
growth strategy based on its neutraceutical and therapeutic
assets.  Last Fall, Oxis retained Burrill & Co., a San Francisco
investment bank to assist in the  sale of its diagnostic
businesses and informed the debenture holders of its plan to repay
them with the sale proceeds.

In a separate letter sent, Dr. Hausman requested that debenture
holders Alpha Capital Anstalt, Bristol Investment Fund , Ltd,
Cranshire Capital, L.P., and Whalehaven Capital Fund Limited end
their foreclosure proceedings.

Dr. Hausman noted that Oxis, with the assistance of Burrill, is
better equipped and motivated to sell the assets itself to
maximize value as compared to a  post-foreclosure sale attempt by
the debenture holders, which could reduce the asset values as well
as prohibit the company from arranging financing required to
continue operations.  Should this happen, Dr. Hausman noted, it
would be harmful to shareholder value.

Dr.  Hausman added that Oxis is open to discussions related to
restructuring of the debentures, but said that negotiating with
each fund individually would be onerous and unnecessarily time
consuming given the deadline set by the foreclosure actions.  He
requested that one of the four debenture holders act as a
coordinator for negotiations, while recognizing that each fund has
to make its own decision on any restructuring.

Dr. Hausman said that should the debenture holders continue to
move forward with foreclosure proceedings; Oxis will consider all
legal options necessary to preserve and enhance shareholder value.

"We are continuing our discussions with the debenture holders
regarding a restructuring, and are hopeful all parties can reach a
satisfactory and timely resolution," Dr. Hausman said.

                      "Pledged Securities"

The Pledged Securities in the Security Agreement include the
capital stock and other equity interests owned, directly or
indirectly, by OXIS, specifically its equity interests in its
subsidiaries, including its 53% interest in BioCheck, Inc.  

Nonetheless, OXIS and the Debenture Holders have continued their
negotiations for a forbearance and OXIS is continuing the process
of selling assets to repay amounts owed under the Debentures.

Beginning on Feb. 1, 2007, OXIS was required to amortize the
Debenture in equal installments on a monthly basis resulting in a
complete repayment by the maturity date.  OXIS has not made the
required monthly cash redemption amounts and, as of June 1, 2008,
was seventeen months behind on these payments.  Pursuant to the
provisions of the Debentures, such non-payment is an event of
default.  Upon an event of default, each Debenture Holder has the
right to accelerate the cash repayment of the Mandatory Default
Amount, which is the greater of:

   (1) 130% of the outstanding principal amount of the debenture
       or

   (2) the outstanding principal amount of the debenture, divided
       by the conversion price (currently $0.35) on the date the
       Mandatory Default Amount is either demanded or paid in
       full, whichever has a higher volume weighted average price,
       and all other amounts, costs, expenses and liquidated
       damages due in respect of the debenture.

Penalty interest accrues on any unpaid balance at an interest rate
equal to the lesser of 18% per annum or the maximum rate permitted
by applicable law until such amount is paid in full.

Previously, on April 9, 2008 and April 28, 2008, Bristol sent
demand letters to OXIS stating that OXIS was in default under the
Debentures due to lack of payment of required monthly principal
installment payments starting in Feb. 1, 2007.  At the time of the
April 9, 2008 letter, OXIS and Bristol were in active negotiations
on a proposed financing transaction which would provide OXIS an
opportunity to resolve the existing default under the Debentures.  
The proposed financing transaction was not accepted by all
Debenture Holders and therefore was not executed.  In the April
28, 2008 letter, Bristol demanded that OXIS provide them with a
definitive plan of action to resolve the existing default within
three business days.  Bristol has not made any specific demands
for other costs, expenses or liquidated damages to date.

On May 30, 2008, Cranshire Capital, LP, another Debenture Holder,
sent a letter to OXIS stating that OXIS was in default on the
Debentures and that Cranshire intended to seek all potential
remedies.  Cranshire holds a Debenture in the principal amount of
$313,750.  In response to the default letters received from
Bristol and Cranshire, OXIS management had communicated its plan
to pay all amounts due under the terms of the Debentures upon the
sale of its 53% interest in BioCheck, Inc. and its research assay
business prior to the maturity date of the Debentures on Oct. 25,
2008, and referenced four non-binding letters of intent that it
has received from potential purchasers.  The indications of value
contained in the letters of intent would provide, if closed, funds
sufficient to pay off the Debenture Holders and additionally
provide cash resources to support a business plan based on its
neutraceutical and therapeutic assets.  OXIS has been in active
negotiations with the Debenture Holders aimed at resolving the
existing default under the Debentures and avoiding the foreclosure
sale.

                     About Oxis International

Based in Foster City, California, Oxis International Inc. (OTC BB:
OXIS) -- http://www.oxis.com/-- develops technologies and   
products to research, diagnose, treat, and prevent diseases of
oxidative stress/inflammation associated with damage from free
radical and reactive oxygen species.  The company holds the rights
to four therapeutic classes of compounds in the area of oxidative
stress. It focuses on commercialization programs, including MPO
(myeloperoxidase), GPx (glutathionione peroxidase), and Superoxide
Dismutase (Palosein/Orgotein), as well as a potent antioxidant,
Ergothioneine, that might be sold over-the-counter as a
neutraceutcal supplement.

Oxis International Inc.'s consolidated balance sheet at March 31,
2008, showed $4,760,000 in total assets, $4,073,000 in total
liabilities, and $921,000 in minority interest, resulting in
a $234,000 total stockholders' deficit.

                        Going Concern Doubt

Williams & Webster, P.S., in Spokane, Washington, expressed
substantial doubt about Oxis International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's significant and
ongoing operating losses.


PALM RIDGE: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Palm Ridge, LLC
        1733 N. Palm Canyon, Ste. 3
        Palm Springs, CA 92262

Bankruptcy Case No.: 08-17547

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

Chapter 11 Petition Date: June 23, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Shaun M. Murphy, Esq.
                  Slovak Baron & Empey LLP
                  1800 East Tahquitz Canyon Way
                  Palm Springs, CA 92262
                  Tel: (760) 322-2275
                  http://www.sbelawyers.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
David Baron                    Loan                  Unknown
1800 E. Tahquitz Canyon Way
Palm Springs, CA 92262

Roland Cooke                   Loan                  Unknown
Cooke Grindstaff Trust
2555 N. Junipero Ave.
Palm Springs, CA 92262

Roland Cooke                   Loan                  Unknown
2555 N. Junipero Ave.
Palm Springs, CA 92262

David Grindstaff               Loan                  Unknown

Gary D. Soto Family Trust      Loan                  Unknown

Gary D. Soto                   Loan                  Unknown

Kors Williamson Family Trust   Loan                  Unknown

Geoff Kors                     Loan                  Unknown

James Williamson               Loan                  Unknown

Williamson Capital, LP         Loan                  Unknown

Douglas Franklin               Trade                 Unknown


PARADIGM MEDICAL: March 31 Balance Sheet Upside-Down by $2,590,000
------------------------------------------------------------------
Paradigm Medical Industries Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,772,000 in total assets and $4,362,000
in total liabilities, resulting in a $2,590,000 total
stockholders' deficit.

The company reported a net loss of $566,000 on sales of $229,000
for the first quarter ended March 31, 2008, compared with a net
loss of $1,401,000 on sales of $397,000 in the same period last
year.

This reduction in sales was primarily due to decreased sales of
the P40, P45 and P60 Ultrasound Biomicroscopes, the P37, P37II and
P2700 Ocular Ultrasound A/B Scan Diagnostics, the P2000 A-Scan
Biometric Ultrasound Analyzer, the P2200 and P2500 Pachymetric
Analyzers, and the Blood Flow Analyzer(TM).

Full-text copies of the company's consolidated financials
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e86

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 4, 2008,
Chisholm, Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Paradigm Medical Industries Inc.'s ability  
to continue as a going concern after auditing the company's  
company's financial statements for the year ended Dec. 31, 2007.  
The auditor pointed to the company's working capital deficit and
operating losses.

                      About Paradigm Medical

Headquartered in Salt Lake City, Paradigm Medical Industries Inc.
(OTC BB: PMED) -- http://www.paradigm-medical.com/-- develops,  
manufactures, and markets diagnostic and surgical equipment for
the ophthalmic market.

The company specializes in powerful, easy-to-use, value-driven
equipment capable of providing the experienced practitioner
exceptional value while being affordable for doctors starting new
practices or opening up satellite offices.


PATIENT ACCESS: April 30 Balance Sheet Upside-Down by $371,539
--------------------------------------------------------------
Patient Access Solutions Inc.'s balance sheet at April 30, 2008,
showed $1,357,415 in total assets and $1,784,954 in total
liabilities, resulting in a $371,539 total stockholders' deficit.

At April 30, 2008, the company's balance sheet also showed
strained liquidity with $397,687 in total current assets available
to pay $1,277,670 in total current liabilities.

The company reported a net loss of $830,246 on total revenues of
$98,511 for the second quarter ended April 30, 2008, compared with
a net loss of $191,577 on total revenues of $50,640 in the same
period ended April 30, 2007.

For the six months ended April 30, 2008, the company reported a
net loss of $934,965 on total revenues of $190,383, compared with
a net loss of $191,997 on total revenues of $98,824 for the
corresponding period ended April 30, 2007.

Operating expenses for the three and six months ended April 30,
2008, were $894,304 and $1,047,407 compared to $172,795 and
$219,910 for the three and six months ended April 30, 2007.  The
increase in expenses for the three and six months ended April 30,
2008, was a result of increased consulting and marketing expenses.

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?2e85

                       Going Concern Doubt

Patient Access Solutions Inc. has a net loss of $934,965 for the
six months ended April 30, 2008, a working capital deficiency of
$879,983, and a stockholders' deficiency of $371,539.  The company
believes these factors raise substantial doubt about the company's
ability to continue as a going concern.

                       About Patient Access

Headquartered in Hauppauge, New York, Patient Access Solutions
Inc. (OTC BB: PASO) -- http://www.pashealth.com/-- fka. Blue  
Mountain Resources Inc., has developed and markets the PASHealth
Web Portal System.  The PASHealth Web Portal System offers
electronic medical eligibility, electronic referrals, and service
authorizations, electronic claims processing, drug formularies,
electronic prescriptions, electronic medical records and patient
data, automating the labor intensive and expensive manual process
currently used by many facilities and healthcare providers.  


PEOPLE'S FINANCIAL: S&P Puts Default Ratings on Two Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M10 and B1 mortgage pass-through certificates from People's
Financial Realty Mortgage Securities Trust Series 2006-1.
     
The lowered ratings reflect the failure of excess interest to
cover monthly losses, which has resulted in the complete erosion
of overcollateralization for this transaction.  This O/C
deficiency caused a principal write-down of the M10 and B1
classes, which prompted us to downgrade these classes to 'D'.  As
of the May 2008 remittance period, cumulative losses for this
transaction were 3.54% of the original pool balance.  Total
delinquencies and severe delinquencies (90-plus days,
foreclosures, and REOs) were 46.56% and 36.36% of the current pool
balance, respectively.
     
A combination of subordination, excess interest, and O/C (prior to
its complete erosion) provide credit enhancement for this
transaction.  The collateral supporting this series consists of a
pool of subprime fixed- and adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.
  

                           Ratings Lowered

    People's Financial Realty Mortgage Securities Trust 2006-1
                 Mortgage pass-through certificates

                                    Rating
                                    ------
                  Class       To              From
                  -----       --              ----
                  M10         D               CCC
                  B1          D               CC


PLASTECH ENGINEERED: Court Okays June 26 as Plan-Filing Deadline
----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates,
together with Chrysler LLC, Goldman Sachs Credit Partners L.P., as
Agent to the Prepetition First Lien Term Lenders, the Steering
Committee of First Lien Term Loan Lenders, and the Official
Committee of Unsecured Creditors, again stipulated to extend the
Exclusive Plan Filing Period to June 26, 2008.  The Solicitation
Period is set as is on Aug. 4, 2008.

The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the parties' stipulation.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/             
or 215/945-7000)


PLASTECH ENGINEERED: Buyers, Lenders Agree on Proceeds Sharing
--------------------------------------------------------------
In connection with the credit bid of JCIM LLC, the Steering
Committee of First Lien Term Loan Lenders in Plastech Engineered
Products Inc. and its debtor-affiliates' Chapter 11 cases entered
into the Binding Amended and Restated JCI/Term Lender Term Sheet
with Johnson Controls, Inc.

To recall, $160,000,000 of the almost $200,000,000 that Johnson
Controls, Inc.'s JCIM, LLC, has offered to purchase the Debtors'
interior and underhood business is in the form of secured
indebtedness that will be surrendered by Goldman Sachs Credit
Partners LP, as collateral agent for the First Lien Lenders.

In addition, with the help of Goldman Sachs, Decoma International
of America, Inc., offered to buy the Debtors' exteriors business,
for a consideration of the release of $24,670,000 of debt due to
the First Lien Lenders.

Pursuant to the Binding Term Sheet, the First Lien Term Loan
Lenders will receive certain cash consideration, certain debt
issued by JCIM, and a minority equity interest in JCIM.  Upon
court approval of a settlement among certain First Lien Term Loan
Lenders and certain Second Lien Term Loan Lenders, the Second
Lien Term Loan Lenders will be entitled to share in the minority
JCIM equity interest.

A portion of the cash consideration has been used to fund the
purchase price for certain Fixed Collateral.  Subject to the
approval by the Court of the Wind Down Settlement motion and
certain settlements by and among the Steering Committee and the
Official Committee of Unsecured Creditors, these proceeds will be
made available to fund the Term Lenders' portion of the Wind Down
Budget and the 503(b)(9) claims, as well as a distribution to
general unsecured creditors.  After funding of these amounts, as
well as other amounts for related settlements, the net cash
consideration to the First Lien Term Lender Parties from the sale
of the Interiors Business, before certain other expenses, is
expected to be approximately $83,000,000.

In connection with Decoma International's credit bid for the
Debtors' exteriors business, the Steering Committee and Decoma
entered into a Bidding Agreement, whereby the First Lien Term
Loan Lenders will receive certain cash consideration, currently
held in a third-party escrow account, in exchange for the
Exteriors Credit Bid.  The net distributable cash consideration
to the First Lien Term Lender Parties under the Bidding
Agreement, after the funding of certain reserves for transaction
related expenses, is expected to be approximately $24,700,000.  
However, the distribution of the amount is not guaranteed, since
the Bidding Agreement provides that:

   (i) the escrowed funds will become available over time,
       following the satisfaction of conditions for release from
       escrow set forth in the Bidding Agreement, and

  (ii) the distributable amount is subject to potential
       adjustment provided in the Bidding Agreement.

           Sensitive Information in Bidding Agreements

The Debtors say the Binding Term Sheet and the Decoma Bidding
Agreement contain commercially sensitive information that would
be inappropriate to disclose to other parties.  The Binding Term
Sheet and the Decoma Bidding Agreement include, among other
things, (i) information regarding maximum agreed credit bids that
must be kept confidential at least until the sales of the
Interiors Business to JCIM and the Exteriors Business to Decoma
have been approved by the Court, and (ii) conditions to the
release of funds that are commercially sensitive.  Accordingly,
the Steering Committee has filed the Binding Term Sheet and the
Decoma Bidding Agreement under seal.

The Binding Term Sheet and the Decoma Bidding Agreement have been
submitted to the First Lien Agent for posting to the confidential
Intralinks Web site for all First Lien Term Loan Lenders.

The Steering Committee together with the Debtors and the Official
Committee of Unsecured Creditors, in a Court-approved
stipulation, agree that documents filed in connection with the
Term Sheet and the Bidding Agreements will be designated as
confidential and may only be disclosed in accordance with the
provisions of a protective order.  Only the Debtors, the Steering
Committee, and the agent and the First Lien Lenders will receive
copies of the documents.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/             
or 215/945-7000)


PLASTECH ENGINEERED: Court OKs $199MM Interior Biz. Sale to JCI
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the sale of the interior and underhood business of
Plastech Engineered Products Inc. and its debtor-affiliates to  
JCIM, LLC, a subsidiary of Johnson Controls Inc.

JCIM emerged as the successful bidder and will acquire the
Interior Business for a $199,500,000 total consideration,
$160,000,000 of which will be paid for the Debtors' loan to
Goldman Sachs Credit Partners, LP, with the remaining $39,500,000
to be paid to the Debtors, according to Bloomberg News.  JCIM
emerged as the winning bidder at the auction on June 16.

Assets sold to JCIM include the Debtors' 51% equity interest,
including all rights and privileges related or incident thereto,
TrimQuest, LLC, a Michigan limited liability company.

The Court's order provides, among other things, that:

    -- The parties' Asset Purchase Agreement, including the
       releases, the Credit Bid, and the designation of rights,
       the sale and all related transactions are approved and
       authorized.

    -- At the closing, the Purchase Price, prior to adjustments,
       will be delivered to the Debtors:

       (i) Goldman Sachs, as First Lien Collateral Agent, will
           surrender the $160,000,000 of first lien debt in
           exchange for the transferable right to receive the
           Credit Bid Assets, which constitute the collateral to
           the prepetition debt.

      (ii) upon transfer to JCIM of the right to receive the
           Credit Bid Assets, the First Lien Credit Bid
           Indebtedness will be deemed satisfied and discharged
           and the First Lien Collateral Agent will execute and
           deliver releases of its Liens on the Credit Bid
           Assets;

     (iii) by wire transfer of immediately available funds to
           the Debtors, JCIM will pay the Cash Purchase Price
           less the amount to be placed on escrow; and

      (iv) JCIM will pay $8,000,000 representing the remaining
           balance of the Cash Purchase Price, to the Escrow
           Agent pursuant to the Escrow Agreement.  

    -- The transfer by the First Lien Collateral Agent to the
       JCIM of the right to receive the Credit Bid Assets, as to
       the First Lien Collateral Agent, will be "as is, where
       is," without any representations, warranties or recourse.

    -- The transactions do not amount to a consolidation, merger
       or de facto merger of JCIM and the Debtors and their
       estates.

A full-text copy of the Sale Order is available for free at:

              http://researcharchives.com/t/s?2e7f

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/             
or 215/945-7000)


PLASTECH ENGINEERED: $4MM Sale of Stamping Business Gets Court Nod
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized the sale of the stamping business of Plastech
Engineered Products Inc. and its debtor-affiliates to JD Norman
Ohio Holdings, Inc.  JD Norman offered to pay $4,500,000 for the
Debtors' stamping business.

The Sale order, among other things, provides that:

    -- Upon the Closing, JD Norman will assume and agree to pay,
       perform and discharge, the assumed liabilities in
       accordance with the asset purchase agreement.

    -- The purchased assets will not include any property owned
       by third parties unless the third parties have provided
       written consent to the sale of property.

    -- The sale excludes AmeriGas Propane, L.P.'s propane tanks,
       storage vessels, equipment or other materials used in the
       storage and distribution of propane, title to which
       remains in AmeriGas pursuant to the terms of the
       National/Regional Accounts Propane Gas Agreement dated
       July 19, 2006.

    -- JD Norman is authorized to allocate the Stamping Business
       and the Purchased Assets among its affiliates, designees,
       assignees, and successors in a manner as it in its sole
       discretion deems appropriate.

    -- There will be no rent accelerations, assignment fees,
       increases or any other fees charged or chargeable to
       Purchaser as a result of any sublease of the Strongsville
       Lease.  Any provisions in the Strongsville Lease that
       prohibit or condition the assignment or sublease of the
       Lease or allow the non-Debtor party to the Lease to
       terminate, recapture, impose any penalty, condition
       renewal or extension, or modify any term or condition upon
       the sublease, constitute unenforceable anti-assignment
       provisions and are void and of no force and effect.  

    -- Nothing in the Sale Order releases the Debtors from their
       obligations under Section 365 of the Bankruptcy Code with
       respect to any executory contracts or unexpired leases not
       yet assumed, assigned or rejected.

A full-text copy of the Sale Order is available at:

              http://researcharchives.com/t/s?2e80

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/             
or 215/945-7000)


QUEBECOR WORLD: Signs Deal to Extend OPTrust Site Rent
------------------------------------------------------
Quebecor World, Inc., and its subsidiaries reorganizing under the
Canadian' Companies' Creditors Arrangement Act, sought Quebec
Superior Court of Justice's approval of a lease entered into with
OPTrust Office Inc., for office space at 999 de Maisonneuve
Boulevard West, in Montreal, Quebec.

Francois-David Pare, Esq., at Ogilvy Renault, LLP, in Montreal,
Quebec, related that the long-term lease for the Applicants'
current location at 612 St-Jacques Street, in Montreal, Quebec,
has expired.  The Applicants have negotiated for a short-term
occupancy agreement to entitle them to use the current premises
up to Sept. 30, 2008.

The OpTrust Lease Agreement provides that:

   (a) The initial term of the lease is 10 years commencing on
       Oct. 1, 2008, with two- and five-year renewal options;

   (b) The approximate rentable area is 38,000 square feet;

   (c) Gross rent, including common area and operating charges,
       for the first year is estimated to be C$1,300,000;

   (d) The Applicants are required to post a letter of credit in
       the initial amount of C$2,000,000; and

   (e) OPTrust will remain an unaffected creditor in any eventual
       plans of arrangement.

Mr. Pare said the total rent for the New Premises will provide a
C$3,100,000 rent savings over the course of the initial 10-year
term before relocation costs.  The Applicants are also entitled
to cancel up to 7,000 square feet in the first three years of the
Lease Agreement, and assign the Lease.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


QUEBECOR WORLD: Claim Transfers in May 2008 Totals $22,543,481
--------------------------------------------------------------
In May 2008, the Bankruptcy Court Clerk in the bankruptcy case of
Quebecor World Inc. recorded 13 claim transfers totaling
$22,543,481, to:

   (a) Sierra Liquidity Fund

       Transferor                                  Claim Amount
       ----------                                  ------------
       Proforma Custom Printing Services                 $9,201
       Glab's Trucking                                    4,400
       Printer's Bindery Services, Inc.                   4,484
       Staub Leadership Solutions, Inc.                   1,700
       Express Distribution Service                       1,600
       Kems Trucking, Inc.                                1,700
       Witte Brothers Exchange                              662

   (b) Bank of America, N.A.
        
       Transferor                                  Claim Amount
       ----------                                  ------------
       Midland Paper Company                         $3,014,316
       Roosevelt Paper Company                          582,868
       The Intersect Group Finance & Accounting          43,624

   (c) Deutsche Bank Securities Inc.

       Transferor                                  Claim Amount
       ----------                                  ------------
       The Insurance Company of the Statements      $17,356,700
         
   (d) Hain Capital Holdings, Ltd.
     
       Transferor                                  Claim Amount
       ----------                                  ------------
       AEP Industries, Inc.                          $1,502,348

   (e) Export Development Canada

       Transferor                                 Claim Amount
       ----------                                 ------------
       Silchem, Inc.                                   $19,878

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.



QUEBECOR WORLD: Value Now Nil After Insolvency, Quebecor Inc. Says
------------------------------------------------------------------
Quebecor Inc., disclosed in its financial report for the quarter
ended March 31, 2008, that in light of the insolvency proceedings
of Quebecor World, Inc., and its affiliates, the financial and
strategic value of Quebecor World to Quebecor Inc. has been
significantly diminished.  Quebecor Inc. said it does not expect
to realize any future earnings on its investment in Quebecor
World.  Accordingly, Quebecor Inc. said it deconsolidated its
investment in Quebecor World starting Jan. 21, 2008.

Quebecor Inc. valued its investment in Quebecor World at $0, and
classified the printing company as a "discontinued operation."  
Quebecor Inc. posted ($117,000,000) of cash flows used in
discontinued investing activities and cash and cash equivalents
of Quebecor World for the three months ended March 31, 2008,
compared with ($53,200,000) for the same period in 2007.

Results of the discontinued operations include a $17,700,000 net
loss recognized by Quebecor World for the period from January 1
to 21, compared with a net loss of $18,100,000 in the first
quarter of 2007, The London Free Press said.  Quebecor Inc. also
said Quebecor World's revenues for the three week period from
Jan. 1 to 21 was $317,600,000, compared with $1,600,000,000 in
the year-ago period.

As of Jan. 21, 2008, Quebecor Inc.'s consolidated balance sheet
included a net assets deficiency of $761,300,000 represented by
the excess of the liabilities and non-controlling interest related
to Quebecor World over its assets.  Quebecor Inc. also had an
accumulated other comprehensive loss of $326,500,000, net of
income taxes, that was attributable to Quebecor World, as of
January 21.  The net assets deficiency and the accumulated
comprehensive loss were reversed upon the deconsolidation,
generated Quebecor Inc. a net gain of $399,700,000, net of the
$35,100,000 decrease in the income tax asset related to the
investment in Quebecor World.

As of June 2, 2008, Quebecor Inc. owned 24.60% of the equity and
76.44% of the voting interests in Quebecor World.  On Dec. 31,
2007, Quebecor Inc. owned 35.39% of the equity and 84.46% of the
voting interests in Quebecor World.

In other news, Quebecor Inc. said it will hold the annual general
meeting of its shareholders on June 26, 2008.  The meeting will
discuss Quebecor Inc.'s views on current the operations of
Quebecor World as discontinuing operations during the first
quarter of 2008 were not finalized.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


QUEBECOR WORLD: Unit Reaches Deal with Workers After 2 Years
------------------------------------------------------------
Quebecor World Inc.'s unit, Quebecor World Mt. Morris II LLC, has
reached a deal with five unions representing 650 employees at the
Mt. Morris, Illinois, facility, after more than two years of
bargaining, which started March 2006, the Ogle County News
reported.

Myndi Fletcher, Local 65B secretary-treasurer, told Ogle County
News that "overall workers are pleased to have the contract
settled, especially after the lengthy period of negotiations."
"No one wanted a strike," she said.

The unions are part of the Graphic Communications Conference/
International Brotherhood of Teamsters.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


RC2: Moody's Gives Ba2 Rating to New $325MM Bank Facility
---------------------------------------------------------
Moody's assigned a Ba2 rating to RC2's new $325 million bank deal
and withdrew ratings on the previous bank facilities.  The
company's other ratings, including its SGL-2 were affirmed.  The
rating outlook is stable.

The proceeds will be used to fund the company's disclosed
acquisition of the Children's Publishing Division of privately-
held Publications International, Ltd. and to replace the existing
bank facilities which were due to expire in September.

Moody's said that while the leverage of the company has increased,
largely due to share repurchases, since the company was last
upgraded in 2006 and will be further increased with the CPD
acquisition, credit metrics will remain strong for the rating
category.

RC2's ratings balance (1) the significant business risk associated
with the toy industry, which includes seasonality, fashion risk,
continued age compression (children growing out of toys at an
increasingly younger age), increased competition from newer
technologies and significant reliance on a small number of large
retailers, (2) risks stemming from efforts to transform a company
of limited size and narrow focus through a series of acquisitions,
(3) increased cost base due to high commodity and energy costs,
higher testing standards following last year's recalls as well as
recall related legal costs; and (4) some event risk surrounding
the company's reliance on license contracts one of which is in
dispute following the product recalls; against (5) credit metrics
that score generally at the investment grade rating level.  

Moody's views the CPD acquisition to be a strategic positive for
RC2 and expects the company to focus on debt reduction after the
deal closes.

The stable outlook assumes that the company's management has
adequately assessed the likely residual costs of putting the
recall issues behind them and that a satisfactory resolution of
the dispute with the licensor is reached.  It also assumes that
RC2 is able to reinvigorate top line sales growth which has
suffered in the face of the challenges of the past year.

Furthermore, the stable outlook reflects our expectation that the
company will remain prudent concerning returns to shareholders, at
least while the term loan A amortization continues and until such
time as leverage has been reduced and growth has resumed on a
sustainable basis.

Moody's said that the affirmation of the SGL-2 reflects the
company's good liquidity.  While internal liquidity will weaken
over the medium term due to the sizable amortization payments
called for under the new term loan agreements, external liquidity
is improved by virtue of the new five year $75 million revolving
credit facility which is not expected to be utilized.

Moody's expects the company to maintain significant and improving
cushion under its covenants which are maximum leverage of 3.5
times and minimum fixed charge coverage of 1.25 times.

These ratings were assigned:

  -- $75 million Senior Secured Revolving Credit Facility due 2013
     at Ba2 (LGD3, 32%);

  -- $175 million Senior Secured Term Loan A due 2013 at Ba2
     (LGD3, 32%); and

  -- $75 million Senior Secured Term Loan B due 2014 at Ba2 (LGD3,
     32%)

These ratings were affirmed:

  -- Corporate Family rating at Ba2
  -- Probability of Default Rating at Ba3
  -- SGL-2

These ratings were withdrawn:

  -- $100 million Senior Secured Revolving Credit Facility at Ba2
     (LGD3, 32%); and

  -- $54 million Senior Secured Term Loan at Ba2 (LGD3, 32%)

Headquartered in Oak Brook, Illinois, RC2 Corporation is a
designer, producer and marketer of innovative, high-quality toys,
collectibles, and infant and toddler products.  Revenue for the
LTM period ending March 31, 2008 was approximately $470 million.


REDROLLER HOLDINGS: Posts $1,362,517 Net Loss in 2008 1st Quarter
-----------------------------------------------------------------
RedRoller Holdings Inc. reported a net loss of $1,362,517 for the
first quarter ended March 31, 2008, compared with a net loss of
$2,100,594 in the corresponding period in 2007.

Net sales for the three months ended March 31, 2008, decreased to
$291,858 from $342,507 for the three months ended March 31, 2007,
a decrease of $50,649, or 15%, primarily due to fewer high dollar
value installation contracts performed by Taylor Systems
Engineering Corp. as compared to the same period in the prior year
as well as slightly lower shipping services by the company.

Salaries and benefits decreased from $1,446,203 for the three
months ended March 31, 2007, to $669,059 for the three months
ended March 31, 2008, a decrease of $777,144 or 54%, primarily due
to a decrease in stock-based compensation expense attributable to
employee stock options and the capitalization of approximately
$167,000 of salaries related to work performed on the company's  
new subscription based website.

Selling, general and administrative expenses for the three months
ended March 31, 2008, decreased to $801,136 from $811,251 for the
three months ended March 31, 2007, a decrease of $10,115, or 1%,
primarily due to decreases in stock-based compensation expense to
non-employees and technology expenses. Offsetting such decreases
were higher marketing and professional fees.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$5,315,599 in total assets, $918,303 in total liabilities, and
$4,397,296 in total stockholders' equity.

At March 31, 2008, the company's accumulated deficit amounted to
$21,010,944.  In comparison, at Dec. 31, 2007, the company's
accumulated deficit was $19,648,427.

The company had cash and cash equivalents of $2,046,844 and
working capital of $1,454,957 at March 31, 2008.  The company had
cash and cash equivalents of $3,489,116 and working capital of
$2,923,410 at Dec. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e90

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about RedRoller Holdings Inc.'s ability to continue as a going
concern in its report to the Audit Commitee of the Board of
Directors and Stockholders of the company after auditing the
company's consolidated balance sheets as of Dec. 31, 2007, and
2006, and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the years ended
Dec. 31, 2007, and 2006.

The auditing firm pointed to company's operating losses since its
inception and limited capital resources.

                     About RedRoller Holdings

Headquartered in Stamford, Conn., RedRoller Holdings Inc.
(OTC BB: RROL) -- http://www.redroller.com/-- is an authorized  
reseller of carrier-based shipping services that uses a
proprietary Internet-based, multi-carrier, integrated pricing
comparison and shipping services system that is available at no
charge to the end-user.  

Through RedRoller's basic software platform, customers can compare
pricing established by RedRoller from multiple shipping carriers
and purchase shipping services, which are then performed directly
by the selected carrier following RedRoller's transmittal of a
shipping order to the carrier.  RedRoller is currently enhancing
and augmenting its software system to support a subscription-based
service, expected to be introduced in the second quarter of 2008.

Through its wholly-owned subsidiary, Taylor Systems Engineering
Corp., RedRoller also installs shipping systems software that
integrates customers systems with shipping carriers' software and
also provides maintenance of such software.


REPUBLIC SERVICES: Agrees to Combine with Allied Waste for $6.24BB
------------------------------------------------------------------
Allied Waste Industries Inc. entered into a $6.24 billion stock
deal with Republic Services Inc. to establish a waste and
environmental services provider with expected pro forma annual
revenues of approximately $9 billion and an expected total market
capitalization of approximately $12 billion.

Allied Waste Industries Inc. and Republic Services disclosed that
their boards of directors have unanimously approved a definitive
merger agreement.

                         Transaction Terms

Under the terms of the agreement, Allied shareholders will receive
0.45 shares of Republic common stock for each share of Allied
common stock held.  Based on the unaffected closing stock prices
of both companies on June 12, 2008, this represents a premium of
approximately 17% over the average closing price of Allied's stock
for the previous 30 trading days.  In completing the transaction,
Republic will issue approximately 198 million shares of common
stock to Allied shareholders, representing approximately 52%
ownership of the combined company.

In connection with the transaction, Republic expects to put in
place a new unsecured senior credit facility and issue new senior
notes.  The existing senior notes of both Republic and Allied will
remain outstanding.

After completion of the transaction, Mr. O'Connor will become
chairman and chief executive officer of the combined company,
while Don Slager, president and chief operating officer of Allied,
will become president and chief operating officer.  Tod Holmes
will become chief financial officer.

The board of directors of the combined company will consist of 11
members, including Mr. O'Connor, five independent directors from
the current Republic board of directors and five independent
directors from the Allied board of directors.  The company, which
will be based in Phoenix, will be named Republic Services Inc. and
traded under the ticker symbol RSG on The New York Stock Exchange.

                     Benefits from the Merger

The combined company will have more than 35,000 employees serving
more than 13 million customers in 40 states and Puerto Rico.  The
transaction is expected to close by the fourth quarter of 2008, to
generate approximately $150 million in net annual synergies and to
be accretive to Republic's earnings per share in the first year
after completion of the merger.

The companies stated that the merger will strengthen the national
service platform of the companies and integrate the collection,
transfer, recycling and disposal or landfill operations from
Republic and Allied under a management team, led by Republic's
chairman and chief executive Officer, James E. O'Connor.

The transaction will also assemble a growing landfill gas-to-
energy portfolio and significant untapped renewable energy
resources.  The combined company will be diversified across
geographic markets, customer segments and service offerings, and
will be committed to providing superior customer service.

The companies expect to generate strong and predictable cash flows
from operations in excess of $1.7 billion annually that will be
used to invest in the business, fund the dividend program and
reduce debt to maintain and improve the company's investment grade
credit rating.

"By combining the strengths of two great companies and integrating
executives from both teams, Republic will enhance its leadership
position in the U.S. environmental services industry, building on
both companies' foundations of profitable growth," James E.
O'Connor, chairman and chief executive officer of Republic, said.
"As each company has done individually, the combined company will
remain fully committed to serving the needs of our customers,
shareholders and employees."

"The vertically integrated model of the combined company - linking
collection, transfer, recycling and disposal services - enhances
cash flow, earnings and return on capital for our shareholders,
while reducing our risk," Mr. O'Connor continued.  "Our strategic
focus remains on improving return on invested capital, reducing
debt and generating higher levels of free cash flow."  

"At the same time, our business model will blend the best
practices and complementary assets of the two companies to provide
unmatched customer service and operating efficiency," added
Mr. O'Connor.  Our employees will benefit from the enhanced career
opportunities that result from a larger company better positioned
for future success."

"Our two companies have known and respected each other for many
years, and the time is right for us to take the next logical step
in the development of both companies, thus accelerating our
ability to achieve our strategic objectives and enhancing our plan
for profitable growth," John Zillmer, chairman and chief executive
officer of Allied, said.  

"Republic has an extensive presence in the high-growth Sunbelt
markets, an established franchise business and a strong capital
structure," Mr. Zillmer stated.  "Allied has a broad national
footprint, an innovative procurement platform and significant
internalization opportunities.  Together, we are positioned for
greater success than either company could achieve on its own."

           Integrated and Diversified National Competitor

The combination of Republic and Allied creates an integrated
operations platform that provides significant advantages for
serving customers throughout the country.  The company will
centralize core corporate functions and standardize business
practices, creating operating efficiencies and improving
productivity, while customer decisions will remain at the local
level to ensure the new company remains responsive.

"By building on the best practices of both companies, we can
further improve productivity and operating margins, while
advancing our strategic priorities and investing in the ongoing
development of our business and critical people resources," said
Mr. Slager.  "This merger allows us to capitalize on the
attractive business opportunities in our industry and enhance our
ability to provide comprehensive solutions to the waste-stream
management needs of our customers."

                    Strong Financial Foundation

The merger is expected to create significant benefits for
shareholders of both companies, and the combined company will have
a strong foundation for future financial performance.

   * Operating Synergies: The companies expect to achieve  
     approximately $150 million in net pretax annual synergies by
     the third year after the completion of the transaction,
     from achieving greater operating efficiencies, capturing
     inherent economies of scale and leveraging corporate and
     overhead resources.
    
   * Attractive Dividend: Republic is expected to continue its
     annual dividend of $0.68 per share.  This transaction will
     introduce a dividend benefit to Allied shareholders.
    
   * Strong Capital Structure: The companies expect the
     significant free cash flow and conservative balance sheet
     resulting from this merger to enable the company to receive
     an investment-grade rating by the major credit rating
     agencies.  The company intends to use free cash flow to fund
     its dividend, reduce debt and invest in internal growth.
     Republic remains committed to maintaining and improving its
     investment grade credit rating.

The merger is subject to standard closing conditions, including
approvals of review process by antitrust and other regulatory
authorities, and to the receipt of investment grade ratings as
defined in the merger agreement.  The companies anticipate that
regulatory reviews and approvals can be completed in four to six
months.

Merrill Lynch & Co. acted as financial advisor and provided a
fairness opinion to Republic.  Akerman Senterfitt and DLA Piper US
LLP served as legal advisors to Republic.  

UBS Investment Bank acted as lead financial advisor and provided a
fairness opinion to Allied.  Mayer Brown LLP served as legal
advisor to Allied.

                   About Republic Services Inc.

Headquartered in Fort Lauderdale, Florida, Republic Services Inc.
(NYSE: RSG) -- http://www.republicservices.com/-- is a provider  
of environmental services including solid waste collection,
transfer and disposal services in the United States.  The
company's operating units are focused on providing solid waste
services for commercial, industrial, municipal and residential
customers.

               About Allied Waste Industries Inc.

Based in Scottsdale, Arizona, Allied Waste Industries Inc. --
http://www.alliedwaste.com/and http://www.disposal.com/--      
(NYSE: AW) provides waste collection, transfer, recycling, and
disposal services for residential, commercial, and industrial
customers in over 100 major markets spanning 37 states and Puerto
Rico.  The company has 24,000 employees.


REPUBLIC SERVICES: Moody's Sees Likely Cut in Rating After Merger
-----------------------------------------------------------------
Moody's Investors Service placed its Baa1 senior unsecured rating
of Republic Services, Inc. on review for possible downgrade
following Republic's June 23, 2008 announcement that it has
entered into a definitive agreement to merge with Allied Waste
Industries, Inc. in a stock-for-stock merger.  According to the
merger announcement, Allied Waste shareholders will receive 0.45
shares of Republic common stock for each share of Allied common
stock.

Concurrently, Moody's placed its B1 corporate family rating of
Allied under review for possible upgrade.  The boards of directors
of both companies have approved the merger, which, subject to
closing conditions, is expected to become effective on or before
December 31, 2008.

"The combination of the Republic and Allied businesses would
create a more formidable competitor in the solid waste business
and is a logical step in industry consolidation," said Jonathan
Root, Moody's Analyst.  Moody's review will include an assessment
of the combined credit profile using its Rating Methodology for
the Solid Waste Management Industry.

The Methodology's indicated rating using the March 31, 2008 pro
forma combined credit profile of Allied and Republic maps to the
Baa3 rating category, notwithstanding interest coverage, leverage
and cash flow metrics that would initially be somewhat weak for
the rating.

The company's stated commitment to improve cash flow and to reduce
debt supports an expectation of improving credit metrics.  "If the
transaction proceeds as expected and the post-merger legal
structure, liquidity profile and financial policies of the
combined group are typical of investment grade credit profiles,
then Moody's expects it would assign a Baa3 rating to the combined
Republic when it resolves the review," said Mr. Root.

"The post-merger legal and debt structures of Republic will be an
important focus of Moody's review" continued Mr. Root.  
Specifically, the relative priorities of claim of the different
debt obligations that comprise the post-merger debt capital
structure need to be identified in order to assess the degree, if
any, of structural subordination that might exist.

According to Republic's press release, the existing senior notes
of each company will remain outstanding and Republic will arrange
a new credit facility and issue new senior notes as part of the
transaction.  If made, the upstream guarantee by Allied and its
subsidiaries and the downstream guarantee by Republic and its
subsidiaries of all of the other company's debt obligations could
effectively eliminate the structural subordination that would
result if the current debt structures were combined.

Moody's observes that the terms of the Allied indentures allow
certain restrictive covenants, including the limitation on
additional indebtedness, to be stripped if these notes were to
receive an Investment Grade Rating, defined in the Indentures as
either (i) at least BBB- and Ba1 or (ii) at least BB+ and Baa3.

Additionally, the Allied and Browning-Ferris senior notes
indentures contain equal and ratable clauses that require these
obligations to be secured if Allied has secured debt outstanding.

Moody's anticipates that Allied's existing secured bank credit
agreement could be terminated in the transaction given the mention
by Republic in its press release of its intent to arrange a new
senior unsecured credit facility.  The termination of the Allied
facility would release the collateral interest of the Allied and
BFI notes, making these notes unsecured obligations.

Financial policies and the effect, if any, on the March 31, 2008
pro forma combined revenues and cash flows of the two companies
should U.S. anti-trust regulators require divestitures pursuant to
the HSR Act will also be considered during the review.

Financial policies that prioritize debt reduction rather than
continuing returns of excess cash to shareholders through share
purchases would imply a commitment to restoring credit metrics of
Republic to investment grade levels and would support Moody's
resolving the review with the Baa3 investment grade rating.

Because the companies do not expect the merger to become effective
until late in 2008, Moody's expects the ratings of both issuers to
remain under review for an extended period.  Moody's will monitor
developments with respect to each company's stand-alone credit
profile and the progression of the merger planning milestones,
such as shareholder approvals, HSR reviews, and legal entity
structuring and seek to complete the reviews as timely as
possible.

Outlook Actions:

Issuer: Allied Waste Industries, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Allied Waste North America, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Browning-Ferris Industries, LLC

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Republic Services, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Republic Services, Inc., based in Fort Lauderdale, Florida, is a
leading provider of solid waste collection, transfer and disposal
services in the United States.

Allied Waste Industries, Inc., based in Phoenix, Arizona is the
second largest provider of comprehensive waste management services
in the United States.


ROCK ENERGY: March 31 Balance Sheet Upside-Down by $3,542,830
-------------------------------------------------------------
Rock Energy Resources Inc.'s consolidated balance sheet at
March 31, 2008, showed $7,651,809 in total assets and $11,194,639
in total liabilities, resulting in a $3,542,830 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $341,590 in total current assets
available to pay $11,038,609 in total current liabilities.

The company reported a net loss of $1,308,718 on oil and gas
revenues of $81,946 for the first quarter ended March 31, 2008,
compared with a net loss of $1,625,486 on oil and gas revenues of
$385,460 in the same period last year.

The decrease in net loss is primarily attributable to lower
depletion expense due primarily to the company's two productive
wells in Garwood reaching full depletion based on year end proved
producing reserve estimates.   

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?2e9b

                        About Rock Energy

Based in Houston, Texas, Rock Energy Resources Inc. (OTC BB: RCKE)
-- http://www.rockenergypartners.com/-- is an independent oil and  
gas company.  The company is engaged in the exploration, drilling
and recovery of onshore natural gas and crude oil resources using
cutting-edge 3D technologies.  Rock Energy currently produces and
sells natural gas and crude oil from two locations: the Wilcox trend
in Colorado County, Texas and the Monterey Formation in Santa
Barbara County, California.  


SENTINEL MANAGEMENT: Plan Confirmation Hearing Set for August 12
----------------------------------------------------------------
The Hon. John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois approved on June 19, 2008, a
disclosure statement explaining a chapter 11 liquidation plan
jointly proposed by chapter 11 trustee, Fredrick J. Grede, on
behalf of Sentinel Management Group Inc., and the Official
Committee of Unsecured Creditors, John Blakeley of The Deal says.

The Court is set to confirm the joint liquidation plan on Aug. 12,
2008, The Deal relates.

                       Overview of the Plan

The Troubled Company Reporter said on May 29, 2008, that the Plan
contemplates the liquidation of the Debtor's property and
distribution of any recoveries to its creditors.  The Plan
provides for the transfer of all asset of the Debtor's into the
liquidation trust.  A liquidation trustee will be appointed to
implement and administer the Plan.

On the effective date, the liquidation trustee will maintain a
reserve for the payment of Bank of New York's disputed secured
claim.  Money will be set aside from the cash on hand equal to the
full amount stated on the proof of claim filed by BoNY on the
Plan's effective date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2bf2  

A full-text copy of the Chapter 11 Plan of Liquidation is
available for free at http://ResearchArchives.com/t/s?2bf3

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors.  DLA Piper US LLP represents as the
Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SOURCEGAS LLC: S&P Cuts Corporate Credit Rating to BB+ from BBB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on SourceGas LLC to 'BB+' from 'BBB-' and removed the
ratings from CreditWatch with negative implications.
     
At the same time, Standard & Poor's affirmed its 'BBB-' senior
unsecured debt rating on SourceGas' $325 million unsecured notes
due 2017, and assigned a '2' recovery rating to the issue,
indicating that lenders can expect substantial (70%-90%) recovery
in the event of a payment default.  The outlook is stable.
     
The downgrade reflects S&P's view that the acquisition of Arkansas
Western Gas Co. weakens the business profile of the consolidated
company at the margin without improving the company's financial
metrics.  In addition to its concerns that consolidated leverage
(including acquisition-related debt at SourceGas Holdings LLC)
will remain high at about 70%, the lack of cost-recovery
mechanisms related to weather and customer conservation outside
of Arkansas can result in significant cash flow variability year-
to-year, and currently high commodity costs may reduce liquidity
in the near term.  

Furthermore, S&P expect the AWG acquisition to be the first of
several acquisitions that SourceGas pursues, which may introduce
higher business risks.
     
Standard & Poor's had placed the ratings on CreditWatch on
Dec. 13, 2007 after the company announced it would acquire AWG, a
subsidiary of Southwestern Energy Co.  The CreditWatch placement
reflected uncertainties associated with the post-acquisition
capital structure and potential integration issues related to an
acquisition in a region not contiguous with its existing assets
that increases the company's customer base by about 55%.  The
$244 million acquisition is expected to close in July 2008 and
will be funded with a $103 million equity contribution from
SourceGas's sponsors, a new $125 million term loan, and additional
borrowings under its revolving credit facility.
     
The rating on Lakewood, Colorado-based SourceGas reflects the
company's excellent business risk profile and highly leveraged
financial risk profile.  The ratings are based on the consolidated
credit profile of SourceGas Holdings LLC (Holdings; unrated).  
Following the acquisition of AWG from Southwestern Energy,
regulated natural gas distribution and pipeline companies in
Arkansas, Colorado, Nebraska, Wyoming, and Hermosillo, Mexico
provide more than 90% of cash flows.  Modest additional earnings
are provided by SourceGas Energy Services, a gas marketing
subsidiary; a segment that sells, installs, and services natural
gas-burning appliances and other equipment; and a company that
owns gas storage fields, pipelines, and gas-purchase contracts.  

Holdings is jointly owned by a subsidiary of the General Electric
Co. (AAA/Stable/A-1+), and Alinda Investments (unrated), an
affiliate of institutional investment firm Alinda Capital Partners
LLC.
     
The stable outlook reflects our expectation that SourceGas will
pursue additional growth through acquisitions, with supplemental
equity contributions to maintain existing leverage levels.  S&P
could revise the outlook to negative if financial performance
stalls or deteriorates, which could result from debt-financed
equity distributions, integration problems with the AWG
acquisition, large acquisitions of higher-risk nonregulated
assets, or if ongoing rate increases are substantially below
current forecasts or impair timely cost recovery.  

Although less likely in the near term, the outlook could be
revised to positive if cost-recovery mechanisms for variations in
weather and customer conservation efforts are granted in
additional jurisdictions, resulting in increased stability of cash
flow, and consolidated cash flow and leverage metrics improve to
allow for adjusted FFO to total debt of at least 10% and adjusted
leverage below 60%.


STANDARD STEEL: Moody's Affirms B2 CFR and PDR; Outlook is Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family and
probability of default rating of Standard Steel, LLC.  The rating
outlook is stable.  The affirmation reflects the high proportion
of Standard Steel's 2008 production capacity output that is
covered under take-or-pay contracts and pending purchase orders
which should enable the company to generate credit metrics in line
with the current rating level.

Of note, the company's plant expansion, which was expected to
conclude in the fourth quarter of 2007, experienced delays that
slowed production ramp-up.  The delay in regaining near full
production will slow realization of leverage reductions originally
anticipated, though the impact on credit metric improvement will
not be of a magnitude material to the ratings or outlook.

The ratings consider the company's practice of selling forward
much of its manufacturing capacity, the highly consolidated
industry structure for suppliers of rail wheels and axles, the
company's ability to manufacture forged wheels, and the high cost
of constructing new capacity which acts as somewhat of an entry
barrier.

The ratings also incorporate Standard Steel's small size and
single plant profile, exposure to cyclical demand for rail car
parts, which is tied to the demand for rail car production, and
modest amount of external committed liquidity.

The stable outlook reflects an expectation of near term covenant
compliance and assumes no plant outages or material declines in
plant operating efficiencies from current levels will occur, and
that the portion of 2009 plant capacity not covered under take-or-
pay contracts will be largely covered under advance purchase
orders.

The company's first lien credit facility contains covenant ratio
level tests that step down over the next 2 years.  Due to the
delayed production ramp-up, headroom under the covenant test
ratios will likely be tight though should improve with each step-
down throughout 2008.

In addition to the affirmed B2 corporate family and probability of
default ratings, these ratings were affirmed, with loss given
default assessment rates changing as:

  -- $20 million first lien revolving credit facility due 2011 . .
     . to B2 LGD 3, 44% from B2 LGD 3, 45%

  -- $100 million first lien term loan due 2012 . . . to B2 LGD 3,
     44% from B2 LGD 3, 45%

  -- $20 million first lien delayed draw term loan due 2012 . . .
     to B2 LGD 3, 44% from B2 LGD 3, 45%

  -- $20 million second lien term loan due 2013 . . . to Caa1 LGD
     6, 92% from Caa1 LGD 6, 93%

Standard Steel, LLC, based in Burnham, PA, manufactures forged
wheels and axles used in freight and passenger rail cars and
locomotives.  The company had 2007 revenues of approximately
$170 million.


STRUCTURED FINANCE: Moody's Junks Rating of $50MM Notes
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
classes of notes issued by Structured Finance Advisors ABS CDO
III, Ltd., and left on review for possible further downgrade
rating of one of these classes of notes:

Class Description: $198,000,000 Class A Senior Secured Floating
Rate Notes Due 2032

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

Class Description: $50,000,000 Class B Senior Secured Floating
Rate Notes Due 2037

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

Structured Finance Advisors ABS CDO III, Ltd. is a collateralized
debt obligation backed primarily by a portfolio of structured
finance securities.  As reported by the Trustee on April 18, 2008
the transaction experienced an event of default as set forth in
Section 5.1(i) of the Indenture dated June 25, 2002.  That event
of default is continuing.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes.

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

The severity of losses may depend on the timing and choice of
remedy to be pursued following the default event.  Because of this
uncertainty, the rating assigned to the Class A Notes remains on
review for possible further action.


SUNCREST LLC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
SunCrest LLC delivered to the United States Bankruptcy Court for
the District of Utah its schedules of assets and liabilities
disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $44,471,476
   B. Personal Property              1,970,889
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $44,471,476
      Secured Claims
   E. Creditors Holding                                45,000
      Unsecured Priority
      Claims
   F. Creditors Holding                            52,070,891
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $46,442,365    $96,587,367

Headquartered in Draper, Utah, SunCrest LLC fdba Dae/Westbrook LLC
-- http://www.suncrest.com-- develops mountaintop community in    
Draper.  The company filed for Chapter 11 protection on April 11,
2008 (Bankr. D. Utah Case No.08-22302).  Joel T. Marker, Esq., at
McKay Burton & Thurman, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 19 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors.  David
E. Leta, Esq., and Engels Tejeda, Esq., at Snell & Wilmer in Salt
Lake City, Utah, represent the Committee in this case.


TELCORDIA TECHNOLOGIES: S&P Revises Outlook to Stable from Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Piscataway, New Jersey-based telecommunications software and
service provider Telcordia Technologies, Inc. to stable from
negative.  All ratings, including the 'B' corporate credit rating,
are affirmed.
     
"The change in outlook reflects some stabilization of Telcordia's
financial performance over the past few quarters and our
expectations for continued stable performance over the next year,"
said Standard & Poor's credit analyst Naveen Sarma.  In
particular, revenues for the 12 months ending April 30, 2008, grew
1% from the previous year, a significant improvement from fiscal
years 2007 and 2006, which were down 8% and 11%, respectively.  
While the weak secular trends that significantly have affected
Telcordia's operations have only somewhat abated, steps taken by
the company to reduce its cost structure and expand its revenues
outside of its traditional regional Bell operating company
customer base appear to have evened out--for the near term--the
company's financial performance.
     
The ratings on Telcordia reflect its vulnerable business profile,
with a narrow and very mature legacy wireline target market that
is characterized by weak secular trends, significant customer
concentration; volatile cash flow generation; and a highly
leveraged financial profile with limited prospects for
improvement.  Somewhat tempering this are the strong
predictability of the company's revenue stream, as a sizable
percentage of revenues are recurring in nature; significant
barriers to entry because of very high customer switching costs to
other solutions; and the company's leading technology position
with a significant patent and intellectual property portfolio.  


TOUSA INC: Objects to Cove Isle's Request for Bar Date Extension
----------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates inform the U.S. Bankruptcy
Court for the Southern District of Florida that Cove Isle
Community Association Inc.'s request for an extension of the Bar
Date will defeat the purpose of the Bar Date Order.

As reported in the Troubled Company Reporter on March 26, 2008,
The Court granted a request by TOUSA Inc. and its debtor-
affiliates to establish May 19, 2008, at 5:00 p.m., as the last
date and time parties-in-interest can file proofs of claim against
them.

Paul Steven Singerman, Esq., at Berger Singerman P.A., in Miami,
Florida, asserted that it would also result in significant
prejudice to the Debtors other parties-in-interest.

Cove Isle has a timely filed proof of claim.  The Debtors do not
dispute that Cove Isle is free to amend its timely filed claim at
any time within the applicable rules and law.  

According to Mr. Singerman, Cove Isle has alternative remedies
less extreme than the relief it has requested.

   -- To the extent Cove Isle has claims against TOUSA Homes Inc.,
      that are not part of its Claim, the Court may be called upon
      at a later date to determine if the Motion sufficiently
      preserves Cove Isle's ability to timely assert those claims.  

   -- Cove Isle has the right to amend its Claim after the Bar
      Date, provided the the Debtors must be afforded the ability
      to object to the new claims on all available bases,
      including timeliness.

In separate filings, Citicorp North America Inc., as
administrative agent; Wells Fargo Bank N.A., as successor
administrative agent pursuant to a Second Lien Credit Agreement,
dated July 31, 2007; and the Official Committee of Unsecured
Creditors join in the Debtors' objection to Cove Isle's request.

Additionally, Judge John K. Olson has deemed Ready Mixed Concrete
Company's claim as timely filed.  Nothing in the order will be
construed as a waiver of the Debtors' right to object to Ready
Mixed's claim on any ground other than timeliness.

                     About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Wants John Boken as CEO and Pres., KZC Service Expanded
------------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek authority from the  U.S.
Bankruptcy Court for the Southern District of Florida to expand
the scope of the Services Agreement with KZC Services LLC, and
John R. Boken, effective June 23, 2008, to provide for Mr. Boken's
service as their chief executive officer and president.

As reported in the Troubled Company Reporter on Feb. 13, 2008,
the Debtors sought permission to employ Mr. Boken as its chief
restructuring officer and the KZC to assign an associate directors
of restructuring to perform other related services.

KZC and Mr. Boken, under the Services Agreement, will be
authorized to make decisions with respect to all aspects of the
management and operation of the Debtors' businesses, including
organization and human resources, marketing and sales, logistics,
finance and administration, and other areas that Mr. Boken may
identify as applicable.

The Debtor's board of directors has determined that it would be
appropriate for Mr. Boken to become the CEO and president of
TOUSA.

Over the last several weeks, Antonio B. Mon, the Debtors' CEO and
president, and TOUSA Inc.'s board of directors have engaged in
discussions concerning Mr. Mon's continued role with the Debtors.  

As a result of those discussions, the board and Mr. Mon have
entered into an agreement pursuant to which Mr. Mon will remain
executive vice-chairman of the board, but he will step down from
his other positions with the Debtors on June 23, 2008.  

The Debtors believe it is appropriate to have someone familiar
with the restructuring process to be directly responsible for
leading their reorganization efforts and advising the board.

Mr. Boken's new assignment will be in connection with Mr. Mon's
transition from CEO and president.

                          About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRANSMERIDIAN EXPLORATION: Sells Shares to UEG for $215 Million
---------------------------------------------------------------
Transmeridian Exploration Inc. and United Energy Group Limited
entered into an Investment Agreement in which UEG will acquire at
least 90% of the outstanding shares of (i) 15% senior redeemable
convertible preferred stock and (ii) 20% junior redeemable
convertible preferred stock of Transmeridian and pursuant to which
UEG will make a cash infusion of $215 million to fund
Transmeridian's ongoing capital expenditure program and working
capital requirements.

UEG will receive shares of new preferred stock and warrants to
purchase common stock, representing approximately 60% of the
capital stock of Transmeridian on an as-converted, fully diluted
basis in exchange for the Preferred Stock it acquires and the cash
infusion.  The transaction is subject to the approval of UEG's and
Transmeridian's shareholders, regulatory approval and other terms
and conditions contained in the Investment Agreement.

"We are very pleased to invest in a company with such attractive
assets as Transmeridian," United Energy's Chairman and Executive
Director, Hongwei Zhang stated.  "This transaction will further
strengthen United Energy's portfolio and demonstrate our
commitment to establishing a global footprint of E&P assets."

"We are delighted to have United Energy as a new investor, and we
are looking forward to the new opportunities Transmeridian will be
able to pursue with this strengthened financial position,"
Transmeridian's CEO, Lorrie T. Olivier, stated.

                     Terms of the Transaction

UEG has reached agreement with certain significant holders of
Preferred Stock to acquire approximately 70% of the outstanding
shares of senior preferred stock and 72% of the outstanding shares
of junior preferred stock.  Under the Purchase Agreements, UEG has
agreed with a significant holder to exchange its holdings of
senior preferred stock for convertible bonds of UEG and with
certain other holders to purchase shares for cash or UEG
convertible bonds.  Additionally, under the Purchase Agreements,
UEG will purchase the shares of junior preferred stock from such
significant holders for cash or, at the election of such holders,
a combination of cash and shares of common stock of Transmeridian.

UEG will commence a tender offer to acquire the remaining shares
of Preferred Stock not subject to the Purchase Agreements.  The
tender offer has a minimum 90% acceptance threshold that includes
the shares subject to the Purchase Agreements.  In addition,
Transmeridian currently intends to conduct an exchange offer
through its subsidiary in which the current 12% senior notes would
be exchanged for cash and new notes and consents would be
solicited to amend the terms of the Senior Notes.  The exchange
offer will also have a minimum 90% acceptance threshold.  If
Transmeridian conducts an exchange offer, UEG intends to close the
tender offer and the exchange offer simultaneously and has made
the closing of each offer conditional on the success of the other.  
Upon completion of the transaction, Transmeridian intends to
redeem any shares of Preferred Stock not subject to the Purchase
Agreements or tendered into the tender offer at the same price per
share paid in the tender offer.

Following the closing of the two offers, Transmeridian will issue
to UEG shares of a new series of preferred stock of Transmeridian
and warrants to purchase shares of Transmeridian common stock in
exchange for the shares of Preferred Stock acquired pursuant to
the tender offer and the Purchase Agreements and an additional
amount in cash.  The shares of New Preferred Stock and common
stock underlying the Warrants will represent approximately 60% of
the outstanding capital stock of Transmeridian on an as-converted,
fully diluted basis.

As a result of the transaction, UEG would be entitled to appoint
up to four directors of Transmeridian.

Upon completion of the transaction, Transmeridian will cause the
issuer of the Senior Notes to offer to repurchase any Senior Notes
not exchanged in the exchange offer in accordance with their
terms.  UEG would be entitled to receive additional shares of New
Preferred Stock to the extent that it funds the repurchases and,
additionally, UEG may elect to exchange any Senior Notes it owns
on the closing date of the transaction for additional shares of
New Preferred Stock, up to a maximum total number of 580,000
shares of New Preferred Stock.

                             Advisors

Citigroup Global Markets Inc. is acting as exclusive financial
advisor to United Energy.  Shearman & Sterling LLP is acting as
legal counsel to United Energy in relation to U.S. law and
Slaughter and May is acting as legal counsel to United Energy in
relation to Hong Kong law.  Jeffries & Co. is advising the special
committee of Transmeridian's board of directors.  Akin Gump
Strauss Hauer & Feld LLP is acting as legal counsel to
Transmeridian.

                            About UEG

United Energy Group Ltd. is an investment holding company
principally investing in the oil and gas business and primarily
targets investments in oil and gas fields globally with proved or
probable reserves and significant upside reserve potential.  
United Energy holds certain participating interests in an oilfield
project in Bohai Bay Basin in the People's Republic of China and
it is focused on expanding its portfolio to include E&P
opportunities in Asia Pacific, Africa, Latin America and other
parts of the world.

                   About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/ -- is an independent energy company    
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at March
31, 2008, showed $402.2 million in total assets, $341.2 million in
total liabilities, and $92.5 million in redeemable convertible
preferred stock, resulting in a $31.5 million total stockholders'
deficit.

                        Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's negative working capital, stockholders' deficit, and
operating losses since its inception.

The company had a net working capital deficit of approximately
$56.2 million and a stockholders' deficit of approximately
$31.5 million at March 31, 2008.  Approximately 89.0% of the
company's accounts payable at March 31, 2008, have been
outstanding more than 120 days.


TREE TOP: Posts $1,242,438 Net Loss in 2008 First Quarter
---------------------------------------------------------
Tree Top Industries Inc. reported a net loss of $1,242,438 for the
first quarter ended March 31, 2008, compared with net income of
$31,002 in the corresponding period in 2007.

The company had zero revenue in the first three months of 2008
compared to revenue of $120,000 in the same period of 2007.  The
decrease in revenue is due to a change in the business direction
of the company from providing occasional business consulting  
services to becoming a software development company for which no
revenue has yet been generated.

Operating expenses increased from $87,485 in 2007 to $1,240,363 in
2008, primarily due to an increase in stock based compensation  
expense to officers, directors and a shareholder aggregating
$923,963 in 2008, and the ramp up of the company's software  
development business and associated general and administrative  
expenses.  

At March 31, 2008, the company's consolidated balance sheet showed
$1,856,386 in total assets, $953,175 in total liabilities, and
$903,211 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $741,001 in total current assets
available to pay $953,175 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?2e97

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about Tree Top Industries Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm reported that the company has
suffered recurring losses from operations and is dependent of
financing to continue operations.

                          About Tree Top

Headquartered in West Hollywood, Calif., Tree Top Industries Inc.
(OTC BB: TTII) provides content delivery network technology for
the telecommunications industry.  The company engages in the
installation and operation of its network for data transmission
over the Internet.  It provides NetThruster.com, a content
delivery network for distribution of video, music, games, and
downloads over the Internet.  Tree Top Industries also offers
NetThruster.com Streaming Media that provides on-demand and live
streaming to customers worldwide for various formats, including
Windows Media, Flash Video, QuickTime, Real, and MP3 audio.  

Its technology is designed to deliver content for media companies
or content providers, including businesses operating in the
television, music, radio, newspaper, magazine, movie, videogame,
and software industries.


TRIAXX FUNDING: Moody's Cuts Rating on $149MM Note to Caa2
----------------------------------------------------------
Moody's Investors Service has downgraded these mezzanine term
notes issued by Triaxx Funding High Grade I, Ltd.:

(1) $80,000,000 Class B-1 Mezzanine Floating Rate Notes Due
    2047

  -- Prior Rating: Ba1, on review with direction uncertain
  -- Current Rating: B1, on review for downgrade

(2) $41,000,000 Class B-2 Mezzanine Floating Rate Notes Due 2047

  -- Prior Rating: Ba2, on review with direction uncertain
  -- Current Rating: B2, on review for downgrade

(3)  $149,375,000 Class C Mezzanine Floating Rate Deferrable
     Interest Notes Due 2047

  -- Prior Rating: Caa1, on review with direction uncertain
  -- Current Rating: Caa2, on review for downgrade

(4) $8,000,000 Class D Mezzanine Floating Rate Deferrable Interest
    Notes Due 2047

  -- Prior Rating: Caa2, on review with direction uncertain
  -- Current Rating: Ca

Triaxx Funding High Grade I, Ltd. is a Structured Investment
Vehicle (SIV) - Lite managed by ICP Asset Management LLC.

Moody's rating actions reflect the increased deterioration in the
market value of the portfolio, which consists of prime RMBS with a
preponderance of Alt A mortgages.  The rating actions also reflect
the decreased likelihood of a potential restructuring of the
transaction.


TRIBUNE CO: Scott Smith Retires as Tribune Publishing President
---------------------------------------------------------------
Scott C. Smith will retire as President of Tribune Publishing and
Publisher of Chicago Tribune Company.  Mr. Smith will remain with
the company for a period of time to assist with transition
matters.

According to the company's Web site, Mr. Smith became president of
Tribune Publishing in January 2005.  He oversees the company's
metropolitan newspapers as well as related publishing and
interactive businesses which together reach over 15 million people
every week and generate more than $4 billion in annual revenue.

Previously, Mr. Smith was president, publisher and chief executive
officer of Chicago Tribune Company, the Midwest's daily newspaper
and its related developing businesses.  During his tenure, which
began in 1997, the Chicago Tribune celebrated its 150th
anniversary, achieved record financial results and won five
Pulitzer Prizes for journalistic excellence.

Mr. Smith has been a Tribune executive for 25 years.  From 1993 to
1997, he was president, publisher and chief operating officer of
the South Florida Sun-Sentinel, Fort Lauderdale, Florida.  He
served from 1991 to 1993 as Tribune senior vice president for
development; from 1985 to 1991 as Tribune's chief financial
officer; and held a series of corporate finance positions from
1977 to 1985.

A native of the Chicago area, born Sept. 13, 1950, Mr. Smith holds
a bachelor's degree from Yale University and a master's degree
from Northwestern University's Kellogg School of Management.  He
started his career with the Northern Trust Company in Chicago.

Mr. Smith serves as a director of the Newspaper Association of
America, chairing the public policy committee.  His civic board
memberships include the McCormick Tribune Foundation, Chicago
Public Education Fund, Northwestern Memorial Healthcare, Chicago
Symphony Orchestra and National-Louis University.

                     About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating              
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Tribune Company's balance sheet at March 30, 2008, showed total
assets of $12.9 billion and total liabilities of $14.6 billion
resulting in a total shareholders' deficit of about $1.7 billion.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


TRIBUNE CO: To Remodel Major Dailies, Starts with Orlando Sentinel
------------------------------------------------------------------
Tribune Co.'s The Orlando Sentinel has a new layout featuring more
graphics, quick-read digests of top news, blog summaries and other
changes aimed at making the newspaper more appealing to readers,
The Wall Street Journal reports.

According to WSJ, the Orlando represents chief executive officer
Sam Zell's effort to reinvent Tribune Co., owner of a chain of
television stations and newspapers, including the Sentinel, the
Chicago Tribune and the Los Angeles Times.  

WSJ says that the paper's redesigning will take place until
September of this year.  Scaled-back page counts and further
paring of employees will result from the revamp, WSJ adds.

WSJ indicates that like other newspaper makeovers, the remodeled
Sentinel reflects a new industry reality: to avoid looking dowdy
to readers used to the pizzazz and immediacy of the Web,
newspapers must be eye-catching and full of alluring and
indispensable stories.

WSJ, citing Sentinel Editor Charlotte Hall, says that the paper is  
changing and growing with the community that's moving fast and
very modern.

WSJ notes that The Sentinel, Florida's third-largest newspaper by
weekday circulation, has seen circulation decline 0.77% in the
last two years to 227,593.  

The Orlando will be a petri dish as eight of Tribune's major
dailies plan their redesigns, WSJ relates.  The South Florida Sun-
Sentinel and the Baltimore Sun will be next in line.  

WSJ, citing an internal memo, says that The Chicago Tribune has
formed teams to oversee its planned  September revamp and will use
its Saturday editions to test new ideas.  

The Orlando advertisers are excited about the redesign, WSJ says,
and Howard Greenberg, publisher of the Sentinel and the South
Florida Sun-Sentinel is hopeful the makeover can help reverse
sliding ad revenue caused by the declining Florida housing market.

WSJ quotes Mr. Greenberg as saying: "If we could get everyone
reading the paper one more day a week, this will be a financial
home run for us."

                 About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating              
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


TRM CORP: Inks Master Services Agreement with eFunds Corp.
----------------------------------------------------------
In connection with its acquisition of the eFunds ATM business in
November 2004, TRM Corp. entered into a Master Services Agreement,
dated Sept. 20, 2004, between eFunds Corporation and TRM ATM
Corporation.

In December 2007, TRM Corp. entered into a Settlement Term Sheet
to settle outstanding disputes and terminate the MSA.

Effective April 1, 2008, TRM and eFunds entered into a Processing
Services Agreement to finalize the settlement in the Term Sheet.  
In addition to the terms in the Term Sheet, the PSA required TRM
to pay eFunds $288,000 in nine monthly payments of $32,000,
commencing April 2008.  The PSA also provides that eFunds will
continue to provide processing services (computer data processing
services) until the termination of the PSA (March 31, 2012 with
automatic successive two year renewal periods).

TRM has agreed to pay eFunds $0.0300 per transaction processed and
has agreed to use its best commercial efforts to achieve a dollar
value of processing services of at least $1,000,000 for each of
the four years during the term.  For each month during the four
year term, the Volume Amount may be adjusted downward in
proportion to any decrease in volume based on a six-month rolling
average.

TRM has also agreed that if eFunds maintains processing services
in accordance with the service levels in the MSA, TRM will not
move any of its ATMs to another processor.

Headquartered in Portland, Ore., TRM Corporation (OTC: TRMM)
-- http://www.trm.com/-- is a consumer services company that   
provides convenience ATM services in high-traffic consumer
environments.  TRM operates the second largest non-bank ATM
network in the United States.

                        Going Concern Doubt

McGladrey & Pullen LLP, in Blue Bell, Pa., expressed substantial
doubt about TRM Corp.'s ability to continue as a going concern
after auditing the company's considated financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
incurred net losses in 2006 and 2007 of approximately
$120.0 million and $8.0 million, respectively.  

The auditing firm added that it is uncertain if 2008 operations
will generate sufficient cash to enable the company to comply with
the covenants of the company's loan agreements and to pay its
obligations on an ongoing basis.  In addition, the auditing firm
said that a default under the company's financing agreement with
GSO Origination Funding Partners LP may render the debt callable
and trigger the cross-default provision in TRM Inventory Funding
Trust's Loan and Servicing Agreement.

After borrowing $11.0 million under the Lampe Loan Facility in
April 2008 and the repayment of the remaining balance with GSO,
the company has eliminated its position of default that could have
triggered additional cross defaults raising questions about its
ability to continue as a going concern.


TRONOX INC: S&P Chips Corporate Credit Rating to 'B' from 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and other ratings on Tronox Inc. by one notch.  S&P lowered the
corporate credit rating to 'B' from 'B+'.  The outlook is
negative.  As of March 31, 2008, Tronox had approximately
$800 million in debt.
      
"The downgrade reflects our expectation for a continuation of
challenging operating conditions for titanium dioxide [TiO2]
producers into 2009, including a weak U.S. housing end-market, and
high input and energy costs," said Standard & Poor's credit
analyst Paul Kurias.  These factors have contributed to weaker
earnings, cash flows, and credit quality measures, relative to
S&P's expectations at the previous rating.  S&P are concerned that
the ongoing weakness in markets and cost pressures could weaken
liquidity and reduce cushions available under financial covenants
especially if Tronox is unable to achieve its planned debt
reduction in 2008.
     
S&P expect that management actions will only partly offset the
negative impact of the unfavorable operating environment.  
Management is implementing a restructuring program to reduce
costs, plans several TiO2 price increases in the second quarter of
2008, and will suspend the equity dividend, all of which S&P
expect will have a favorable impact on earnings and cash flow
available to service debt.  Despite these actions, S&P expect
operating difficulties to result in funds from operations to total
debt remaining at 10% or below over the next two years, which is
lower than its expectations of about 15% over a cycle, at the
previous ratings.
     
The ratings on Oklahoma City, Oklahoma-based Tronox reflect the
company's limited business diversity, exposure to cyclical end-
markets and commodity product cycles, and a highly leveraged
financial profile that includes significant environmental
liabilities.  Mitigating factors include Tronox's good geographic
diversity, favorable market positions in the TiO2 markets, and
access to proprietary process technologies.  With about
$1.4 billion in annual sales, Tronox is the third-largest global
producer of TiO2, behind industry leader E.I. DuPont de Nemours &
Co. and Millennium Inorganic Chemicals.
     
S&P could lower the ratings if weakening economic conditions lead
to a substantial reduction in earnings, or cash flow, or a
meaningful increase in adjusted debt over the current level of
$800 million.  This includes a decline in adjusted 12-month EBITDA
to a level below $100 million, or the prospect of negative free
cash flow generation on a sustained basis.  S&P will also lower
ratings if the earnings cushion under the company's total leverage
and interest coverage covenants declines to low- to mid-single-
digit million dollar levels in 2008.  Alternatively, S&P could
revise the outlook to stable if management proactively, as it has
done in the past, seeks covenant relief, or amends the capital
structure to eliminate constraints on liquidity during the
cyclical downturn.


TUPPERWARE BRANDS: S&P Puts 'BB' Rating Under Positive CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'BB' rating on
Orlando, Florida-based Tupperware Brands Corp. on CreditWatch with
positive implications.  S&P could affirm or raise the rating
following the resolution of the CreditWatch listing.  As of
March 31, 2008, Tupperware had about $644 million of reported
debt.
     
"The CreditWatch placement follows the company's improved
operating performance over recent quarters, its ongoing debt-
reduction efforts, and our expectations for strengthened credit
measures that should remain stronger than medians for the rating,"
said Standard & Poor's credit analyst Christopher Johnson.  For
first-quarter 2008, revenues increased about 19% over the previous
year, as a result of strong emerging market sales growth,
improving growth in North America, and the ongoing expansion of
beauty products.
     
"Standard & Poor's will review the company's financial and
operating performance to resolve the CreditWatch listing," he
continued.


U.S. ENERGY: Wants Exclusive Plan Filing Period Moved to Sept. 8
----------------------------------------------------------------
U.S. Energy Systems Inc. and its debtor-affiliates ask the Hon.
Robert D. Drain of the United States Bankruptcy Court for the
Southern District of New York to extend their exclusive periods
to:

   a) file a Chapter 11 plan until Sept. 8, 2008, and

   b) solicit acceptances of that plan until Nov. 7, 2008.

A hearing is for July 2, 2008, to consider the Debtors' extension
request.  Objections, if any, are due June 27, 2008.

The Debtors tell the Court that the requested extension of
time will allow them to bring restructuring negotiations to a
conclusion and, eventually, propose and file a confirmable Chapter
11 plans for each of the Debtors.  During that period, the Debtor
will file a request before the Court for approval of a proposed
bidding procedures for the sale of the outstanding common stock of
Debtors' affiliates, U.S. Energy Biogas Corp., to:

   i) resolve all of Biogas' secured debt,

  ii) discharge an entire tranche of secured debt owed by U.S.
      Energy Overseas Investment LLC, a debtor affiliate, and

iii) provide U.S Energy Systems with sufficient fund to pay the
      administrative expenses associated with confirmation of a
      Chapter 11 plan.

The Debtors say that they have made substantial progress in their
Chapter 11 cases  They have resolved their corporate governance
disputes, established a bar dates in their cases and timely
fulfilled statutory requirements attendant to the commencement of
their cases.

The Debtors' initial exclusive period to file a Chapter 11 plan
will expire on July 8, 2008.

                       About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.

The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D.N.Y. Case No. 08-10054).  There are 34 affiliates who filed
for separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc. serves as the company's
financial advisor.  The Debtor also selected Epiq Bankruptcy
Solutions LLC as noticing, claims and balloting agent.

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.


VERTICAL ABS CDO: Moody's Junks Eight Classes of Notes
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
classes of notes issued by Vertical ABS CDO 2007-1, Ltd.  The
notes affected by the rating actions are:

Class Description: $42,000,000 Class X Senior Secured Fixed Rate
Notes Due 2013

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

Class Description: $873,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: B1, on review with future direction uncertain
  -- Current Rating: C

Class Description: $229,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $157,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $57,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Class Description: $70,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $32,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $22,000,000 Class C Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Vertical ABS CDO 2007-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities.  The transaction experienced an event of default under
Section 5.1(h) of the Indenture dated as of April 10, 2007.

As provided in Article V of the Indenture, during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

In this regard, the majority of the Controlling Class directed the
Trustee to accelerate the Secured Notes and elected to proceed
with the disposition of the Collateral in accordance with the
Indenture.  The Trustee notified Moody's that it disposed of or
terminated all of the Collateral and made a final distribution and
applied the proceeds of the liquidation in accordance with
applicable provisions of the Indenture.

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


VIRGIN AMERICA: Mulls 10% Capacity Cut in Fourth Quarter 2008
-------------------------------------------------------------
Virgin America said it will add flights on select high-demand
routes, while reducing capacity on off-peak flights this fall, to
adjust for seasonal consumer demand for air travel amid high fuel
prices.  The carrier will add select flights on new and high
demand routes.  Other than targeted cuts to off-peak flying, the
carrier's business model remains the same with no changes to fleet
or growth plans, planned new routes or cities, or cuts to its
still growing workforce.

"These temporary schedule reductions and strategic additions
better reflect the industry landscape we anticipate, given that
consumer demand for air travel will be affected by seasonality
and, potentially, by higher gas prices in the fall," said Virgin
America President and CEO David Cush.  "As a small, growing
carrier, we can trim schedules from less profitable, off-peak
flights and add limited capacity on high-demand routes.  These are
smart business changes that allow us to continue to offer the
high-value service we are known for and support our plans to
expand into new markets and add new routes."

System-wide, Virgin America plans to trim mid-week flights during
off-peak periods.  As a result, the carrier will fly at 10% less
capacity in the fourth quarter than its previously projected
fourth quarter capacity.  At the same time, the carrier will add
flights and frequencies in high-demand markets and continue to
grow into new markets.  Its year-over-year growth percentage will
still be a net positive of 88%.

Virgin America will add daily frequencies on its SFO-LAS route on
high-demand travel days.  On September 4, Virgin America will
launch daily non-stop flights between New York's John F. Kennedy
and Las Vegas McCarran International Airports.  Recently, Virgin
America also announced its hopes to launch multiple flights a day
from both San Francisco International Airport and Los Angeles
International Airport to Chicago O'Hare International Airport
later this year, pending government approval.

"We have a strong business model and financing, the most fuel
efficient fleet in the U.S., and an upscale, competitively-priced
service that has been embraced by the traveling public," added Mr.
Cush.  "We are in this for the long-haul, and these targeted
adjustments will allow us to grow and remain well-positioned and
competitive."

           Virgin America Responds To Rising Fuel Costs

On June 11, 2008, Virgin America issued a response to the
unprecedented rise of oil prices and volatility in the energy
sector.  It announced fuel surcharges in all of its markets,
effective immediately.

"The volatility in the worldwide oil market has made it
increasingly difficult for carriers like us to accurately or
fairly factor fuel costs into ticket prices," said Virgin
America's Vice President of Planning and Sales, Diana Walke.
"Similar to standard practices in markets around the world, our
aim with these fuel surcharges is to reflect this volatility,
regardless of whether fuel prices go higher or lower."

Virgin America is introducing fuel surcharges to its existing fare
structure, effective immediately:

    * $10 in short-haul markets: San Francisco to Los Angeles,
      SFO to San Diego, SFO to Las Vegas, SFO to Seattle, LAX to
      SEA, SAN to SEA (connecting) and LAS to SEA (connecting).

    * $25 in all long-haul markets: SFO to New York, SFO to
      Washington, LAX to JFK, LAX to IAD, JFK to SEA
      (connecting), SEA-IAD (connecting), LAS-IAD (connecting),
      SAN to IAD (connecting), JFK to SAN (connecting) and JFK
      to LAS (connecting).

At current oil prices, the average fuel cost of transporting a
passenger round-trip on a Virgin America short-haul flight from
San Francisco to Los Angeles is over $70.  The same average cost
on a Virgin America long-haul flight from San Francisco to New
York is currently well over $300, which is $100 more than the cost
in January 2008, and $130 more than the cost in July 2007.

"Even with one of the most fuel efficient fleets in the U.S.,
Virgin America is not immune to the unpredictability of the oil
market.  Consequently, we are diligently looking at all areas of
our operation to help maintain our competitive fares and
innovative, high-value service, while creating an internal
structure that addresses fluctuating fuel costs," added Mr. Walke.

                       About Virgin America

Launched in August 2007, Virgin America --
http://www.virginamerica.com/-- is a California-based airline.   
Virgin America's base of operations is San Francisco International
Airport's International Terminal.  The airline's new Airbus A320-
family aircraft offer guests interactive in-flight entertainment
systems, power outlets for laptops and other electronic devices
and a host of other innovative features aimed at making flying
good again.  In Zagat's 2007 Global Airlines Survey of frequent
fliers, the airline was ranked #1 among U.S. carriers for quality
in First/Business Class and #2 for quality in Main Cabin.

Launched in August 2007, Virgin America is has more than $400
million of investor capital.  Virgin America currently flies to
seven cities with numerous daily flights: San Francisco to Los
Angeles, New York, San Diego, Washington, Las Vegas, and Seattle.

Virgin America is a U.S. controlled and operated airline with no
business relationship to Virgin Atlantic.  Sir Richard Branson's
Virgin Group is a minority share investor in the airline.


VISIONARY IMAGING: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Visionary Imaging LLC
                152 Lemay Ferry Road
                Ste. 201
                Saint Louis, MO 63125

Case Number: 08-44581

Type of Business: The Debtor provides radiology departments and
                  hospitals with high quality radiology services.

Involuntary Petition Date: June 23, 2008

Court: Eastern District of Missouri (St. Louis)

Petitioner's Counsel: David A. Warfield, Esq.
                      Email: david.warfield@huschblackwell.com
                      Husch Blackwell Sanders LLP
                      720 Olive St., Ste. 2400
                      St. Louis, MO 63101
                      Tel: (314) 345-6451
                      Fax: (314) 345-6060
                      http://huschblackwell.com/
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Barton & Associates, Inc.      Judgment for breach  $1,219,353
100 Cummings Ctr., Ste. 213G   of contract
Beverly, MA 01915

Millenia Physician Placement,  Judgment for breach  $277,337
LLC                            of contract
c/o David B. Wheeler
Moore & VanAllen
40 Calhoun St., Ste. 300
Charleston, SC 29401-3531

Daniel & Yeager, Inc.          Judgment for breach  $202,898
6767 Old Madison Pike,         of contract
Ste. 690
Huntsville, AL 35805

Cox-Monett Hospital, Inc.      Claim on promissory  $151,489
801 Lincoln Ave.               note
Monett, MO 56708

Whitaker Medical               Claim arising out of $83,401
1200 Enclave Pkwy., Ste. 200   breach of contract   
Houston, TX 77077


WACHOVIA CORP: Hires Goldman Sachs to Review Mortgage Portfolios
----------------------------------------------------------------
Wachovia Corp. has hired investment bank Goldman Sachs Group Inc.
to study its troubled portfolios of mortgages, The Wall Street
Journal reports.

According to WSJ, the bank's engagement of Goldman means that it
is likely weighing the market value of those loans in order to
eventually sell them.

WSJ, citing market observers, says that the final price could mean
losses for Wachovia which prompted the bank to actually sell the
loans.  The sale of the portfolios could also have implications
for whether Wachovia itself might be acquired, WSJ adds.

WSJ, quotes a spokesman for Wachovia as saying: "Goldman Sachs is
performing analytics on our loan portfolio to evaluate various
alternatives."

Analysts say Wachovia has hired Goldman to find out how much those
Pick-a-Pay loans, or even the entire Golden West operation, will
fetch on the secondary market, WSJ notes.

                   About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified   
financial services companies, with assets of $808.9 billion and
market capitalization of $53.8 billion at March 31, 2008.  

Wachovia provides a broad range of retail banking and brokerage,
asset and wealth management, and corporate and investment banking
products and services to customers through 3,300 retail financial
centers in 21 states from Connecticut to Florida and west to Texas
and California, and nationwide retail brokerage, mortgage lending
and auto finance businesses.  Clients are served in selected
corporate and institutional sectors and through more than 40
international offices.  Its retail brokerage operations under the
Wachovia Securities brand name manage more than $1.1 trillion in
client assets through 18,600 registered representatives in 1,500
offices nationwide.  Online banking is available at wachovia.com;
online brokerage products and services at wachoviasec.com; and
investment products and services at evergreeninvestments.com.

                         *     *     *

As reported by the Troubled Company Reporter on April 14, 2008,
The Walls Street Journal noted that Wachovia's need for additional
capital came two months after it raised $3.5 billion through a
preferred-stock sale.  According to the report, Wachovia's trouble
stemmed from its $25 billion purchase of Golden West Financial
Corp. nearly two years ago.  Golden West's loans -- the vast
majority of which are adjustable-rate mortgages loans -- were
concentrated in California, one of the hardest-hit housing markets
in the U.S.  Wachovia announced that it lost $350 million in the
first quarter due to $2 billion in asset write-downs and $2.1
billion in new provisions against credit losses.  Earnings in the
same period last year was $2.3 billion.


WEIGHT WATCHERS: March 29 Balance Sheet Upside-Down by $893.9MM
---------------------------------------------------------------
Weight Watchers International Inc.'s consolidated balance sheet at
March 29, 2008, showed $1.1 billion in total assets and
$2.0 billion in total liabilities, resulting in an approximately
$893.9 million total stockholders' deficit.

At March 29, 2008, the company's consolidated balance sheet also
showed strained liquidity with $217.0 million in total current
assets available to pay $468.7 million in total current
liabilities.

The company reported net income of $57.4 million for the first
quarter ended March 29, 2008, compared with net income of
$53.8 million in the prior year period ended March 31, 2007, which
included a $3.0 million non-recurring expense associated with the
early extinguishment of debt.

For the first quarter of 2008, net revenues increased
$37.6 million, or 9.4%, to $437.0 million, up from $399.4 million
in the first quarter of 2007.  The increase in revenues was driven
by a $20.6 million increase in meeting fees, a $4.8 million
increase in product sales, a $9.9 million increase in Internet
revenues and a $2.7 million increase in licensing revenues,
partially offset by a $400,000 decrease in other revenues.  

Net revenues include $14.2 million, or 3.6%, of benefit from
favorable foreign currency exchange rates.

Commenting on results, David Kirchhoff, president and chief
executive officer of the company, said, "During the first quarter,
we continued to deliver solid financial performance despite an
uncertain consumer environment.  I am particularly pleased with
the performance of WeightWatchers.com, which grew its active
subscriber base by 30 percent and is on a strong trajectory to
deliver 2008 revenue and profitability at or above any of our
international meetings businesses."

                          Balance Sheet

Comparing the company's balance sheet at March 29, 2008, with that
at Dec. 29, 2007, the company's cash balance increased by
$19.5 million.  Working capital deficit at March 29, 2008, was
$251.7 million, including $59.4 million of cash, as compared to
$172.1 million at Dec. 29, 2007, including $39.8 million of cash.
Excluding the change in cash, the working capital deficit
increased by $99.1 million during the first quarter of fiscal
2008.

Of the $99.1 million increase in negative working capital,
approximately $35.9 million related to operational items and
$64.1 million represented increases in the current portion of the
company's long-term debt and in the company's derivative payable
due to changes in the interest rate yield curve.  

                          Long-Term Debt

As of March 29, 2008, the company's credit facility consisted of
Term Loan A, Additional Term Loan A, Term Loan B, and a revolving
credit facility, or the Revolver, collectively, the WWI Credit
Facility.  At March 29, 2008, the company had debt of $1.6 billion
and had additional availability under its $500.0 million Revolver
of $436.4 million.

At March 29, 2008, and Dec. 29, 2007, the company's debt consisted
entirely of variable-rate instruments.  The average interest rate
on its debt was approximately 5.8% and 6.5% per annum at March 29,
2008, and Dec. 29, 2007, respectively.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 29, 2008, are available for
free at http://researcharchives.com/t/s?2e89  

                      About Weight Watchers

Based in New York, Weight Watchers International Inc. (NYSE: WTW)
-- http://www.weightwatchersinternational.com/-- is the world's  
leading provider of weight management services, operating globally
through a network of company-owned and franchise operations.

WeightWatchers.com provides innovative, subscription weight
management products over the Internet and is the leading Internet-
based weight management provider in the world.  In addition,
Weight Watchers offers a wide range of products, publications and
programs for those interested in weight loss and weight control.

                          *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services revised its outlook on Weight
Watchers International Inc. to stable from negative.  At the same
time, Standard & Poor's affirmed its ratings on the company,
including its 'BB' corporate credit rating.


WEIGHT WATCHERS: COO Thilo Semmelbauer to Leave on July 31
----------------------------------------------------------
Mr. Thilo Semmelbauer, the Chief Operating Officer of Weight
Watchers International, Inc., is leaving the company effective
July 31, 2008, to pursue other business opportunities.

The company does not intend to replace Mr. Semmelbauer, but
instead will have the position of Executive Vice President, North
American Operations, the position of President,
WeightWatchers.com, and the newly-created position of President,
International Operations, report directly to the Chief Executive
Officer and President of the company.

Headquartered in New York City, Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/--
provides weight management services, operating globally through a
network of company-owned and franchise operations.

                           *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services revised its outlook on Weight
Watchers International Inc. to stable from negative.  At the same
time, Standard & Poor's affirmed its ratings  on the company,
including its 'BB' corporate credit rating.

  
WEST GALENA: Rosewood Developer Sues Carval Investments Over Loan
-----------------------------------------------------------------
Gus Jarvis of Telluride Watch (Col.) reports that the owners of
the Rosewood Telluride Resort and Hotel have filed a lawsuit
against Minneapolis-based CarVal Investments for allegedly failing
to release prescheduled capital payments needed to begin
construction of the 450,000-square-foot mixed-use development in
Mountain Village.  

The parties negotiated but failed to reach an agreement on the
release of a $50 million loan that was agreed with Ramsfield
Hospitality Finance and CarVal Investments, an international
private equity firm.  The loan encompassed Rosewood Telluride as
well as the Courcheval condominium project, the report said.

The Mountain Village property was to be sold as a foreclosure at
the San Miguel County Courthouse on June 4.  The suit was filed
June 3.

Rosewood's ownership group consists of West Galena Holdings LLC,
West Galena Real Estate LLC, and Lot 129 LLC.  Former Telluride
resident Aaron B. Honigman serves as manager of the ownership
group, which is based in Detroit.

Based in Park City, Utah, West Galena Real Estate, LLC and
affiliates West Galena Holdings, LLC and Lot 129, LLC are real
estate developers.  Their project involves the development of
hotel and condominium units on prime lots near the Telluride,
Colorado ski and golf resorts.  Each of the debtors is responsible
for the development of a discrete portion of the overall project.  
They filed separate Chapter 11 petitions with the U.S. Bankruptcy
Court for the Eastern District of Michigan (Detroit) on May 10,
2008.  Judy B. Calton, Esq. at Honigman Miller Schwartz & Cohn,
LLP represents the Debtors.  When West Galena Real Estate LLC
filed for bankruptcy, it listed estimated assets of $100 million
to $500 million and estimated debts of $10 million to $50 million.  
Among its largest unsecured creditors are Daniel M. Honigman,
Esq., who is owed $10,483,370; Honigman Foundation, Inc., which is
owed $3,910,599; Aaron Honigman, who is owed $1,726,453; and AB
Ridge II, LLC, which is owed $1,303,067.


WORLD HEART: Inks Recapitalization Deal, Secures Bridge Financing
-----------------------------------------------------------------
World Heart Corporation entered into a Recapitalization Agreement
dated June 20, 2008, with its subsidiary, World Heart Inc.,
Abiomed Inc., Venrock Partners V L.P., Venrock Associates V L.P.
and Venrock Entrepreneurs Fund V L.P., Special Situations Fund III
QP LP, Special Situations Cayman Fund L.P., Special Situations
Private Equity Fund L.P., Special Situations Life Sciences
Fund, L.P. and Austin Marxe, pursuant to which:

   (i) WorldHeart will issue approximately 300 million common
       shares for an aggregate purchase price of no less than
       $30 million.  At Closing, Venrock will invest an aggregate
       of approximately $10 million and SSF will invest an
       aggregate of approximately $9 million and other investors
       are in discussions to invest the remainder;

  (ii) Contingent on and simultaneous with the closing of the
       Issuance, Abiomed has agreed to convert the full amount of
       principal and interest owed on the $5 million 8% Secured
       Convertible Promissory Note issued to Abiomed by WorldHeart
       and WHI into 86 million common shares of WorldHeart.

       The Note is secured by a security interest in all of the
       assets of WorldHeart and WHI.  In connection with the
       Conversion, Abiomed has also agreed to terminate the
       warrant it holds to purchase 3.4 million common shares of
       WorldHeart, and to forgive other amounts owed to Abiomed by
       WorldHeart; and

(iii) Venrock and SSF have agreed to provide WorldHeart with a
       bridge loan facility under which WorldHeart may borrow up
       to $1 million until the closing of the Issuance and the
       Conversion.

                       Conditions to Closing

The Issuance and the Conversion are subject to certain customary
conditions to closing, including the investment of no less than an
aggregate of $30 million by the Investors and the absence of
certain material adverse changes.  The company expects that the
closing of the Issuance and the Conversion will occur on or about
July 31, 2008, although no assurances can be given when the
conditions to Closing will be satisfied, if at all.

In the event that the Issuance and the Conversion are not
consummated by Aug. 31, 2008, Abiomed and each of the Investors
have the right to terminate their obligations under the
Recapitalization Agreement.

                        Reverse Stock Split

The Recapitalization Agreement also provides that WorldHeart will
take all action necessary to call a meeting of its shareholders to
approve a consolidation of its common shares for the purpose of
seeking to comply with the $1.00 minimum bid price requirement of
the Nasdaq Capital Market.

                      Investor Board Nominees

The Recapitalization Agreement further provides that each of
Abiomed, Venrock and SSF will have the right to designate one
person for election to the board of directors of WorldHeart, so
long as each remains the beneficial owner of at least 5% of the
outstanding common shares of WorldHeart.

Abiomed will also have the right to designate an observer to
attend meetings of the board of directors at any time it does not
have a designee on the board.  If Abiomed has not nominated a
director on or prior to the second anniversary of the Closing, the
rights of Abiomed to nominate a director or to appoint an observer
will terminate.

All of Abiomed's rights with respect to board of WorldHeart will
terminate on the fifth anniversary of the Closing.  WorldHeart has
a board of directors consisting of four directors.  In addition,
pursuant to existing agreements, SSF, on behalf of certain
investors, has the right to nominate two directors, Maverick
Venture Management LLC has the right to nominate two directors and
Abiomed has the right to nominate one director or to appoint an
observer to the board of WorldHeart.

Neither SSF nor Maverick has any nominees appointed as directors;
Abiomed has appointed an observer.  Upon Closing, the existing
rights of Abiomed to nominate a director or appoint an observer
will be terminated and the number of shares of WorldHeart
currently held by SSF and Maverick will not represent a sufficient
percentage of the issued shares to entitle either SSF or Maverick
to nominate directors pursuant to their current rights.

                    Abiomed Distribution Rights

The Recapitalization Agreement also provides that, contingent upon
the closing of the Issuance, Abiomed's current distribution rights
with WorldHeart terminate and are replaced with revised
distribution rights.

Under the revised terms, WorldHeart will still be required to
negotiate in good faith with Abiomed about distribution
arrangements before engaging any third party distributors for its
products.

However, WorldHeart retains the right, without negotiating with
Abiomed, to distribute its products directly.  In addition, if
Abiomed and WorldHeart are unable to agree to terms on a potential
distribution arrangement, WorldHeart is free to negotiate with
third party distributors, without offering revised terms to
Abiomed.  Abiomed's revised distribution rights will terminate
upon a change of control of WorldHeart that occurs after the
Closing.

                        Equity Incentive Plan

The Recapitalization Agreement also provides that promptly after
the Closing, WorldHeart will establish an equity incentive program
for the benefit of its independent directors, officers, employees
and consultants covering, together with its existing plans, a
maximum of 44 million common shares of WorldHeart on such terms
and conditions as will be approved by WorldHeart's board,
including the designees, if any, of Abiomed, Venrock and SSF.

WorldHeart will seek approval of the equity incentive plan at a
meeting of shareholders.

                        Nasdaq Requirements

Nasdaq Marketplace Rule 4350 requires that WorldHeart obtain
shareholder approval in certain circumstances including for the
issue of shares, other than in a public offering, equal to 20% or
more of the common shares outstanding before the issuance or for
the issue of shares to affiliates, in either case if for less than
the greater of book value or market value of the common shares, or
for the issue of shares which will result in a change of control
of the issuer.

WorldHeart applied to Nasdaq for an exception from the Marketplace
Rule 4350 in reliance on Nasdaq Marketplace Rule 4350(i)(2) which
provides that Nasdaq may make an exception to the Marketplace
Rules when:

   (i) the delay in securing shareholder approval would seriously
       jeopardize the financial viability of the enterprise; and
   
   (ii) reliance by WorldHeart is expressly approved by the audit
        committee comprised solely of independent, disinterested
        directors.

The audit committee of the board of WorldHeart approved the
reliance.  The Listings and Qualifications Department of Nasdaq
has granted the requested exception permitting WorldHeart to issue
the 386 million common shares contemplated in the Recapitalization
Agreement which is significantly in excess of the approximately
2.3 million common shares which WorldHeart would have been
permitted to issue under Nasdaq's Marketplace Rule 4350 without
shareholder approval or this exception.

Pursuant to this exception, WorldHeart will mail to all
shareholders not later than ten days before the Closing a letter
alerting them to its omission to seek the shareholder approval
that would otherwise be required, and setting forth the terms of
the Recapitalization Agreement and the fact of reliance on the
financial viability exception.

      Protection of Minority Security Holders under MI 61-101

Multi-Lateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions, a securities regulation
applicable in the Provinces of Ontario and Quebec, requires that
WorldHeart obtain approval of the issue of its shares to SSF and
Abiomed, each as a related party, by the holders of a majority of
the common shares other than the shares held by SSF and Abiomed
and that WorldHeart also obtain and file a formal valuation of the
Note being converted by Abiomed, unless WorldHeart qualifies for
an exemption from these requirements.

WorldHeart's board, acting in good faith, including all of the
independent directors of WorldHeart, acting in good faith, have
determined that (i) WorldHeart is insolvent or in serious
financial difficulty, (ii) the transaction contemplated in the
Recapitalization Agreement is designed to improve the financial
position of WorldHeart, and (iii) the terms of the
Recapitalization Agreement are reasonable in the circumstances of
WorldHeart.  Based on this determination, the transaction with SSF
and Abiomed is exempt from the requirements of MI 61-101.

Due to the financial circumstances of WorldHeart, the Closing of
the Issuance and the Conversion is contemplated for the earliest
opportunity which WorldHeart believes is necessary in the
circumstances to allow WorldHeart to restore its financial
viability and business operations.  This may result in
WorldHeart's material change report being filed with Canadian
securities regulators less than 21 days prior to the Closing.

                  About World Heart Corporation

Headquartered in Oakland, California, World Heart Corporation
(TSX: WHT) -- http://www.worldheart.com/-- is a developer of  
mechanical circulatory support systems.  The company has
additional facilities in Salt Lake City, and Herkenbosch,
Netherlands.  WorldHeart's registered office is Ottawa, Ontario,
Canada.

At March 31, 2008, the company's balance sheet showed total assets
of $3.3 million and total liabilities of $7.8 million, resulting
in a total shareholders' deficit of $4.5 million.

                        Going Concern Doubt

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about World Heart 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 auditor pointed
to the company's recurring losses.  The company said it expects to
continue to generate operating losses at least through 2008 and
2009.

                        Abiomed Note Default

On May 2, 2008, the company learned that its potential primary
investor failed to give its assurance of commitment to allow the
company to access capital to meet current financing needs.  This
information resulted in the company making the determination that
its available cash would be insufficient to pay its obligations as
they become due, which constitutes an event of default under the
company's secured convertible promissory note in the amount of
$5.0 million issued on Dec. 11, 2007, to Abiomed Inc.  

This event of default under the note results in the outstanding
principal balance of the note, together with accrued but unpaid
interest and any other amounts owing under the Abiomed note
documents, becoming immediately due and payable to Abiomed.  The
note is secured by security agreements entered into by the company
and the company's subsidiary, World Heart Inc., in favor of
Abiomed, that grant a security interest in all of their respective
assets.  

Abiomed could exercise its remedies under law and under the
security agreements, including foreclosing on the assets of the
Company and WHI.  An event of default also permits Abiomed to
terminate the clinical and marketing support services agreement.


W.R. GRACE: Court OKs $24 Mil. Contribution to Retirement Plans
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized W.R. Grace Co. and its debtor-affiliates to make a
minimum contribution of $24,000,000 to their defined benefit
retirement plans for the 2008-2009 funding period, covering
employees in the United States.

As reported in the Troubled Company Reporter on May 28, 2008,
the contributions are due January 15, 2009, and are necessary to
assure compliance with the minimum funding requirements under
applicable federal law, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones, LLP, in Wilmington, Delaware, says.  

The Court previously authorized the Debtors to contribute up to
$302,700,000 to the Retirement Plans since 2003:

         Date                  Contribution
         ----                  ------------
         2003                   $48,500,000
         2004                    20,000,000
         2005                    24,100,000
         2006                   101,400,000
         2007                    76,000,000
         2008                    32,700,000
                               ------------
         Total                 $302,700,000

Ms. Jones related that the legally required minimum contributions
to the Grace Retirement Plans for the 2008-2009 Funding Period
are:

   Due Date                    Plan Year      Contribution
   --------                    ---------      ------------
   July 15, 2008                  2008             $20,284         
   September 15, 2008             2008          10,528,926         
   October 15, 2008               2008           5,820,937         
   January 15, 2009               2008           7,604,629         
                                              ------------      
         Total                                 $23,974,776

According to Ms. Jones, the contributions have been finalized,
and are not subject to change as a result of future market
performance of the assets of the Grace Retirement Plans or any
anticipated changes in applicable law.  However, she explains, it
is necessary to secure the Court's approval for the payment of
legally required minimum contributions for the January 15, 2009
Period at this time because the first due date with respect to
the contribution is July 15, 2008.

The Debtors contended that continuing to make at least the legally
required minimum contributions to each of the Grace Retirement
Plans is essential to maintaining the morale of their workforce
and the workforce' confidence in management.

                         About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA) --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., as financial advisor.  
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The Debtors' exclusive period to file a
chapter 11 plan expired on July 23, 2007.

The Bankruptcy Court adjourned plan-related proceedings pending an
estimation of W.R. Grace's asbestos-related personal injury
liabilities.  PI estimation proceedings commenced on January 14,
2008.

In early April 2008, W.R. Grace and the PI Committee entered into
a settlement-in-principle regarding the PI asbestos claims.  The
settlement calls for the creation of a Section 524(g) trust and
payments of about $3,000,000,000 in cash and stocks from W.R.
Grace.  The PI estimation trial was discontinued.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  As of
November 30, 2007, W.R. Grace's balance sheet showed total assets
of $3,335,000,000, and total debts of $3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 160; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


W.R. GRACE: Wants Court to Exclude JPMorgan's $100 Million Claim
----------------------------------------------------------------
W.R. Grace Co. and its debtor-affiliates object to, and ask the
United States Bankruptcy Court for the District of Delaware to
disallow, the credit agreement claims 9159 and 9168 filed by
JPMorgan Chase Bank, N.A., as the Lenders' agent.  The motion to
disallow is to the extent that the Claims seek payment of
postpetition interest at the default rate of interests under the
Credit Agreements.  

On April 21, 2008, the Debtors received notice from their
prepetition lenders under the Credit Agreement, dated May 14,
1998, and the 364-Day Credit Agreement, dated May 9, 1999,
demanding the payment of postpetition interest at 100% of the
contract default rate on more than $500,000,000 of prepetition
claims against the Debtors under the Credit Agreements.

The Debtors complain that the exorbitant amount -- totaling about
$100,000,000, according to the Wall Street Journal -- sought
through extra postpetition interest payments threatens the
proposed asbestos settlement they entered into with their
creditor constituents.  The Debtors have previously indicated
that the proposed asbestos settlement could be the framework for
a Chapter 11 plan of reorganization, could speed up their
reorganization proceedings, and could allow them to exit
Chapter 11 by 2009.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Delaware, tells the Court that one of the key
components of the Asbestos Settlement is the provision that the
Lenders will receive 100% of allowed amount plus postpetition
interest at the rate of 6.09% from the Petition Date through
December 31, 2005, and thereafter at floating prime, in each case
compounded quarterly.

The Lenders, however, are demanding postpetition interest at the
contract default rate under the Credit Agreements, which was
7.77% as of the Petition Date, Mr. O'Neill points out.  The
Lenders have also asserted that "the previous proposed plan and
related negotiations were completely irrelevant," notwithstanding
the fact that the Debtors negotiated the Asbestos Settlement in
reliance on the Lenders' previous agreements.

The Debtors believe that the Lenders want to "cherry pick" among
the terms of the Proposed Asbestos Settlement.  "They embrace the
Proposed Asbestos Settlement to the extent they believe it helps
them establish the Debtors' solvency, but they reject a material
provision of the settlement, which is the payment of postpetition
interest to the Lenders at a rate that is lower than their
default contract rate."

"The Lenders cannot have it both ways," the Debtors assert.  If
the Lenders were to prevail on their demand for postpetition
interest at the contract default rate, that would present a
material change to the Proposed Asbestos Settlement., Mr. O'Neill
tells the Court.  

In that event, the various stakeholders who currently support the
Asbestos Settlement, like the Official Committee of Equity
Security Holders, would likely pull their support for the
settlement, and the litigation over the PI Claims would
necessarily resume, which would add further expense and delay,
Mr. O'Neill contends.

That trial could determine whether the Debtors are solvent enough
to pay postpetition interest.  However, Mr. O'Neill says, the
Debtors' solvency is still in dispute.  The Court has wide
discretion in determining the appropriate rate of postpetition
interest, and any analysis in that regard must take into account
all equitable considerations, Mr. O'Neill states.

The Debtors add that they were not in default under the Credit
Agreement as of the Petition Date, thus the postpetition or
future interest was not due and payable.

                         About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA) --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., as financial advisor.  
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The Debtors' exclusive period to file a
chapter 11 plan expired on July 23, 2007.

The Bankruptcy Court adjourned plan-related proceedings pending an
estimation of W.R. Grace's asbestos-related personal injury
liabilities.  PI estimation proceedings commenced on January 14,
2008.

In early April 2008, W.R. Grace and the PI Committee entered into
a settlement-in-principle regarding the PI asbestos claims.  The
settlement calls for the creation of a Section 524(g) trust and
payments of about $3,000,000,000 in cash and stocks from W.R.
Grace.  The PI estimation trial was discontinued.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  As of
November 30, 2007, W.R. Grace's balance sheet showed total assets
of $3,335,000,000, and total debts of $3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 160; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


W.R. GRACE: Wants IRS Research Credit Disputes Resolved
-------------------------------------------------------
W.R. Grace Co. and its debtor-affiliates seek authority from
the United States Bankruptcy Court for the District of Delaware
to settle a federal income tax controversy with the Internal
Revenue Service relating to research credits and research and
experimentation expenditures claims for the 1993-1996 taxable
years.

According to James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones, LLP, the tax controversy involved the 1993-1995 tax years
and concerned the determination of the Debtors' base amount used
in the calculation of the credit.  For the 1993-1995 tax years,
the Debtors originally claimed a total research credit of
$10,796,275, on their tax returns.  The IRS Examiner, however,
asserted that the Debtors are entitled to research credits
totaling $3,781,332.

As a result of negotiations, the Debtors and the IRS reached a
settlement, under which the Debtors conceded that:

   (a) as it relates to the base year research expenses, the
       Debtors agreed with the IRS adjustment disallowing certain
       research expenses in the 1984-86 audit cycle and the 1987
       89 audit cycle;

   (b) as it relates to base year gross receipts, the Debtors
       agreed with the IRS adjustments for the 1988 acquisition
       of National Medical Care & Subsidiaries; and

   (c) the Debtors agreed with the IRS that with respect to the
       Davison businesses, there would be a 10% increase in base
       period expenses.

On the other hand, the IRS conceded 75% of the Acquisition and
Divestment Issue.

The net effect of the R&E Settlement, according to Mr. O'Neill,
is that the Debtors have an unfavorable adjustment of about
$730,000 for all affected tax years, thereby reducing their
refund from $7,000,000, to $6,285,000.

Mr. O'Neill says after the Court authorizes the Debtors to enter
into the R&E Settlement, the IRS will then forward the R&E
Settlement to the Joint Committee on Taxation of the U.S.
Congress for final review and approval.  The Settlement will take
effect on the date the Joint Committee completes its review
without objection.

According to Mr. O'Neill, the R&E Settlement was reached because
the parties recognized that the Acquisition and Divestment Issue
would be difficult to litigate.  Twelve or more years have passed
since these divestments occurred and locating former employees of
Debtors and the acquiring companies with knowledge of the
transaction would be very difficult.  The Settlement results in
Grace retaining a majority of the disputed credits.

If the Settlement is not approved and the Debtors are forced to
litigate the dispute, the proceedings likely will be protracted,
the cost of defending the Debtors' position will be expensive,
and a favorable outcome cannot be assured, Mr. O'Neill contends.

                         About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA) --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., as financial advisor.  
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The Debtors' exclusive period to file a
chapter 11 plan expired on July 23, 2007.

The Bankruptcy Court adjourned plan-related proceedings pending an
estimation of W.R. Grace's asbestos-related personal injury
liabilities.  PI estimation proceedings commenced on January 14,
2008.

In early April 2008, W.R. Grace and the PI Committee entered into
a settlement-in-principle regarding the PI asbestos claims.  The
settlement calls for the creation of a Section 524(g) trust and
payments of about $3,000,000,000 in cash and stocks from W.R.
Grace.  The PI estimation trial was discontinued.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  As of
November 30, 2007, W.R. Grace's balance sheet showed total assets
of $3,335,000,000, and total debts of $3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 160; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


W.R. GRACE: Inks $5.1 Million Settlement With Montana DEQ
---------------------------------------------------------
W.R. Grace Co. and its debtor-affiliates entered into a settlement
the Montana Department of Environmental Quality to avoid
protracted litigation and resolve the Debtors' liabilities with
respect to the environmental remediation and operation and
maintenance costs at the Debtors' Libby, Montana, mine.

The settlement provides that:

   (a) Claim No. 18496 will be allowed as a general unsecured,
       prepetition, non-priority claim against the Debtors for
       $5,167,000;

   (b) except as to claims relate to Operable Unit 3 in the Libby
       Site, which is specifically reserved under the settlement,
       the remaining portions of Claim No. 18496 are resolved;

   (c) Claim No. 15296 will be disallowed and expunged;

   (d) MDEQ will not be entitled to any interest payment on Claim
       No. 18496 with respect to any period prior to the
       effective date of a confirmed Chapter 11 plan or plans
       with respect to the Debtors;

   (e) MDEQ will place and maintain any distributions received by
       on account of the Allowed Claim in a State special revenue
       fund to be known as the "Libby Asbestos Site State Cost
       Account;"

   (f) MDEQ will use the funds in the Account, together with all
       its interest and earnings, only for its cost share
       requirements, including operation and maintenance expenses
       or other costs related to asbestos at the Site, under the
       Comprehensive Environmental Response, Compensation, and
       Liability Act;

   (g) MDEQ is forever barred, estopped, and enjoined from
       asserting any additional claims against the Debtors for
       past, present and future costs of investigation,
       remediation, monitoring, and maintenance at the Libby
       Site, other than OU 3, under the Montana Comprehensive
       Environmental Cleanup and Responsibility Act, and the
       CERCLA;

   (h) the Debtors release and agree not to assert any claims or
       causes of action against the state of Montana with respect
       to the Libby Site, including but not limited to any claims
       for reimbursement, contribution, cost recovery or damages
       under CECRA, CERCLA, or any other provision of law.

The settlement resolves the MDEQ's Claims, which asserted more
than $50,000,000, of environmental costs.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to approve the MDEQ settlement.  The
settlement is subject to a public comment period, which ends on
July 7, 2008.

A full-text copy of the proposed MDEQ Settlement is available for
free at http://ResearchArchives.com/t/s?2e78

                         About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA) --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., as financial advisor.  
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The Debtors' exclusive period to file a
chapter 11 plan expired on July 23, 2007.

The Bankruptcy Court adjourned plan-related proceedings pending an
estimation of W.R. Grace's asbestos-related personal injury
liabilities.  PI estimation proceedings commenced on January 14,
2008.

In early April 2008, W.R. Grace and the PI Committee entered into
a settlement-in-principle regarding the PI asbestos claims.  The
settlement calls for the creation of a Section 524(g) trust and
payments of about $3,000,000,000 in cash and stocks from W.R.
Grace.  The PI estimation trial was discontinued.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  As of
November 30, 2007, W.R. Grace's balance sheet showed total assets
of $3,335,000,000, and total debts of $3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 160; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


XERIUM TECH: German Unit Terminates EVP for Biz Dev't Josef Mayer
-----------------------------------------------------------------
Xerium Germany Holding GmbH, a subsidiary of Xerium Technologies,
Inc., delivered a notice of termination of employment to Josef
Mayer, Xerium Technologies' Executive Vice President for Business
Development, effective June 30, 2009.

Mr. Mayer also was removed from his position as a Managing
Director of Xerium Germany Holding GmbH, effective June 16, 2008.

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies    
consumable products used primarily in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries, including Austria, Brazil and Japan, Xerium
Technologies has approximately 3,900 employees.

                         *     *     *

As disclosed in the Troubled Company Reporter on June 9, 2008,
Moody's Investors Service revised Xerium Technologies, Inc.'s
outlook to positive from negative, upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4, and upgraded its probability
of default rating to Caa1 from Caa2.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.


[REDACTED June 29, 2008]
   

XL CAPITAL: Moody's Affirms Baa1 Debt Rating; Outlook is Negative
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Baa1 senior debt rating
of XL Capital Ltd and the A1 insurance financial strength ratings
of XL's insurance operating subsidiaries, but changed the outlook
on all of the companies to negative from stable.

This rating action follows Moody's downgrade of XL Capital
Assurance Inc. (XLCA; B2 IFS, negative outlook) and XL Financial
Assurance Ltd. (XLFA; B2 IFS, negative outlook).  XLCA and XLFA
are wholly-owned subsidiaries of Security Capital Assurance Ltd
(NYSE: SCA), which is approximately 46%-owned by XL.

The negative outlook on XL reflects further stress on the
company's capital and financial flexibility resulting from the
downgrades of XLCA and XLFA.  In addition to XL's approximate 46%
ownership stake in SCA, XL Insurance Ltd (XLI), a wholly-owned
subsidiary of XL, guaranteed the reinsurance obligations of XLFA
to XLCA for all business in force prior to SCA's IPO on Aug. 4,
2006.  As of March 31, 2008, pre-IPO obligations guaranteed by XLI
totaled approximately $70 billion.

Moody's notes that two events must occur before XLI is obligated
to pay under the guarantee.  First, the underlying pre-IPO
guaranteed obligation must default and, second, XLFA must fail to
meet its obligation.  While XLFA has not defaulted on its
obligations to date, Moody's believes its downgrade implies the
likelihood of default has significantly increased.  Furthermore,
XL, primarily through XLI, also provided reinsurance to XLCA and
XLFA through excess of loss and facultative arrangements.

The rating agency said that XL's ratings could be downgraded if
additional significant losses were to result from XL's exposure to
SCA or XL's investment portfolio of structured mortgage
securities.  XL has stated publicly that the company is actively
working to resolve the SCA situation as quickly as possible.

The negative outlook of XL reflects the significant weakening of
SCA's creditworthiness given deterioration in its underlying
mortgage exposures and, therefore, the greater level of XL's
losses likely to result from its exposures to SCA.  Although there
is uncertainty as to the amount and timing of any potential
resolution, Moody's expects that XL would likely try to take
appropriate steps to maintain its overall capital adequacy in the
event of significant losses.

The rating agency said the outlook could be changed back to stable
if additional losses from its SCA exposure and structured mortgage
investments are modest or if the company undertakes initiatives in
response to significant losses to maintain its capital adequacy
and financial flexibility.

XL's ratings reflect the group's overall strong market positions
in its principal property casualty operating segments as well as
its diversified earnings streams by geography and line of
business.  The ratings also reflect the company's sound liquidity
and capitalization at its Bermuda operating subsidiaries as well
as its strengthened underwriting performance in its core property
casualty operations and improved catastrophe risk profile.

These fundamental strengths are tempered by the intrinsic
volatility of XL's reinsurance businesses and certain insurance
lines, the company's exposure to natural catastrophes, diminished
financial flexibility and its volatile profitability.

Moody's current ratings' expectations for XL include the
following: returns on equity over the cycle in the high single
digits; adverse reserve development less than 5% of net reserves;
and adverse trends, run-off obligations or catastrophe losses over
a 12 month period not resulting in shareholders' equity declining
by more than 10%.

Moody's also expects coverage of interest and preference dividends
above 6x over the cycle while adjusted debt to capital remains
below 30% (reflecting adjustments for hybrid securities, pensions,
operating leases, and Lloyd's letters of credit).

These ratings have been affirmed with a negative outlook:

  -- XL Capital Ltd -- senior unsecured debt at Baa1; preferred
     stock at Baa3; senior unsecured shelf at (P)Baa1;
     subordinated shelf at (P)Baa2; preferred stock shelf at
     (P)Baa3;

  -- XL Capital Trust I, II, III -- trust preferred securities
     shelf at (P)Baa2;

  -- XL Capital Finance (Europe) plc -- senior unsecured debt at
     Baa1; senior unsecured shelf at (P)Baa1;

  -- Mangrove Bay Pass-Through Trust -- preferred stock at Baa3;

  -- Stoneheath Re -- preferred stock at Baa3;

  -- XL Insurance (Bermuda) Ltd -- insurance financial strength
     ratings at A1;

  -- XL Insurance Company Limited -- insurance financial strength
     ratings at A1;

  -- XL Insurance Switzerland -- insurance financial strength
     ratings at A1;

  -- XL Re Ltd -- insurance financial strength ratings at A1;

  -- XL Reinsurance America Inc. -- insurance financial strength
     ratings at A1;

  -- Indian Harbor Insurance Company -- insurance financial
     strength ratings at A1;

  -- Greenwich Insurance Company -- insurance financial strength   
     ratings at A1;

  -- XL Specialty Insurance Company -- insurance financial
     strength ratings at A1;

  -- XL Insurance Company of New York, Inc. -- insurance financial
     strength ratings at A1;

  -- XL Life Insurance and Annuity Company -- insurance financial
     strength ratings at A1;

  -- XLLIAC Global Funding -- backed medium term notes at A1;

  -- Premium Asset Trust Series 2003-7 -- senior secured at A1;

  -- Premium Asset Trust Series 2004-9 -- senior secured at A1.

XL Capital Ltd, headquartered in Hamilton, Bermuda, is a provider
of insurance and reinsurance coverages through its operating
subsidiaries to industrial, commercial and professional service
firms, insurance companies and other enterprises on a worldwide
basis.  As of March 31, 2008, XL Capital Ltd had consolidated
assets of $54.8 billion and shareholders' equity of $9.3 billion.


ZIFF DAVIS: Set to Emerge from Chapter 11 on July 1
---------------------------------------------------
Ziff Davis Media Inc., an indirect wholly-owned subsidiary of Ziff
Davis Holdings Inc., disclosed that the U.S. Bankruptcy Court for
the Southern District of New York confirmed Ziff Davis's "Second
Amended Joint Chapter 11 Plan Of Reorganization," dated May 6,
2008.  Ziff Davis currently expects to emerge from Chapter 11 on
July 1, 2008.

"The Court's confirmation of our Plan is a major milestone for
Ziff Davis as we look to emerge from Chapter 11 restructuring,"
said Jason Young, Chief Executive Officer of Ziff Davis Media.  
"We are very proud of the progress we have made during our short
time in Chapter 11 to become a healthier company.  We remain
grateful for the unwavering support of our customers, vendors and
employees throughout this process and we look forward to
continuing our work with all of our stakeholders after our
emergence.  After concluding our restructuring, we will be better
positioned, with the financial strength to grow and capitalize on
our strengths."

As previously announced, the Plan substantially de-leverages
Ziff Davis's balance sheet by converting over $428 million in
funded indebtedness to (a) new common stock of reorganized Ziff
Davis Media and (b) a new note of $57.5 million.  The acceptance
of the Plan by voting creditors was overwhelming.  The Plan
provides Ziff Davis with sufficient cash to fund its exit from
Chapter 11 as well as its ongoing business plan.  This funding
will enable the Company to finance its Chapter 11 exit
obligations as well as ongoing operations for the foreseeable
future.

More information about Ziff Davis's reorganization, including the
Plan and Disclosure Statement, are available at
http://www.bmcgroup.com/


                   About Ziff Davis Media, Inc.

Headquartered in New York city, Ziff Davis Media, Inc. --
http://www.ziffdavis.com/-- and its affiliates are
integrated           
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

Ziff Davis Holdings Inc. is the ultimate parent company of Ziff
Davis Media Inc.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to
$1 billion.  

(Ziff Davis Bankruptcy News, Issue No. 15, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor         
215/945-7000)


* Euler Hermes ACI Predicts "Substantial" Increase in Bankruptcies
------------------------------------------------------------------
Business bankruptcies continued a relentless upward pace in the
first quarter of 2008, and data suggests that the trend could
increase even further as the year progresses, according to
analysis from leading B-to-B accounts receivable insurer Euler
Hermes ACI.

Date from the Administrative Office of the U.S. Courts showed the
number of businesses seeking bankruptcy protection rising 39% over
the past four quarters compared to the previous four. On a year
over year basis, filings have grown for five consecutive quarters
at an average rate of 42%, stated Euler Hermes ACI Chief Economist
Dan North.

"There is little doubt as to why there has been such a rapid
increase in business bankruptcies - it's the same combination
that's been repeated so often recently: high energy prices, weak
consumers, job losses, and the credit crunch," he said. "These
forces are likely to continue for some time and to put increasing
pressure on bankruptcies."

To get a better idea of how bankruptcy filings will evolve, North
pointed to the Federal Reserve's quarterly Senior Loan Officer
Opinion Survey for some insight into the future. The survey asks
respondents from larger banks a range of questions about lending
conditions, such as whether the bankers are increasing or
decreasing spreads. Historically, when the net percentage of
respondents who are increasing spreads for loans to smaller
businesses exceeds 20%, bankruptcies usually rise the following
quarter. "In fact they rise three quarters of the time at an
average increase of more than six percent," said North.

In April, though, North said that net percentage of increasing
spreads was "nowhere near 20%; it had skyrocketed to a record-
setting 63.6%, strongly suggesting that bankruptcies for smaller
companies are very likely to rise next quarter." The previous
record increase had been 41.8%. Additionally, large companies
didn't fare any better, as the net percentage of banks increasing
spreads on those loans also set a record of 71%, well above the
previous record of 59%, said North.

Other questions in the survey asked about lending conditions,
which can also correlate well with bankruptcy activity. "When
asked if they were tightening lending conditions to small firms, a
net percentage of 51.8% of the bankers responded yes, just behind
the record of 52.6%," he commented. And for large firms, the net
percentage was 55.4% - the third highest ever.   

"Clearly the Fed survey shows just how difficult the bank loan
market currently is," he concluded. "When bank financing becomes
very difficult, it adds just one more pressure to the challenging
conditions businesses are currently facing. The Fed survey's
correlation with future bankruptcies lends substantial evidence on
top of record high gas prices (inflation adjusted), a
deteriorating job market, and a sputtering credit market, that
businesses are looking at tough times ahead, and that business
bankruptcies are very likely to increase, perhaps substantially."

                    About Euler Hermes ACI

Euler Hermes ACI is North America's oldest and largest provider of
trade credit insurance and accounts receivable management
solutions and is the US subsidiary of the Euler Hermes Group.
Headquartered in Owings Mills, MD, the company protects and
insures more than $150 billion in US trade transactions annually.
Additionally, Euler Hermes ACI provides a suite of receivables
management services that includes commercial third party
collections, receivables management outsourcing, and international
collections. For more information, visit www.eulerhermes.com/usa.

Euler Hermes is the worldwide leader in credit insurance and one
of the leaders in the areas of bonding, guarantees and
collections. With 6,000 employees in 53 countries, Euler Hermes
offers a complete range of services for the management of B-to-B
trade receivables and posted a consolidated turnover of 2.099
billion euros in 2007.

Euler Hermes, subsidiary of AGF and a member of the Allianz group,
is listed on Euronext Paris. The group and its principal credit
insurance subsidiaries are rated AA- by Standard & Poor's.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

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.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***