TCR_Public/080626.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 26, 2008, Vol. 12, No. 151           

                             Headlines

ABROCK LLC: Case Summary & 22 Largest Unsecured Creditors
ACCENTIA BIOPHARMA: Launches $8.5 Mil. Private Placement Offering
AMERICAN AIRLINES: Unveils More Details on 4th Qtr Capacity Cuts
AMERICAN COLOR: S&P Cuts Rating on $280MM Sr. Secured Notes to 'D'
AMERICAN HOME: BofA May Opt to File Competing Plan Absent a Deal

AMERICAN LAFRANCE: Wants Court to Disallow Daimler's $12MM Claim
AMERICAN TECH: April 30 Balance Sheet Upside-Down by $5.9 Million
ASSOCIATED EYE: Bankruptcy Aimed at Protecting Parent
ATA AIRLINES: Court Grants Panel Exemption from Sec. 1102(b)(3)(A)
ATA AIRLINES: Panel May Employ Hostetler Kowalik as Local Counsel

ATLAS PIPELINE: Prices $250MM Offering of Senior Unsecured Notes
ATLAS PIPELINE: Moody's Gives B1 CFR, B3 to Planned $300MM Notes
AURIGA LABORATORIES: Cancels $2.5 Million Dutchess Private Deal
AVANTAIR INC: March 31 Balance Sheet Upside-Down by $28.1 Million
AVANTAIR INC: Reduces Per-share Exercise Price of Warrants

B/E AEROSPACE: Moody's Assigns Ba2 Corporate Family Rating
BANC OF AMERICA: S&P Chips Ratings on Six Nonpooled Certificates
BANKERS LIFE: Best Affirms 'B(Fair)' FS and 'bb' IC Ratings
BIOMARIN PHARMACEUTICAL: S&P Changes Outlook to Pos. from Stable
BOSTON HERALD: Plans to Outsource Printing Will Eliminate 160 Jobs

BT TRIPLE: Moody's Assigns B2 Corporate Family Rating
BUSINESS MACHINES: Case Summary & 20 Largest Unsecured Creditors
BYSYNERGY LLC: Case Summary & 19 Largest Unsecured Creditors
CALYPTE BIOMEDICAL: Appoints Donald Taylor as Chief Executive
CANARGO ENERGY: Enters $24.2MM Standby Underwriting Agreement

CASTLE REALTY: Section 341(a) Meeting Slated for July 8
CDC MORTGAGE: S&P's Puts Four Certificate Ratings at Default
CENTRO NP: Posts $6.8 Million Net Loss in 2008 First Quarter
CENTURYTEL: Moody's Assigns Preferred Shelf Rating of Ba1
CIT GROUP: Appoints Alexander T. Mason as President and COO

CITATION CORP: S&P Cuts Ratings on Weak Financial Results
CITIGROUP MORTGAGE: S&P Cuts Class M-11 Certificates Rating to 'D'
COMMODITY SOLUTIONS: Files Voluntary Chapter 11 Case Summary
COMPASS MINERALS: Moody's Hikes Corporate Family Rating to Ba2
CONTIMORTGAGE HOME: Moody's Assigns Ba1, Ba3 Underlying Ratings

COUNTRYWIDE FINANCIAL: Shareholders Give Go Signal on Purchase
COUNTRYWIDE FINANCIAL: Slammed w/ Lawsuit by California & Illinois
CROSSING PARK: Voluntary Chapter 11 Case Summary
CSFB MORTGAGE: Moody's Cuts Ratings on 11 Subordinate Tranches
DEEP OCEAN: May Use McDowell's DIP Fund Through September 20

DESERT ADVOCATE: Voluntary Chapter 11 Case Summary
DIAMOND GLASS: Ex-CEO Wants Release from Guggenheim Loan Agreement
DURA AUTOMOTIVE: Judge Rejects Korth's Request to Consummate Plan
DYNCORP INTERNATIONAL: Moody's Affirms CFR at B1, Outlook Positive
DYNCORP INTERNATIONAL: S&P Rates Proposed $450MM Facility 'BB+'

EOS AIRLINES: Sells All Plane Inventory to Turbo Resources
EXPRESS ENERGY: Moody's Gives B2 Corporate Family Rating
FERRO CORP: Mulls Public Offering of $200 Million Senior Notes
FIRST UNION: S&P Downgrades Ratings on Five Certificate Classes
FMC PAHRUMP: Voluntary Chapter 11 Case Summary

FREESTAR TECHNOLOGY: Board OKs Exec Compensation, Margaux Contract
FRIENDSHIP HOUSE: Case Summary & 20 Largest Unsecured Creditors
FRONTIER AIRLINES: Cuts Fleet, Jobs & Capacity Due to Fuel Costs
GENERAL MOTORS: Cuts Truck Output to Contain Slump in Sales
GENERAL MOTORS: Taps Citibank to Review Hummer Brand Options

GOEN TECHNOLOGIES: To Set $500,000 Pool for Unsecured Creditors
GOODYEAR TIRE: Plans to Close Aussie Facility to Save $35MM Yearly
GOODYS FAMILY: Taps DJM Realty to Manage Sale of 69 Retail Stores
GREY WOLF: Gets Third $10/Share Proposal from Precision Drilling
GSAMP TRUST: S&P Chips Ratings on 21 Classes of Certificates

GT ARCHITECTURE: May Use Lenders' Cash Collateral on Interim Basis
HALCYON JETS: Posts $706,309 Net Loss in First Qtr. Ended April 30
HARBOUR WALK: Files Schedules of Assets & Liabilities
HARBOUR WALK: Wants to Hire Kluger Peretz as Bankruptcy Counsel
HOLLINGER INC: Closes Revised Settlement Deals with Sun-Times

IAC/INTERACTIVECORP: Extends Offering Consent Deadline to July 9
INDOSUEZ CAPITAL: Fitch Junks Ratings on Two Classes of Notes
INDYMAC: Moody's Junks Ratings of Seven Tranches
INFINITY CAPITAL: Net Assets Increase $620,269 in 2008 First Qtr.
INTELSAT LTD: Affiliates Plan Notes Offerings to Repay Loans

INTELSAT LTD: Moody's Junks Ratings on $2.8 Billion Notes
INTELSAT LTD: S&P Puts 'BB-' Issue-Level Rating on 8.50% Sr. Notes
IVANHOE ENERGY: Posts $8.5 Million Net Loss in 2008 First Quarter
JEVIC TRANSPORTATION: Gets Final OK to Use CIT's $60 Mil. Facility
JHT HOLDINGS: Prepackaged Ch.11 Plan OK'd; Gets $22 Mil. DIP Loan

KEYS FITNESS: U.S. Trustee Appoints 5 Members to Creditors Panel
KEYS FITNESS: Panel Can Employ Pachulski Stang as Bankr. Counsel
KINGSLEY CAPITAL: Section 341(a) Meeting Slated for July 2
LANDSOURCE: U.S. Trustee Appoints 7-Member Creditors Committee
LANDSOURCE: Gives Update on Restructuring Discussions

LANDSOURCE COMMUNITIES: Wants to Employ Weil Gotshal as Attorneys
LANDSOURCE: Wants to Hire Downey as Special Counsel to Newhall
LANDSOURCE: Wants to Employ GDB as Attorneys for Newhall/Valencia
LCR LIMITED: Voluntary Chapter 11 Case Summary
LIBBEY INC: S&P Puts 'CCC+' Preliminary Rating on Rule 415 Shelf

MEDICURE INC: Appoints Dwayne Henley as Chief Financial Officer
MEDICURE INC: Intends to Voluntarily Delist Shares from AMEX
MERIDIAN TECH: Plan of Arrangement Approved, Emerges from CCAA  
MF GLOBAL: Prices $300 Million Private Offerings of Shares
MF GLOBAL: S&P Assigns 'BB+' Rating on $300MM Preference Shares

MI ARBOLITO: Section 341(a) Meeting Scheduled for July 1
MILFORD CONNECTICUT: Judge Orders Sale of Factory Site
MMM FARMLAND: Voluntary Chapter 11 Case Summary
MORGAN STANLEY ACES: Fitch Cuts A Rating of $12.8MM Notes to B-
MORTGAGES LTD: Voluntary Chapter 11 Case Summary

MOST HOME: April 30 Balance Sheet Upside-Down by $1,216,811
MOUNT AIRY: Moody's Junks Corporate Family Rating, Outlook is Neg.
MPM TECH: March 31 Balance Sheet Upside-Down by $10,920,071
NEW ORLEANS PADDLEWHEELS: Court Confirms Reorganization Plan
NEW ORLEANS TOURS: Sister Co.'s Plan Confirmed by Louisiana Court

NEW YORK RACING: Ch. 11 Emergence Delayed; Plan Unaffected
NLRC: Court Says BIA Stays BAE-Newplan's Motion for Receiver
NORRIS LAKE: Case Summary & Five Largest Unsecured Creditors
NOUVEAU GROUP: Case Summary & Five Largest Unsecured Creditors
PEOPLE'S CHOICE: Committee Files Supplements to Chapter 11 Plan

PINE MOUNTAIN: Case Summary & Four Largest Unsecured Creditors
PLASTECH ENGINEERED: Can Employ PwC to Perform Tax Services
PREMIER PROPERTIES: Washington County Project in Limbo
PRIMEDIA INC: Board Approves 2008 Long-Term Incentive Program
PSIVIDA LTD: Restates Financial Statements for March 31 Quarter

QUICKSILVER RESOURCES: Prices $475 Million Offering of Sr. Notes
QUICKSILVER RESOURCES: Moody's Gives Ba3 Corporate Family Rating
QUICKSILVER RESOURCES: S&P Rates Proposed $300MM Unsec. Notes 'B'
RAAC: Moody's Cuts 89 Tranches from RAAC Series SP and RP Shelves
RCS-CHANDLER: Brokers Say $38MM Overvalues Elevation Chandler

RED SHIELD: Seeks New Investors, to File for Bankruptcy
RENAISSANCE HOME: S&P Cuts Rating to D from CCC on 2002-3 Trust
RESIDENTIAL FUNDING: Moody's Cuts Ratings of 59 Tranches
RMIW LLC: Section 341(a) Meeting Slated for July 17
RUSSELL FOUNDATION: Case Summary & 20 Largest Unsecured Creditors

S&A CORP: Settlement with Lenders Staves Off Hotel Foreclosure
SALTON INC: Moody's Gives Rates 4325MM Credit Facilities B1
SECURED DIVERSIFIED: Involuntary Chapter 11 Case Summary
SECURITY ASSOCIATES: Auction Sale of Collaterals Set for July 2
SELECT MEDICAL: Moody's Affirms B2 CF Rating, Outlook is Stable

SUN RIVER MESA: Involuntary Chapter 11 Case Summary
SUN-TIMES MEDIA: Closes Settlement Deals with Hollinger et al.
TALECRIS BIOTHERAPEUTICS: S&P Holds 'B' Corporate Credit Rating
THOMAS BUTT: Case Summary & 8 Largest Unsecured Creditors
TOWER BONDING: A.M. Best Holds Ratings, Changes Outlook to Stable

UAL CORP: Union Coalition Demands Say on Executive Pay
UAL CORP: Mulls Elimination of 950 Pilots as Oil Price Woes Deepen
US EAGLES: Administrator Moves Section 341(a) Meeting to July 1
VALLEJO CITY: Talks with Union Bank to Limit Debt Service Payment
VALLEJO CITY: Wants Court OK to Reject Labor Bargaining Agreements

VERSO TECHNOLOGIES: Can Hire NachmanHaysBrownstein as Manager
VERSO TECHNOLOGIES: Gets OK to Hire Logan & Co. as Claims Agent
VERSO TECHNOLOGIES: Can Hire NatCity as Manager Investment Banker
VERTIS INC: S&P Puts Default Ratings on $350MM Unsecured Notes
VISTEON CORPORATION: Moody's Junks New Senior Unsecured Notes

WACHOVIA BANK: S&P Junks Ratings on Two Certificate Classes
WATERBROOK PENINSULA: Case Summary & 13 Largest Unsec. Creditors
WHITEHALL JEWELERS: Gets Initial OK to Use BoA's $80 Mil. Facility
WHITEHALL JEWELERS: Taps Epiq Bankruptcy as Claims Agent
WOLPER CONSTRUCTION: Voluntary Chapter 11 Case Summary

YOSHINOYA NEW: Case Summary & 3 Largest Unsecured Creditors

* S&P Cuts Ratings on 41 Certificates from 11 US Subprime RMBS
* S&P Predicts Continued Stable Outlook for Canadian Life Insurers
* Fitch Says Credit Cards Can Bear Unemployment; Sees Downgrades
* S&P Says Canadian Utilities Continue to Spend on Infrastructure

* Chapter 11 Filings Increase 34 Percent in 12 Months to March
* Auto Suppliers Feel the Heat of Automotive Industry Meltdown

* Kirkpatrick & Lockhart Merges with Kennedy Covington
* Sidley Austin Names 11 Chicago Lawyers as Partners

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

                             *********

ABROCK LLC: Case Summary & 22 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Abrock, LLC
             4729 E. Sunrise Dr., Ste. 256
             Tucson, AZ

Bankruptcy Case No.: 08-07519

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Big Sky One, LLC                           08-07518

        Campstone Two, LLC                         08-07521

        MCCP, LLC                                  08-07524

Type of Business: The Debtors are doing site developments.

Chapter 11 Petition Date: June 23, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtors' Counsel: Eric Slocum Sparks AZBAR
                  Email: eric@ericslocumsparkspc.com
                  Eric Slocum Sparks, PC
                  110 S. Church Ave., Ste. 2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  http://www.ericssparks.com/

Abrock, LLC's Financial Condition:

Total Assets: $25,000,400

Total Debts:  $12,530,088

A. Abrock, LLC's two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Steve Burrows, Esq.            Legal Services        $3,455
5865 E. 2nd St.
Tucson, AZ 85711

Terry Esser, Esq.              Legal Services        $2,356
200 W. Magee Rd.
Ste. 150
Tucson, AZ 85704

B. Big Sky One, LLC's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ambit Funding/AHIFO-17, LLC    2 Acres Vacant Land   $10,775,000
24 S. River St.                Sierra Vista, AZ;
Wilkes Barre, PA 18702         value of security:
                               $600,000

Commercial Funding             2 Acres Vacant Land   $1,216,000
3333 N. Campbell               Sierra Vista, AZ;
Tucson, AZ 85718               value of security:
                               $1,200,000; value of
                               senior lien:
                               $21,686,470

Archwest                       Trade Debt            $45,000
1051 N. Columbus Blvd.
Ste. 103
Tucson, AZ 85711

Richard Glinski                2 Acres Vacant Land   $11,800
P.O. Box 37555                 Sierra Vista, AZ;
Phoenix, AZ 85069              value of security:
                               $600,000; value of
                               senior lien:
                               $12,005,235

Don Allen                      2 Acres Vacant Land   $8,000
Allen Con Survey               Sierra Vista, AZ;
3032 E. Wilcox Rd.             value of security:
Sierra Vista, AZ 85635         $600,000; value of
                               senior lien:
                               $10,775,000

C & K Development, Inc.        2 Acres Vacant Land   $6,235
7342 N. Casa Blanca Dr.        Sierra Vista, AZ;
Tucson, AZ 85741               value of security:
                               $600,000; value of
                               senior lien:
                               $10,783,000

Steve Burrows, Esq.            Legal Services        $600
5865 E. 2nd St.
Tucson, AZ 85711

Terry Esser Law Office         Legal Service         $500
200 W. Magee Rd., Ste. 150
Tucson, AZ 85704

C. Campstone Two, LLC's five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Terry Esser, Esq.              Legal Services        $17,562
200 W. Magee Rd.
Ste. 150
Tucson, AZ 85704

Steve Burrows, Esq.            Legal Services        $15,465
5865 E. 2nd St.
Tucson, AZ 85711

James Lynch                    Engineering Services  $15,000
7036 N. Finger Rock Pl.
Tucson, AZ 85718

Groom Law Firm                 Legal Services        $2,750

Chrissie's Bookkeeping         Services              $2,125

D. MCCP, LLC's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ambit Funding/AHIFO-17, LLC    285 Acres Vacant Land $10,775,000
24 S. River St.                in Development Stage
Wikles Barre, PA 18702         Palominas, AZ; value
                               security: $4,400,000

Commercial Funding             285 Acres Vacant Land $1,216,000
3333 N. Campbell               in Development Stage
Tucson, AZ 85718               Palominas, AZ;
                               value of security:
                               $8,800,000; value of
                               senior lien:
                               $21,674,000

Environmental Engineering      285 Acres Vacant Land $100,000
4625 E. Ft. Lowell             in Development Stage
Tucson, AZ 85712               Palominas, AZ; value
                               of security:
                               $4,400,000; value of
                               senior lien:
                               $11,909,000

Ricahrd Glinski                285 Acres Vacant Land $11,800
P.O. Box 37555                 in Development Stage
Phoenix, AZ 85069              Palominas, AZ; value
                               of security:
                               $4,400,000; value of
                               senior lien:
                               $12,009,000

Don Allen                      285 Acres Vacant Land $8,000
Allen Con Survey               in Development Stage
3032 Wilcox                    lominas, AZ; value
Sierra Vista, AZ 85635         of security:
                               $4,400,000; value of
                               senior lien:
                               $10,775,000

Steve Burrows, Esq.            Legal Services        $600
5865 E. 2nd St.
Tucson, AZ 85711

Terry Esser, Esq.              Legal Services        $500
200 W. Magee Rd.
Ste. 150
Tucson, AZ 85704


ACCENTIA BIOPHARMA: Launches $8.5 Mil. Private Placement Offering
-----------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., entered into definitive
agreements for an approximate $8.5 million private placement
offering of Secured Convertible Debentures and common stock
purchase Warrants to existing institutional investors.  Rodman &
Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc.
acted as the exclusive placement agent.  The closing of the
definitive agreements is expected to take place today subject to
the satisfaction of closing conditions.

Accentia intends to use the proceeds to support development,
regulatory and partnering strategies for SinuNase(TM) and
Revimmune(TM) and support general operations.

The debentures are convertible into company common stock at $1.10
per share.  After six months, the debentures will amortize through
thirty equal installments.  The company may at its option redeem
the debentures for an amount equal to 110% of the then outstanding
principal.  The debentures were issued at an 8% original issue
discount and bear interest at an annual rate of 8% payable monthly
commencing one year from closing.  The offering includes the
issuance of warrants, giving holders the right to purchase
approximately 2.8 million shares of company common stock,
exercisable at $1.21 per share with a six-year term.  The company
has agreed to file a registration statement under the Securities
Act of 1933 for the common shares to be issued upon conversion of
the debentures and the exercise of the warrants.

Accentia entered into agreements with purchasers participating in
this offering who are also investors in the company's previous
private placements, whereby the conversion price of outstanding 8%
Convertible Debentures issued in September 2006 and February 2007
and Preferred Series A-1 Stock issued in January 2008 held by such
investors is being adjusted to $1.25 per share.  Additionally, the
exercise price of the warrants issued in these prior financings
held by these purchasers is being adjusted to $1.50 per share.

As part of the closing of the offering, the company is required to
modify and restructure its agreement with Laurus Master Fund, Ltd.
to have Laurus release all of Laurus' liens on the company's
assets except for Laurus' first lien on the Analytica subsidiary
and the Company’s royalty interest in the BiovaxID(R) product
which will continue subject to modification in the final documents
with Laurus.

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

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

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

                       Going Concern Doubt

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

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


AMERICAN AIRLINES: Unveils More Details on 4th Qtr Capacity Cuts
----------------------------------------------------------------
American Airlines and its regional affiliate, American Eagle,
unveiled additional details of their capacity reductions for the
fourth quarter of 2008.  The reductions are in line with
American's initial plans -- announced May 21 -- of cutting fourth
quarter domestic capacity by 11 to 12 percent and regional
affiliate capacity by 10 to 11 percent versus fourth quarter 2007
levels. The changes are being instituted to reduce costs and
create a more sustainable supply-and-demand balance in today's
high fuel-cost environment.

The reductions involve additional schedule changes taking effect
in November.  Reductions announced May 27 will take effect in
September.

American is reducing flights at most of its principal operations.  
This announcement, combined with the previously announced round of
schedule reductions, means American will close its operations
entirely at three of its airports, while Eagle will close five of
its airports, out of a combined total of 250 airports for both.  
The airports/cities being closed are:

    * American -- Oakland, Calif. (previously announced); London
      Stansted (previously announced); and Barranquilla, Colombia

    * American Eagle -- Albany, N.Y.; Providence, R.I.;
      Harrisburg, Pa.; Samana, Dominican Republic (previously
      announced); and San Luis Obispo, Calif. American Eagle will
      also close its maintenance base in San Luis Obispo.

American plans to reduce its departures in Chicago by 28 flights
with American Eagle reducing 34 departures.  In St. Louis,
American will reduce departures by 8 flights with American Eagle
and AmericanConnection reducing 35 departures.  American will
reduce 19 departures at Dallas/Fort Worth along with 23 American
Eagle flight reductions.

The company also has decided to eliminate five AA flights and 37
American Eagle jet departures at LaGuardia Airport.  In addition
to the expected cost savings, these changes, coupled with
appropriate government action, could allow the airport to operate
with less chronic disruption and improve customer experience at
one of the nation's most congested airports.

"Today, the dependability and delay issues that exist at LaGuardia
have reached a crisis point and have a daily negative impact on
the overall customer service and performance for every airline
with flights at LaGuardia," said Bob Reding, American's Executive
Vice President -- Operations.

Historical data from the Bureau of Transportation Statistics on
operational performance at LaGuardia highlights the issues.  
During the last five years, for example, delays at LaGuardia have
increased 50 percent and now occur on one out of every four
departures, with these delays averaging more than one hour.  In
large part, these delays are attributable to Air Traffic Control's
inability to handle the scheduled service levels.

Likewise, inbound delays have increased by 55 percent and occur on
four out of every 10 arrivals, on average delaying arrivals by 60
minutes.  In addition, cancellations at the airport now average
over 5 percent, an increase of more than 50 percent.

American has called for the FAA and the Department of
Transportation to reduce the number of operations allowed at
LaGuardia by 20 percent -- or approximately 15 operations per hour
until FAA airspace redesign efforts, ATC modernization, and other
steps increase the level at which LaGuardia can operate reliably.

"As airport utilization increases, on-time arrival performance at
any airport declines," Reding said.  "The decline is particularly
evident as airport utilization exceeds 80 percent.  LaGuardia is
scheduled at over 100 percent and has the worst dependability in
the nation.  With the retirement of American's five operations per
hour at LaGuardia, the DOT will be able to achieve more than one-
third of the objective, and will be well on its way to providing a
real solution to the operational problems plaguing LaGuardia
today."

American and American Eagle regret the potential impact these
schedule changes will have on its people.  The company is in the
process of determining the overall impact on its employees, and it
is the company's intent to offer voluntary programs before moving
to involuntary separations.

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

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

                          *     *     *

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


AMERICAN COLOR: S&P Cuts Rating on $280MM Sr. Secured Notes to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Vertis
Inc.'s $350 million 10.875% senior unsecured notes due 2009 to 'D'
from 'C', and its corporate credit rating on the company to 'D'
from 'SD', following the company's failure to make an interest
payment on the notes due June 15, 2008.
     
S&P also lowered the corporate credit rating on American Color
Graphics Inc. to 'D' from 'SD', following the company's failure to
make an interest payment due June 15, 2008 on its $280 million 10%
senior secured second-priority notes due in 2010.
     
Vertis Inc. announced in a press release on May 30, 2008, that it
would not make interest payments due on June 1, 2008 and June 15,
2008.  On June 13, 2008, ACG announced in a press release that it
also would not make its interest payment due on June 15, 2008.  
S&P have received confirmation that the companies did not meet
these obligations.
     
S&P lowered the rating on ACG to 'SD' from 'CC' on Nov. 15, 2007
after the company's announcement that it received consent from
holders of at least 90% of the principal amount of the 10% notes
to defer the semi-annual payment of cash interest previously due
on Dec. 15, 2007.  On Apr. 8, 2008, S&P lowered the rating on
Vertis to 'SD' from 'CC' after the company elected to forego
making its interest payment due April 1, 2008.
     
On May 22, 2008, Vertis announced that it planned to merge with
ACG and that both companies would complete comprehensive
restructuring plans.  Under the restructuring proposal,
noteholders will exchange their notes for an aggregate of
$550 million in new notes and substantially all of the new equity
in the combined company.


AMERICAN HOME: BofA May Opt to File Competing Plan Absent a Deal
----------------------------------------------------------------
Bank of America, N.A., administrative agent for the prepetition
secured lenders owed more than $1,000,000,000 as of the Petition
Date, says it may file a competing plan of reorganization for
American Home Mortgage Investment Corp. and its affiliates if
their settlement with the Debtors is not consummated.

In March 2008, Bank of America entered into a deal with the
Official Committee of Unsecured Creditors, which represents
unsecured creditors, to allow the BofA-led secured creditors to
keep most of the proceeds from the sale of their collateral, while
sharing some to unsecured creditors.  The deal met opposition from
(i) WLR Recovery Fund III, L.P., the buyer of the Debtors' loan
servicing business, which said that the deal may allow unsecured
creditors to have priority in payments over its administrative
claims against the estate, and (ii) the Debtors, which said that
the agreement unfairly favors BofA.  Judge Christopher Sontchi,
nevertheless, approved the agreement.

During the same time, BofA had also clashed with the Debtors over
the disposal of 3,400 mortgage loans that had outstanding amounts
aggregating $584,000,000.  BofA wanted to market and sell the
rights to those loans by itself, asserting that their value has
"declined precipitously" due to the Debtors' refusal to promptly
take steps to sell the loans.  The U.S. Bankruptcy Court for the
District of Delaware, however, declined to approve the proposal
despite contentions by BofA that no creditors and only the Debtors
had objected to the proposal.

BofA says it is currently engaged in "extensive and productive"
negotiations with the Debtors to resolve, among other things,
plan-related issues.  BofA, however, has opposed a 90-day
extension of the period wherein only the Debtors have the right
to file a plan of reorganization.  BofA says it will file a
competing plan if the Court does not approve its settlement with
the Debtors by July 31.

                   About American Home

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

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

(American Home Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).      


AMERICAN LAFRANCE: Wants Court to Disallow Daimler's $12MM Claim
----------------------------------------------------------------
American LaFrance, LLC, filed an adversary proceeding against
Daimler Trucks North America LLC, formerly known as Freightliner
LLC, (i) seeking to avoid certain transfers it made to Daimler,
and (ii) asking the U.S. Bankruptcy Court for the District of
Delaware to disallow Claim No. 754 asserted by Daimler.

                 Freightliner Purchase Transaction

Freightliner, a division of Daimler Chrysler, owned and operated
the Old American LaFrance business from 1995 through December 14,
2005.  It sold all of the Old ALF assets to the present Debtor
pursuant to an Asset Purchase Agreement dated December 2005.   
Under a certain Transition Services Agreement, Freightliner
agreed to provide critical support and transition services and
generally work to transfer ownership to the Debtor.  The duration
of the transition services range from one to five years.  

In March 2008, Freightliner filed against the Debtor unsecured
Claim no. 754 for $12,013,728 due under the APA.  The Claim is
based in part on the same allegations Freightliner asserted in a
lawsuit in the Supreme Court of the State of New York on
December 10, 2007.

Pursuant to its Third Amended Plan of Reorganization, the Debtor
made known its intention to assume the Freightliner APA in April
2008.  In May 2008, the Debtor sought to terminate the
Freightliner TSA for material breaches on the part of
Freightliner.  

On May 21, 2008, the Parties stipulated to reserve all their
disputes with respect to the APA and the TSA in a future
adjudication of the issues.  

               Freightliner's Misrepresentations

Christopher A. Ward, Esq., at Polsinelli Shalton Flanigan
Suelthaus P.C., in Wilmington, Delaware, argues Freightliner,
which competes with the Debtor in certain respects, has actively
frustrated the Debtor's attempts to run the business successfully
and otherwise failed to abide by obligations set forth in the TSA
and the APA.  

Mr. Ward contends that Freightliner fraudulently induced the
Debtor to enter into the APA and to pay Freightliner a higher-
than-warranted purchase price on the basis of intentionally:

   (1) misrepresenting accounts receivables;

   (2) concealing product recall and design problems;

   (3) failing to disclose lack of good title to certain assets,
       including equipment in the Ladson, South Carolina
       facility; and

   (4) misrepresenting inventory, including valuing old and used
       parts as new and counting certain inventory not belonging
       to the Debtor as part of the Debtor's inventory.

"In each of these instances, [Freightliner] knowingly or with
reckless disregard made false representations or omissions," Mr.
Ward maintains.

Mr. Ward adds that during the Transition Period, Freightliner
abused its insider position, as evidenced by these actions:

   -- Freightliner overcharge the Debtor for certain services.

   -- Freightliner improperly charged the Debtor for warranty
      claims.

   -- Freightliner failed to transfer an extended warranty
      reserve to the Debtor a year after the purchase transaction
      was closed.

   -- Freightliner failed to properly account for aftermarket
      parts accounting and transfers.

   -- Freightliner refused to the Debtor to inspect its books and
      records as set forth in the TSA.

   -- Freightliner refused to pay for environmental remediation
      costs.

   -- Freightliner interfered with the Debtor's vendors and
      customer relationships.

   -- Freightliner failed to maintain confidentiality of certain
      proprietary business information, including financial
      information.

   -- Freightliner interfered with the Debtor's aftermarket
      parts business, by directly competing with the Debtor.

   -- Freightliner withheld critical engineering data.

Due to the Debtor's reliance on Freightliner in operating its
business, Freightliner caused the Debtor to transfer more than
$45,000,000 to Freightliner, Mr. Ward informs the Court.  "The
cumulative effect of the Transfer has been to force the Debtor
into bankruptcy and to cause the Debtor to suffer millions of
dollars in losses," he asserts.

                         Claim Objection

The Debtor also disputes Claim No. 754 for these reasons:

   -- The Debtor is not indebted to Freightliner in any amount.

   -- Freightliner's Claim is unenforceable against the Debtor
      and its property, under the TSA and applicable law;

   -- Freightliner's Claim is for services of an insider of the
      Debtor and exceeds the reasonable value of the services;
      and

   -- Freightliner's Claim conflicts with the Debtor's books and
      records.

Against this backdrop, the Debtor has alleged charges of
preferential transfer, fraudulent transfer, breach of the APA and
TSA, tortious interference with business relations,
misappropriation of trade secrets, and unjust enrichment against
Freightliner.

Accordingly, the Debtor asks the Court to:

   (a) sustain its objection to Claim No. 754;

   (b) avoid the Transfer pursuant to Sections 547 and 548 of the
       Bankruptcy Code;

   (c) allow it to recover the property transferred or the value
       of the property transferred, with interest, attorney's
       fees, and costs of suit and collection allowable by law;

   (d) disallow any claims held by Freightliner until it
       satisfies the judgment;

   (e) enter judgment against Freightliner awarding damages,
       including actual, consequential, punitive, exemplary,loss
       of credit reputation, lost profits, loss of business
       goodwill, cost of delay in performance, cost of
       mitigation, cost of substitute performance;

   (f) direct Freightliner to conduct an accounting in the form
       of a Books and Records Inspection and a third-party audit;
       and

   (g) award it attorney's fees and reasonable costs, with
       interest.

                    About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the
oldest fire apparatus manufacturers and one of the top six
suppliers of emergency vehicles in North America.  The company
filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del.
Case No. 08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers,
Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead
Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, are the Debtor's proposed local counsel.  
Pepper Hamilton, LLP is the proposed counsel of the Official
Committee of Unsecured Creditors. In its schedules of assets and
debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in
total assets and $89,065,038 in total debts.

(American LaFrance Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or              
215/945-7000).


AMERICAN TECH: April 30 Balance Sheet Upside-Down by $5.9 Million
-----------------------------------------------------------------
American Technologies Group Inc.'s consolidated balance sheet at
April 30, 2008, showed $17.2 million in total assets and
$23.1 million in total liabilities, resulting in a $5.9 million
total stockholders' deficit.

At April 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $11.4 million in total current
assets available to pay $23.1 million in total current
liabilities.

The company reported net income of $79,735 on net sales of
$7.3 million for the third quarter ended April 30, 2008, compared
with a net loss of $1.3 million on net sales of $8.8 million in
the same period ended April 30, 2007.

Revenues for the quarter ended April 30, 2008, were approximately
$6.3 million earned by North Texas and $1.0 million earned by
Whitco.  Revenues for the quarter ended April 30, 2007, were
approximately $8.3 million earned by North Texas and $501,215
earned by Whitco.

Cost of sales for the quarter ended April 30, 2008, was
approximately $5.1 million or 81.5% of revenue as compared to
$7.2 million or 86.9% of revenue for the same period last year for
North Texas.  The improved North Texas margin was primarily
attributable to a favorable mix of higher value added contracts.

Cost of sales for the quarter ended April 30, 2008, was
approximately $872,584 or 86.9% of revenue as compared to $630,427
or 125.8% of revenue for the same period last year for Whitco.  
The improved Whitco margin was primarily attributable to the
elimination of operating inefficiencies in the prior period.

Interest expense was $270,787 for the quarter ended April 30,
2008, as compared to $349,225 for the quarter ending April 30,
2007.  Financing expense was $1,003,693 during the quarter ended
April 30, 2007, related to default expenses due to Laurus.  No
financing expenses were incurred during the quarter ended
April 30, 2008, as the prepaid financing costs have been fully
amortized.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2008, are available for
free at http://researcharchives.com/t/s?2ea1

                       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.

Since its inception, the company has incurred significant
operating losses totaling $84.5 million.  In addition, the company
also received a letter from LV Administrative Services Inc.,
acting in the capacity of administrative and collateral agent for
Laurus Master Fund, that demands the immediate payment of all past
due amounts owed to Laurus Master Fund by Feb. 1, 2008.

As a result of our default and ongoing losses, the company's Board
and management has determined that it is advisable and in the best
interests of the company and its stockholders to sell all or
substantially all of the assets of Omaha Holdings Corp., a wholly
owned subsidiary of the company to a subsidiary of Laurus Master
Fund, which assets consist primarily of the issued and outstanding
stock of two wholly owned subsidiaries of Omaha Holdings Corp.  On
April 4, 2008, the Board approved the sale by majority vote and
resolved to refer the matter to the company's stockholders for
their approval.

After the sale the company will be without any operating assets.
It is anticipated that the company will retain approximately
$200,000 cash to be used to continue as a public entity while it
seeks other business opportunities.

                   About American Technologies

Based in Fort Worth, Texas, American Technologies Group Inc.
(Nasdaq: ATGR) -- http://www.ntxstl.com/-- 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 fiscal year
ended July 31, 2005, the company successfully continued these
efforts by settling various pending law suits and reducing
outstanding liabilities.  In September 2005, the company entered
into various financing transactions and acquired North Texas Steel
Company Inc.

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.  


ASSOCIATED EYE: Bankruptcy Aimed at Protecting Parent
-----------------------------------------------------
Bernadine Williams of Crain's Detroit Business (Mich.) reports
that five eye surgery centers have filed separate Chapter 11
bankruptcy petitions with the U.S. District Court for the Eastern
District of Michigan to protect each company from creditors
attempting to collect on the overall debt of the parent company.  

The centers are Associated Eye Institute of Detroit PC, Associated
Eye Specialists of Farmington Hills, Michigan Glaucoma Institute
P.C. in Dearborn Heights, Associated Surgical Center P.C. in
Dearborn Heights and Luna Cosmetic Centers P.C. in Troy.  They
were headed by ophthalmologist and eye surgeon Dr. Mazin Yaldo.

Luna Health Management, the umbrella organization, already filed
for bankruptcy in May in the same court.  The other entities filed
for creditor protection on June 18.  The filings came after
Comerica Bank sued because Luna failed to pay loans of about
$10 million.

The report said it is unclear how much Luna owes its 50-plus
creditors, but it is estimated that the individual entities could
owe between $1 million and $10 million each.  One of Luna Health
Management's creditors is Huntington Bank, which is owed an
estimated $1.8 million, its lawyer said, according to the report.

Associated Eye Institute of Detroit, PC and its affiliates are
involved in the health care business, specializing in eye
treatment.  Robert N. Bassel, Esq. represents the Debtors.  When
Associated Eye Institute of Detroit PC filed for bankruptcy, it
listed estimated assets of $500,000 to $1 million and estimated
debts of $1 million to $10 million.


ATA AIRLINES: Court Grants Panel Exemption from Sec. 1102(b)(3)(A)
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana has
directed the Official Committee of Unsecured Creditors in the
Chapter 11 case of ATA Airlines Inc. not to provide access to
confidential, nonpublic and proprietary information of ATA
Airlines, Inc., to creditors holding claims of the kind
represented by the panel.  

As reported in the Troubled Company Reporter on June 3, 2008,
the Creditors Panel asked the Court to exempt the company from
providing access to ATA Airlines Inc.'s confidential and
privileged information, as required under Section 1102(b)(3)(A) of
the Bankruptcy Code.

The Court ruled that the confidential information being received
by the Creditors Committee and other parties should only be
disclosed to:

   * counsel, experts or consultants retained by the Creditors
     Committee;

   * officers, directors  and counsel of the members of the
     Creditors Committee, provided that those members are not
     involved in a dispute or lawsuit filed against ATA
     Airlines;

   * data processing or information technology personnel or
     vendors involved in reproducing, coding, cataloging,
     processing, storing or retrieving the confidential
     information; and

   * any party with prior written consent of ATA Airlines.

Unless otherwise agreed to in writing by ATA Airlines and another
party, all legal documents attaching or disclosing confidential
information should be filed under seal, the Court further ruled.

The Creditors Committee is not also authorized to provide any
party access to information subject to the attorney-client
privilege, the attorney work product doctrine, or any other
immunity.

If a creditor submits a written request for the Creditors
Committee to disclose information, the panel is obliged to
respond within 20 days after receipt of the request.  The
creditor may, after meeting with ATA Airlines' or the Creditors
Committee's representative, ask the Court to compel the
disclosure of the information if it is denied of its request.

However, if the Creditors Committee agrees that the request must  
be granted albeit it implicates confidential or privileged
information, the panel has to notify ATA Airlines so that the
airlines could file its objection within 15 days after receiving
the request from the Creditors Committee.

                      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: Panel May Employ Hostetler Kowalik as Local Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana has
granted permission to the Official Committee of Unsecured
Creditors in ATA Airlines Inc.'s Chapter 11 bankruptcy case to
retain Hostetler & Kowalik, P.C., as its local counsel.

The Creditors Committee selected Hostetler because of the firm's
extensive experience.  The firm was also recommended to the
Creditors Committee by Otterbourg, Steindler, Houston & Rosen
P.C., the panel's proposed lead counsel.

As local counsel for the Creditors Committee, Hostetler will:

   (1) provide legal advice to the Creditors Committee
       concerning the panel's duties and powers in connection
       with the continued operation of the business and
       management of ATA Airlines, Inc.'s property;

   (2) examine the conduct of ATA Airlines' affairs;

   (3) examine ATA Airlines' officers, employees and other
       witnesses to determine if the airlines has made  
       preferential transfers of its property;

   (4) assist the Creditors Committee in negotiating with ATA
       Airlines concerning the terms of its proposed Chapter 11
       plan; and

   (5) provide other legal services for the Creditors Committee
       and Otterbourg when necessary.

In exchange for its services, Hostetler will be paid on an hourly
basis and will be reimbursed for any expenses it may incur in the
rendition of its services.  The firm's professionals and their
hourly rates are:

   Partner/Senior Counsel   $300 - $350
   Associate                $185 - $275   
   Paralegal                 $95 - $125

Jeffrey Hokanson, Esq., a member of Hostetler & Kowalik, P.C.,
assured the Court that his firm does not hold or represent any
interest adverse to the Creditors Committee, ATA Airlines and its
estate.  He adds that the firm is a "disinterested person" as
that phrase is defined in Section 101(14) of the Bankruptcy Code.

                      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).


ATLAS PIPELINE: Prices $250MM Offering of Senior Unsecured Notes
----------------------------------------------------------------
Atlas Pipeline Partners L.P. priced its offering of $250 million
of senior unsecured notes due in 2018 in a private placement at
par with a coupon rate of 8.75%.  

On June 23,2008, Atlas Pipeline disclosed that it intends to offer
$300 million of senior unsecured notes in a private placement,
subject to market conditions.

The Partnership intends to use the net proceeds from this offering
to repay a portion of its outstanding indebtedness under its
senior secured term loan and senior secured revolving credit
facility.

Headuquartered in Moon Township, Pennsylvania, Atlas Pipeline
Partners L.P. (NYSE:APL) is a limited partnership and a midstream
energy services provider engaged in the transmission, gathering
and processing of natural gas.  The company provides natural gas
gathering services in the anadarko basin and golden trend area of
the mid-continent United States, and the appalachian basin in the
eastern United States.  It provides natural gas processing
services in Oklahoma.  The company also provides interstate gas
transmission services in south eastern Oklahoma, Arkansas and
south eastern Missouri.  The company conducts its business through
two operating segments: mid-continent operations and appalachian
operations.  The company's operations are conducted through
subsidiaries whose equity interests are owned by Atlas Pipeline
Operating partnership L.P., a wholly owned subsidiary of the
company.  On May 2, 2006, the company acquired the remaining 25%
interest in NOARK Pipeline System Limited partnership, from
Southwestern Energy company.


ATLAS PIPELINE: Moody's Gives B1 CFR, B3 to Planned $300MM Notes
----------------------------------------------------------------
Moody's Investors Service affirmed Atlas Pipeline Partners, L.P.'s
B1 Corporate Family Rating and changed its rating outlook to
stable from negative.  Moody's assigned a B3 rating (LGD-5, 82%)
to Atlas' proposed $300 million of senior unsecured notes due 2018
and changed the LGD point estimate on its existing 8.125% senior
unsecured notes due 2015 to LGD-5 (82%) from LGD-6 (90%).

Moody's upgraded Atlas' senior secured credit facilities to Ba2
(LGD-2, 27%) from Ba3 (LGD-3, 39%) due to the reduced proportion
of senior secured debt in the capital structure.  Proceeds from
the proposed notes will be used to repay borrowings under the
credit facilities.

Atlas' B1 CFR continues to reflect its size and moderate leverage
relative to similarly rated Ba3/B1 peers including Copano Energy,
MarkWest Energy Partners, Regency Energy Partners, and Targa
Resources Partners.  As of March 31, 2008, Atlas' pro forma
debt/LTM EBITDA was approximately 4.5x, but this is expected to
decrease to 4x or below by the end of 2008 primarily reflecting
the benefits of the early termination of out-of-the-money
commodity hedges.

The change in Atlas' outlook to stable reflects its successful
integration of the assets acquired from Anadarko last year and
strong volume growth on its systems.  Moody's views the hedge
take-out as a short-term positive given that it was funded with
equity; however, it is seen as neutral for purposes of long-term
ratings.

Moody's observes that even though Atlas will initially have higher
commodity price risk as a result of taking out the hedges,
approximately 72% of its run-rate gross margin will remain hedged
or come from fee-based contracts.

Atlas Pipeline Partners, L.P. is headquartered Moon Township,
Pennsylvania.


AURIGA LABORATORIES: Cancels $2.5 Million Dutchess Private Deal
---------------------------------------------------------------
Auriga Laboratories, Inc. notified Dutchess Private Equities Fund,
Ltd. that it was terminating a $2.5 million Investment Agreement,
effective June 30, 2008.

In December 2007, the company entered into an Investment  
Agreement with Dutchess Private to provide long-term expansion
capital to the company.  The Investment Agreement, in the form of
an Equity Credit Line, provides for Auriga to have the right to
require Dutchess to purchase up to $2.5 million of the company's
common stock at a 7% discount to market over the course of 36
months after a registration statement has been declared effective
by the U.S. Securities and Exchange Commission.

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.

Auriga Laboratories Inc.'s consolidated balance sheet at March 31,
2008, showed $4,603,493 in total assets and $12,523,739 in total
liabilities, resulting in a $7,920,246 total stockholders'
deficit.

                      Going Concern Doubt

PMB Helin Donovan, LLP, in San Francisco, expressed 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, 2007.  The auditing firm
pointed to the company's significant recurring operating losses
and negative working capital at Dec. 31, 2007.

The company has incurred operating losses each year since its
inception and had an accumulated deficit of $37,802,283 as of
March 31, 2008.


AVANTAIR INC: March 31 Balance Sheet Upside-Down by $28.1 Million
-----------------------------------------------------------------
Avantair Inc.'s consolidated balance sheet at March 31, 2008,
showed $189.8 million in total assets, $203.5 million in total
liabilities, and $14.4 million in convertible preferred stock,
resulting in a $28.1 million total stockholders' deficit.

At March 31, 2008, the company's consolidated financial statements
also showed strained liquidity with $51.7 million in total current
assets available to pay $83.1 million in total current
liabilities.

The company reported a net loss of $5.4 million for the third
quarter ended March 31, 2008, compared with a net loss of
$7.4 million in the same period ended March 31, 2007.

"We are pleased to report strong year-over-year increases in all
our revenue streams, led by the more than 50% increase in
fractional share revenue and nearly 50% increase in maintenance
and management fee revenue," commented Mr. Steven Santo, chief
executive officer of Avantair.  

"We are uniquely positioned to take advantage of the market for
fractional aircraft ownership and we are more focused than ever on
driving our business to capture greater market share from our
competitors and reaching the critical mass needed to achieve
profitability.  Our sales are trending in a positive direction,
which is a direct result of the shift in the way we market our
product and the positive response consumers are having to our
value proposition."

Total revenues for the third quarter of fiscal 2008 increased
approximately 51% to $29.9 million, from $19.9 million in the
third quarter of fiscal 2007.

Revenues from fractional aircraft shares sold were $11.2 million
versus $7.4 million, an increase of 51%, primarily due to a 36%
increase in the number of fractional shares sold to 624.5 through
March 31, 2008, from 458.0 at March 31, 2007.

Revenues from maintenance and management fees were $15.0 million,
an increase of 49%, primarily reflecting the aforementioned 36%
increase in aircraft shares sold.  

Charter card revenue was $1.9 million, up 42% from approximately
$1.4 million for the three months ended March 31, 2008, and
March 31, 2007, respectively.  This reflects an increase in hours
flown by customers using the company's card program.

Demonstration and other revenues, which consist of charges for
demonstration flights, fees for remarketing of used aircraft
shares, and rent and fuel sales from the company's FBO operations,
increased approximately 80% to $1.8 million for the quarter from
$1.0 million in the year-ago period.

The cost of flight operations, along with the cost of fuel,
increased 30% to $18.1 million for the third quarter of fiscal
2008 from $13.9 million for the same year-ago period, primarily
due to an increase of $2.3 million in fuel prices and flight fees,
which includes landing fees, an increase of $1.6 million in pilot
expenses, and an increase of $600,000 in maintenance expenses.

G&A expenses for the quarter increased to $5.5 million from
$4.1 million for the same period last year, primarily due to an
increase of $500,000 in expenses related to fixed-based operations
in Clearwater, Florida and Camarillo, California, an increase in
legal, accounting and other costs related to being a public
company and increases in other costs related to the increase in
fleet size and customer base, including training, systems and
personnel costs.  

Depreciation and amortization expenses were $1.1 million for the
three months ended March 31, 2008, compared to $300,000 for the
same period last year, primarily due to two aircraft being
reclassified from available for sale to fixed assets during the
fourth quarter of fiscal year 2007.  Depreciation expense for the
entire year on those assets was booked in the fourth quarter of
fiscal year 2007, which was when management made the decision to
retain the aircraft for internal use.

Selling expenses remained relatively flat for the three months
ended March 31, 2008.

Loss from operations was $5.2 million for the three months ended
March 31, 2008, a decrease of 19% from $6.3 million for the three
months ended March 31, 2007 for the reasons set forth above.

Mr. Santo continued, "The month over month net loss results
starting from January and continuing into May are showing solid
improvements, which further demonstrate the initiatives put in
place to increase operating efficiency are having a positive
effect on our business.  With the addition of key senior
executives combined with the implementation of software
applications to better guide internal controls, we believe we are
well positioned to leverage our existing business and continue to
execute according to plan."

            Year to Date Fiscal 2008 Financial Results

For the nine months ended March 31, 2008, total revenues increased
approximately 54% to $84.2 million, from $54.6 million for the
first nine months of fiscal 2007.

Loss from operations was $14.5 million for the nine months ended
March 31, 2008, an increase of 6% from $15.4 million for the nine
months ended March 31, 2007.  Net loss decreased to $15.5 million
for the nine months ended March 31, 2008, compared to a net loss
of $17.8 million for the same period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e9d  

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 2, 2007,
Jericho, N.Y.-based J.H. Cohn LLP expressed substantial doubt
about Avantair Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  

The company has suffered recurring losses resulting in an
accumulated deficit of $73.6 million and a working capital
deficiency of $31.4 million as of March 31, 2008.

                       About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR) --
http://www.avantair.com/-- offers private travel solutions for  
individuals and companies at a fraction of the cost of whole
aircraft ownership.  The company is the sole North American
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  Avantair is the fifth largest company in the North
American fractional aircraft industry and the only stand-alone
fractional operator.  The company currently manages a fleet of 47
Piaggio Avanti P.180 aircraft, with another 60 Piaggio Avanti IIs
on order through 2013.


AVANTAIR INC: Reduces Per-share Exercise Price of Warrants
----------------------------------------------------------
Avantair Inc. approved a warrant retirement program.  Pursuant to
the program, the company will offer the holders of its 13,800,000
publicly traded warrants the opportunity to exercise those
warrants on amended terms for a limited time.  The company is
modifying the 13,800,000 warrants to reduce the per-share exercise
price from $5.00 to $3.00.

In addition, for each warrant exercised by a holder at the reduced
exercise price, the holder will have the option to engage in a
cashless exercise by exchanging ten additional warrants for one
additional share of common stock.  Warrants tendered for cashless
exercise may only be tendered in groups of ten and no fractional
shares will be issued for odd lots of nine or less.

For example, a holder of 100 warrants who wishes to take maximum
advantage of the cashless exercise feature will exercise nine
warrants in a cash exercise, thereby receiving nine shares of
common stock and becoming eligible to tender up to 90 warrants in
a cashless exercise.  The holder will tender the 90 warrants in a
cashless exercise and receive nine additional shares of common
stock.  The one remaining warrant would only be exercisable on a
cash basis.  In connection with the warrant retirement program,
the company filed a Tender Offer Statement on Schedule TO and
related documents with the SEC.

The company will open the warrant retirement program to warrant
holders as soon as practicable after the amendment on Form S-3 is
declared effective and the Form TO and related documents have been
cleared by the SEC.

To participate, holders of warrants will be required to tender
such warrants prior to the expiration of the warrant retirement
program period.  Tenders of existing warrants may be withdrawn at
anytime on or prior to the expiration of the period.  Withdrawn
warrants will be returned to the holder in accordance with the
terms of the program.  Upon termination of the program, the
original terms of the warrants will be reinstituted, the exercise
price will revert to $5.00 and the warrants will expire on
Feb. 23, 2009, unless earlier redeemed according to their original
terms.

The company established the reduced exercise price of $3.00 per
share, with the corresponding cashless exercise option, in an
effort to induce the exercise of a substantial number of the
publicly traded warrants.  The company believes that its
stockholders will derive three primary benefits from the warrant
transaction:

   * raising additional capital to fund its growth,

   * the simplification of its capital structure, and

   * the reduction in the overhang of the publicly traded warrants
     on its common stock.

The company also believes that an increase in the number of
outstanding shares of common stock resulting from the exercise of
warrants will provide greater liquidity for its common stock.
  
The company will offer to its directors and executive officers who
own publicly traded warrants the opportunity to exercise those
warrants on the same terms as any other holder of the warrants.  
The company believes that these directors and executive officers
intend to exercise all of their warrants, taking full advantage of
the cashless exercise feature.  Collectively, the directors and
officers of the company own 499,626 of the publicly traded
warrants.

The company's Board of Directors has approved the warrant
retirement program.  However, neither the company nor any of its
directors, officers or employees makes any recommendation as to
whether to exercise warrants.  Each holder of warrants must make
its own decision as to whether to exercise some or all of its
warrants.

In connection with the warrant retirement program, Avantair filed
with the SEC a post-effective amendment on Form S-3 to the
company's Registration Statement on Form S-1 (No. 333-121028).  
Upon effectiveness of the amendment, the registration statement
will be available for the issuance of shares of common stock upon
exercise of the company's outstanding publicly traded warrants.

                       About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR) --
http://www.avantair.com/-- offers private travel solutions for    
individuals and companies at a fraction of the cost of whole
aircraft ownership.  The company is the sole North American
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  The company currently manages a fleet of 39 fractional
aircraft plus 7 core planes, with another 63 Piaggio Avanti IIs on
order through 2012.  It also has announced an order of 20 Embraer
Phenom 100s.

  
B/E AEROSPACE: Moody's Assigns Ba2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed B/E Aerospace, Inc.'s existing
Corporate Family rating of Ba2 and assigned a Ba3 rating to the
company's planned issuance of $500 million of unsecured notes and
(P)Ba1 ratings to the company's new secured bank credit facilities
for up to $850 million.

At the same time the rating agency affirmed the Ba1 ratings on
B/E's existing bank facilities as well as the company's SGL-1
liquidity rating.  The outlook is stable.

The issuance of $500 million of senior unsecured notes due in 2018
and plans for $850 million of new bank credit facilities follow
B/E's announcement of its agreement to purchase the Consumables
Solutions Business of Honeywell International Inc. in a
transaction valued at $1.05 billion.

B/E's new secured bank credit facilities will consist of a
$350 million revolving credit facility with a five year commitment
and up to a $500 million term loan with a six year maturity.

Collective proceeds from the financing would be used to fund the
cash portion of the HCS acquisition which could vary depending
upon the value attributed to 6 million shares of B/E that would be
given to Honeywell as part of the total consideration and to repay
an existing $150 million term loan.

Although the acquisition and related financing will increase B/E's
leverage, the company's improving profitability across all of its
business segments, earlier equity issuance and cash flows over the
last several years had significantly de-levered the firm and
created scope to accommodate an acquisition the size of HCS.

Assuming all contemplated transactions close, the new capital
structure will diversify the company's source of funds, extend its
debt maturity horizon as well as improve its liquidity profile.  
The HCS transaction will increase B/E's scale in its aerospace
distribution business which is expected to become B/E's largest
segment in terms of revenues and operating profits.

Moody's estimates pro forma metrics of debt/EBITDA of under 3
times and EBITA/interest coverage of 4.5 times, levels which are
solid for the rating category.  Going forward, material levels of
free cash flow should also be generated. Consequently, B/E's
Corporate Family and Probability of Default Ratings of Ba2 have
been affirmed.

The stable outlook flows from several factors.  The company's
sizable backlog reflects healthy OEM build-rates and retrofit
demand and indicates these trends should continue.  Industry
conditions remain conducive for further increases in revenues and
earnings over the intermediate term.

Diversification has broadened as a result of the HCS acquisition
through geographic expansion in the company's business with
customers located outside of North America.  These elements
combined with a very good liquidity profile support a stable
outlook despite weakness across the domestic airline industry.

Ratings affirmed:

  -- Corporate Family, Ba2
  -- Probability of Default, Ba2
  -- $150 million secured bank term loan, Ba1 (LGD-3, 37%)
  -- $200 million secured revolving credit facility, Ba1 (LGD-3,
     37%)

  -- Speculative Grade Liquidity, SGL-1

Ratings assigned:

  -- $500 million secured term loan, (P)Ba1 (LGD-2, 26%)
  -- $350 million secured revolving credit facility, (P)Ba1 (LGD-
     2, 26%)

  -- $500 million senior unsecured notes, Ba3 (LGD-5, 79%)

Ratings on the company's existing $150 million term loan will be
withdrawn upon its repayment, and on the current $200 million
revolving credit facility should the new bank credit facilities
close.  Conditions precedent to the new bank credit facilities
include the concurrent closing of the HCS transaction.

The (P) modifier on the new bank credit facilities would be
removed upon their closing.  Moody's notes that loss given default
assessments, expected loss estimates and resultant rating on
continuing obligations of B/E could be affected by the final
amounts and mix of secured and unsecured debt in the capital
structure.  The last rating action was on June 10, 2008 at which
time the company's Ba2 Corporate Family and other ratings were
affirmed.

B/E Aerospace, Inc., based in Wellington, FL, is the world's
largest manufacturer of commercial and general aviation cabin
interior products and a major independent distributor of aerospace
fasteners.

B/E's product line includes commercial aircraft seats, equipment
for aircraft food and beverage preparation and storage, business
jet and general aviation interior products, aircraft oxygen
delivery systems, and a broad line of aerospace fasteners.  Last
twelve months' revenues at March 31, 2008 were approximately
$1.8 billion.


BANC OF AMERICA: S&P Chips Ratings on Six Nonpooled Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of pooled commercial mortgage pass-through certificates
from Banc of America Commercial Mortgage Inc.'s series 2005-6.  
Concurrently, S&P affirmed its ratings on six classes of nonpooled
certificates and affirmed our ratings on 17 other classes from
this series.
     
The downgrades reflect the credit deterioration of the pool;
specifically, 13 loans have a reported a debt service coverage
below 1.0x.  In addition, four loans are in their interest-only
periods, which means they will have DSCs of less than 1.0x when
their amortization period begins in 16 months or less.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.  In
addition, the affirmations of the nonpooled certificates reflect
the stable operating performance of the KinderCare Portfolio loan.
     
As of the June 10, 2008, remittance report, the collateral pool
consisted of 163 loans with an aggregate trust balance of
$2.701 billion, compared with the same number of loans totaling
$2.742 billion at issuance.  The master servicer, Bank of America
N.A., reported financial information for 100% of the pool.  
Ninety-seven percent of the servicer-provided information was
full-year 2007 data.  There are 13 loans in the pool, totaling
$137.2 million (5%), that have a reported DSC of less than 1.0x.  
The loans are secured primarily by a variety of office,
multifamily, retail, and self-storage properties, with an average
balance of $10.6 million and an average decline in DSC of 34%
since issuance.  Standard & Poor's calculated a weighted average
DSC for the entire pool of 1.81x, up from 1.73x at issuance.  

There is one loan with the special servicer, LNR Partners Inc.,
and there are currently no delinquent loans in the pool.  To date,
the trust has not experienced any losses.  Details of the
specially serviced asset are:

     -- Summit Woods Apartments is a 318-unit multifamily property
        in Topeka, Kansas, with a total exposure of $18.8 million,
        including servicing advances and interest thereon.  The
        loan was transferred to the special servicer in November
        2007 due to monetary default on the senior and subordinate
        debt.  LNR has entered into a forbearance agreement with
        the borrower and the monetary default has been cured.  The
        loan will be returned to the master servicer in the
near         
        future.  The property reported a year-end 2007 DSC of
        0.80x and an occupancy of 90%.
     
Bank of America reported a watchlist of 22 loans ($172.3 million,
6%).  The One Old Country Road loan ($51.1 million, 2%) is the
largest loan on the watchlist.  The loan is secured by a 320,408-
sq.-ft. office property in Carle Place, New York.  The loan
appears on the watchlist because the property reported a year-end
2007 DSC of 0.82x and an occupancy of 90%.
     
The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.
     
The top 10 loans have an aggregate outstanding balance of
$1.171 billion (47%) and a weighted average DSC of 2.20x, down
from 2.22x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  Two properties were
characterized as "excellent," while the remaining properties were
characterized as "good."
     
Seven loans in the pool had credit characteristics consistent with
those of investment-grade obligations at issuance, and all of the
loans continue to exhibit similar credit characteristics. Details
of the two largest loans are:

     -- The largest exposure in the pool, 277 Park Avenue, has a
        trust balance of $260.0 million (9%) and a whole-loan
        balance of $500.0 million.  The whole loan consists of
        three pari passu senior participations, which are all         
        securitized.  In addition, the borrower's equity interests
        secure mezzanine debt totaling $200.0 million.  The loan
        is collateralized by the fee interest in a 1,767,528-sq.-
        ft. office building in midtown Manhattan.  For the year-
        ended Dec. 31, 2007, DSC was 2.50x and occupancy was 100%.
        JPMorgan Chase & Co. (AA-/Negative/A-1+) is the largest
        tenant at the property, occupying 77% of the net rentable
        area until 2021.  Standard & Poor's adjusted value for
        this loan is comparable to its level at issuance.

     -- The KinderCare Portfolio is the second-largest loan in the
        pool with a trust balance of $146.3 million (5%) and a
        whole-loan balance of $633.8 million.  The whole loan
        consists of three pari passu senior participations, which
        are all securitized, and a $195.0 million junior
        participation that is securitized on a nonpooled basis.  
        The six "KC" certificates derive 100% of their cash flows
        from the properties backing the KinderCare Portfolio loan.
        In addition to the whole loan, the borrower's equity
        interests secure mezzanine debt totaling $50.0 million.

        The loan is collateralized by 713 early childhood
        education centers in 37 states.  California (10%) and
        Illinois (10%) have the largest geographic concentration
        of the collateral properties.  For the year ended Dec. 31,
        2007, DSC was 2.02x. Standard & Poor's adjusted value for
        this loan is comparable to its level at issuance.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the affirmations.
        

                        Ratings Lowered

         Banc of America Commercial Mortgage Inc. (pooled)
    Commercial mortgage pass-through certificates series 2005-6

                      Rating
                      ------
           Class    To      From      Credit enhancement
           -----    --      ----      ------------------
           L        BB      BB+              2.79%
           M        B+      BB               2.16%
           N        B       BB-              2.03%
           O        B-      B+               1.78%
           P        CCC+    B                1.65%
           Q        CCC     B-               1.27%

                        Ratings Affirmed
     
         Banc of America Commercial Mortgage Inc. (pooled)
    Commercial mortgage pass-through certificates series 2005-6
   
                Class    Rating   Credit enhancement
                -----    ------   -------------------
                A-1      AAA            30.46%
                A-2      AAA            30.46%
                A-3      AAA            30.46%
                A-4      AAA            30.46%
                A-SB     AAA            30.46%
                A-M      AAA            20.31%
                A-J      AAA            12.31%
                B        AA+            11.30%
                C        AA             10.15%
                D        AA-             9.39%
                E        A+              8.63%
                F        A               7.36%
                G        A-              6.47%
                H        BBB+            5.46%
                J        BBB             4.32%
                K        BBB-            3.30%
                XW       AAA              N/A

        Banc of America Commercial Mortgage Inc. (nonpooled)
    Commercial mortgage pass-through certificates series 2005-6

             Class    Rating        Credit enhancement
             -----    ------        ------------------
             KC-A     A+                    N/A
             KC-B     A                     N/A
             KC-C     A-                    N/A
             KC-D     BBB+                  N/A
             KC-E     BBB                   N/A
             KC-F     BBB-                  N/A

                       N/A -- Not applicable.


BANKERS LIFE: Best Affirms 'B(Fair)' FS and 'bb' IC Ratings
-----------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to
B+(Good) from B(Fair) and issuer credit rating to "bbb-" from
"bb+" of Bankers Insurance Group and its member, Bankers Insurance
Company.  Concurrently, A.M. Best has upgraded the FSR to B+(Good)
from B(Fair) and the ICR to "bbb-" from "bb" of First Community
Insurance Company.  This company, which previously had been
separately rated, has been added to the Group.

In addition, A.M. Best has affirmed the FSR of B(Fair) and ICR of
"bb" of the Group's separately rated life/health affiliate,
Bankers Life Insurance Company.  The outlook for all ratings is
stable.  All entities are located in St. Petersburg, Florida.

The rating actions on the Group reflect its improved risk-adjusted
capitalization, expertise in the homeowners and small commercial
niches and underwriting enhancements, which have led to improved
underwriting performance in recent years.  These positive rating
factors are somewhat offset by historical variability in surplus
and underwriting performance, elevated underwriting expense ratios
and susceptibility to frequent and severe weather-related events
due to the Group's exposure in the Florida marketplace.

The ratings of Bankers Life recognize its operating losses from
new business strain in the annuity market and the company's weak
risk-adjusted capitalization.  Partially offsetting these factors
is the potential improvement in earnings performance in the
annuity marketplace through a combination of good surrender charge
protection and new business production.


BIOMARIN PHARMACEUTICAL: S&P Changes Outlook to Pos. from Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Novato,
California-based BioMarin Pharmaceutical Inc. to positive from
stable, and affirmed its 'B-' corporate credit and 'CCC'
subordinated debt ratings on the company.
     
"The outlook revision reflects BioMarin's improving financial
performance, based on strong sales growth of its three key
products," said Standard & Poor's credit analyst Arthur Wong.
     
S&P's speculative-grade rating on BioMarin Pharmaceutical Inc.
reflects the company's expected cash outflows in the intermediate
term, primarily because of increasing research and development
expenditures and marketing costs, and still narrow product
portfolio.  These factors partly are offset by BioMarin's
improving operating performance and adequate liquidity.
     
BioMarin specializes in the development and commercialization of
drugs that treat serious enzyme deficiency-related diseases.  The
company has three main products--Aldurazyme, an enzyme replacement
therapy for the treatment of the genetic disease
mucopolysaccharidosis I (MPS I); Naglazyme, a drug for the
treatment of MPS VI; and the recently launched Kuvan, a small
molecule treatment for phenylketonuria, an inherited metabolic
disease.  All three products address niche disease markets, enjoy
orphan drug status, and are very early in their product lives,
having been launched within the past five years.
     
Because of the increasing sales of its three key products, S&P
expect the company to soon turn profitable on a sustainable basis,
and to be cash flow positive soon after.  BioMarin does not have
any significant debt maturities until 2013, and both outstanding
debt issues are convertibles.
     
BioMarin has more than adequate liquidity.  As of March 31, 2008,
the company had $574 million in cash on hand.  Free cash flows,
while still negative, have also been improving, and there are no
significant debt maturities in the intermediate term.


BOSTON HERALD: Plans to Outsource Printing Will Eliminate 160 Jobs
------------------------------------------------------------------
Boston Herald owner Patrick J. Purcell is pursuing his plans to
print the paper elsewhere - a move that will eliminate between 130
and 160 jobs, various reports say.

Reports say that no definitive agreement has been reached yet to
print the Herald offsite.

Mr. Purcell's tentative plan is to print the Herald at the Wall
Street Journal plant in Chicopee every day except Friday, reports
relate.  On Friday, if the plan comes to fruition, the Herald will
print at Gannett Offset in Norwood, reports note.

According to reports, Mr. Purcell has spoken with the owners of
the Globe, which prints some South Shore dailies, about printing
the Herald at one of its plants but the paper declined.  The
reason why Globe declined was not disclosed.

Reports indicate that Herald's existing presses are already 50
years old and are causing problems with the newspaper's quality,
reproduction and readability.

Mr. Purcell will meet with representatives from the paper's 11
unions on Tuesday, July 1, to discuss his plans, reports state.

Reports, citing Mr. Purcell, say that the severance package will
be determined within 90 days.

The process will exclude employees from the editorial department,
reports add.  Reports point out that the editorial operations will
move to a yet-to-be-determined location, as it will be closely
tied to the acquisition of a new editorial computer system.

                        About Boston Herald

Headquartered in Boston, Massachussetts, Boston Herald Inc. --
http://www.bostonherald.com-- publishes the Boston Herald  
newspaper, which competes for readers with The Boston Globe, owned
by The New York Times Company.  The Boston Herald traces its roots
back to 1846 when the city saw the first copy of The Herald
published.


BT TRIPLE: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service assigned a (P)B2 Corporate Family Rating
and a (P)B2 Probability of Default Rating to BT Triple Crown
Merger Co., Inc..  In addition, Moody's assigned a (P)B1 rating to
MergerCo's proposed $15.77 billion senior secured credit
facilities and a (P)Caa1 rating to its proposed $2.31 billion
guaranteed senior unsecured notes.  The rating outlook is stable.

Moody's also assigned a speculative grade liquidity rating of SGL-
2 to MergerCo.  MergerCo is an acquisition company formed by the
private equity sponsors that will be merged with and into Clear
Channel Communications, Inc. to complete the acquisition with
Clear Channel as the surviving corporation and Clear Channel
assuming MergerCo's debt obligations.

All of MergerCo's ratings are provisional and are expected to be
affirmed and transitioned to Clear Channel upon completion of the
Clear Channel buyout as currently contemplated.

While Clear Channel's existing ratings remain under review for
possible downgrade pending shareholder approval and actual closing
of the LBO, Moody's notes that the company's senior unsecured
notes will likely be downgraded to Caa1 from Baa3 if the
transaction closes as currently contemplated.

Moody's has taken these rating actions:

Issuer: BT Triple Crown Merger Co., Inc.

  -- Corporate Family Rating -- Assigned (P)B2
  -- Probability of Default Rating -- Assigned (P)B2

  -- $2.0 Billion 6-year Senior Secured Revolving Facility --
     Assigned (P)B1 (LGD 3, 35%)

  -- $1.115 Billion 6-year Senior Secured Tranche A Term Loan
     Facility -- Assigned (P)B1 (LGD 3, 35%)

  -- $10.7 Billion 7.5-year Senior Secured Tranche B Term Loan
     Facility -- Assigned (P)B1 (LGD 3, 35%)

  -- $705.638 Million 7.5-year Senior Secured Tranche C Term Loan
     Facility -- Assigned (P)B1 (LGD 3, 35%)

  -- $750 Million 7.5-year Senior Secured Delayed Draw Term Loan 1
     Facility -- Assigned (P)B1 (LGD 3, 35%)

  -- $500 Million 7.5-year Senior Secured Delayed Draw Term Loan 2   
     Facility -- Assigned (P)B1 (LGD 3, 35%)

  -- $980 Million Senior Cash Pay Notes due 2016 -- Assigned
     (P)Caa1 (LGD 5, 82%)

  -- $1.330 Billion Senior Toggle Notes due 2016 -- Assigned
     (P)Caa1 (LGD 5, 82%)

  -- Speculative Grade Liquidity Rating -- Assigned SGL-2

The outlook is stable.

These ratings remain under review for possible downgrade:

Issuer: Clear Channel Communications, Inc.

  -- Senior Unsecured Bonds --Baa3
  -- Multiple Seniority Shelf -- (P)Ba2

Issuer: Chancellor Media Corporation of Los Angeles

  -- Senior Unsecured --Baa3

Issuer: CCCI Capital Trust I

  -- Preferred Stock Shelf -- (P)Ba1

Issuer: CCCI Capital Trust II

  -- Preferred Stock Shelf -- (P)Ba1

Issuer: CCCI Capital Trust III

  -- Preferred Stock Shelf -- (P)Ba1

Pro-forma for the completion of the transaction and the merger of
MergerCo into Clear Channel with Clear Channel as the surviving
entity, MergerCo's B2 rating reflects the company's dominant
scale, its strong and leading market position in the radio and
outdoor advertising businesses within the U.S., good operating
margins and substantial geographic diversity in its domestic and
international businesses.

The high debt-to-EBITDA leverage and the substantial interest
burden resulting from the $24.5 billion leveraged buyout of the
company by the private equity sponsors nevertheless place the
rating in the single B range.  The rating incorporates the
company's modest free cash flow-to-debt metric pro-forma for the
completion of the buyout.  

Moody's, however, believes that the financing structure --
including the option to PIK interest on the $1.33 billion senior
unsecured toggle notes, a $2 billion revolving credit facility
which is expected to remain largely undrawn, committed $1.25
billion delayed draw term loan facilities to support the 2009 bond
maturity and the 7.65% notes due 2010, and minimal required term
loan amortization until 2010 -- offers some flexibility to the
company in managing its cash flow should earnings not meet
expectations.

The B2 rating also incorporates the weak prospects for the radio
industry which Moody's believes is mature, faces strategic threats
from alternative media and is under secular and cyclical
pressures.  The outdoor advertising sector has had favorable
growth trends and is relatively more resilient but not completely
immune to the impact of the current economic environment.

The rating and outlook do not incorporate the potential for a
precipitous fall-off in advertising and the company's revenue base
that stems from a severe economic downturn.

Moody's expects MergerCo will generate positive free cash flow
over the intermediate term and utilize it to reduce debt.  Moody's
also expects the company to use proceeds from asset sales to pay
down debt.

The likely Caa1 rating on Clear Channel's existing senior notes
that remain outstanding upon completion of the buyout reflects
their subordination to MergerCo's new senior secured credit
facilities and the new senior notes as the collateral package will
be structured so as to not trigger the equal and ratable clause in
the indentures governing the existing senior notes.

MergerCo is a Delaware corporation formed by the private equity
sponsors, Bain Capital Partners, LLC and Thomas H. Lee Partners,
L.P., that will merge with and into Clear Channel to complete the
Clear Channel acquisition.  Clear Channel will continue as the
surviving corporation.

Clear Channel Communications, Inc., with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in "gone from home" entertainment and information
services for local communities and premiere opportunities for
advertisers.  The company's businesses include radio and outdoor
displays.  Clear Channel's revenues for year ending Dec. 31, 2007
were $6.8 billion.


BUSINESS MACHINES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Business Machines, Inc.
        6250 N. Military Trail
        West Palm Beach, FL 33407

Bankruptcy Case No.: 08-17362

Type of Business: The Debtor sells, installs, and supports Point
                  of Sale systems designed for use in restaurants,
                  fast food & delivery operations, hotels and
                  retail businesses.

Chapter 11 Petition Date: June 2, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G Hyman, Jr.

Debtor's Counsel: Julianne R. Frank, Esq.
                  E-mail: jrfbnk@bellsouth.net
                  11382 Prosperity Farms Rd. 230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479

Estimated Assets:     $100,000 to $500,000

Estimated Debts: $1 million to $10 million

A copy of Business Machines, Inc.'s petition is available for free
at:

      http://bankrupt.com/misc/flsb08-17362.pdf


BYSYNERGY LLC: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bysynergy, LLC
        15 Cultural Park Place, Ste. 2
        Sedona, AZ 86336

Bankruptcy Case No.: 08-07680

Type of Business: The Debtor provides management services.

Chapter 11 Petition Date: June 25, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, PCT

Debtor's Counsel: Michael W. Carmel, Esq.
                     Email: michael@mcarmellaw.com
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
David Kesselschmidt            loan                  $325,000
69 Knolls Dr.
New York, NY 11040
Tel: (928) 203-1776

Justin Ferandi                                       $300,000
Attn: Steve Brown, Esq.
Tel: (602) 264-9224
1414 Indian School Rd.,
Ste. 200
Phoenix, AZ 85014

Bryan Cave                     legal services        $242,722
2 North Central Ave.,
Ste. 2200
Phoenix, AZ 85004

Yavapai County                                       $170,000

Mike Sarysz                                          $132,000

KAZM                                                 $128,000

Randy Kovenhoven                                     $100,000

Leon Lunswey                                         $93,000

Gerhard Meyer                                        $64,000

Mark Schmidt                                         $60,000

Frank Scarpelli                                      $55,000

Sedona Junaid                                        $50,000

Ryan French                                          $34,600

Kim Williamson                                       $31,000

Nancy Montgomery                                     $25,000

Shephard Wesnitzer, Inc.                             $18,240

Harvey Stearn                                        $11,000

Jim Hoffbauer                                        $10,000

William Durham                                       $10,000


CALYPTE BIOMEDICAL: Appoints Donald Taylor as Chief Executive
-------------------------------------------------------------
Calypte Biomedical Corporation disclosed the appointment of Donald
N. Taylor as President and Chief Executive Officer, effective
immediately.  Mr. Taylor has considerable expertise in sales and
marketing and has a solid track record of growing revenue quickly
in major markets around the world and building momentum towards
profitability and beyond.  Mr. Taylor succeeds Roger I. Gale, who
has resigned as President and Chief Executive Officer after
completing a two-year term of employment.  Mr. Gale remains the
Chairman of Calypte's Board of Directors and will assist Mr.
Taylor in the transition to his new position.

Mr. Taylor has most recently served as, and will continue to serve
as, Chief Executive Officer of Swivel Secure Ltd., a United
Kingdom-based company providing tokenless authentication software.  
Under Mr. Taylor's leadership, Swivel Secure's revenue has grown
by 300% and its customer base has increased significantly during
the less than two years that Mr. Taylor has been there.  Swivel
Secure is primarily owned by The Marr Group, an affiliate of Marr
Technologies BV, which is an affiliate of Calypte and Calypte’s
largest stockholder, currently holding approximately 19% of its
common stock.

Mr. Taylor had earlier served as Chief Executive Officer of
Clearswift Limited, a United Kingdom-based technology company
supplying e-mail content filtering software.  Under Mr. Taylor's
leadership, Clearswift increased its annual revenues by a factor
of 16 in less than three years and, by acquiring a competitor,
became the largest worldwide content filtering company.  Mr.
Taylor has also served in other senior international management,
sales and marketing positions with both domestic and
international-based companies and industries where he has been
instrumental in increasing revenues to achieve enterprise
profitability.

"I am pleased to join Calypte at this critical time and am
optimistic about its future," Mr. Taylor said.  "I believe that
the company has the products and technology to build a sustainable
revenue stream leading to profitability.  My primary objectives
are to build sales, reduce costs and achieve profitability as
quickly as possible.  I want to thank Roger Gale for his
leadership and commitment to the company over the past two years.  
His efforts will greatly facilitate our future progress."

"It has been my great privilege to work with the staff and
management of the company and to serve its stockholders for more
than two years," Mr. Gale said.  "This is a very exciting time for
the company and I look forward to seeing the many great things the
company has been doing in the R&D area and on the sales and
marketing side come to fruition in the near future.  I have every
confidence that Don Taylor will do a great job for the company.  
He has a fantastic track record of leadership and experience in
the global market place and his proven ability to deliver on sales
and profitability is second to none."
  
Calypte also announced that, effective June 12, 2008, it reduced
the exercise price of 88.25 million Series A common stock purchase
warrants issued to four investors in the March 2007 private
placement from $0.08 per share to $0.05 per share and extended the
term of those warrants by one year, to June 28, 2009.  Calypte
also extended the term of the 50 million Series B common stock
purchase warrants issued to those investors for one year, to
Sept. 30, 2009.  In consideration, the investors agreed to
exercise $1 million of the re-priced Series A common stock
purchase warrants by July 18, 2008, $500,000 of which have already
been exercised.

                      About Calypte Biomedical

Based in Portland,Calypte Biomedical Corporation (OTC BB: CBMC)
-- http://www.calypte.com/-- is a U.S.-based healthcare company   
focused on the development and commercialization of rapid testing
products for sexually transmitted diseases such as the Aware(TM)
HIV- 1/2 OMT test that are suitable for use at the point of care
and at home.

Calypte Biomedical Corp.'s consolidated balance sheet at March 31,
2008, showed $7,387,000 in total assets and $16,971,000 in total
liabilities, resulting in a $9,584,000 total stockholders'
deficit.

                        Going Concern Doubt

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about Calypte Biomedical 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 reported that the
company has suffered recurring operating losses and negative cash
flows from operations, and management believes that the company's
cash resources will not be sufficient to sustain its operations
through 2008 without additional financing.


CANARGO ENERGY: Enters $24.2MM Standby Underwriting Agreement
-------------------------------------------------------------
CanArgo Energy Corporation disclosed that a group of eight
separate foreign private investors have signed non-binding letters
of intent with the company detailing the principal terms of a
proposed standby underwriting agreement that upon execution is
expected to provide an aggregate firm commitment to purchase up to
$24.2 million in unsubscribed for shares in the company's planned
rights issue first announced on April 23, 2008, thus ensuring a
successful offering.

The standby underwriters will agree to purchase, at the same
subscription price as common stockholders, shares of CanArgo
common stock not otherwise purchased by stockholders in the rights
offering.

The underwriting agreement, which will contain customary
underwriting conditions including registering the offering with
the U.S. Securities and Exchange Commission, is expected to be put
in place once stockholder approval to the planned share capital
expansion is obtained at the company's forthcoming annual meeting
of stockholders.

"We are extremely pleased to have signed the heads of terms with
the potential underwriters who intend to fully guarantee the
offering, and we see this as an expression of their confidence in
the potential of CanArgo’s projects in Georgia," Vincent
McDonnell, Chairman, President and Chief Executive Officer
commented.  "The planned financing will significantly strengthen
CanArgo in the short-term and we believe will provide the capital
resources to enable us to take advantage of the current high
market price for oil by allowing us to progress our production
enhancement strategy at the Ninotsminda Field.  It will also
enable us to move forward with our ongoing evaluation of the
Manavi oil discovery."

CanArgo Energy Corporation (AMEX: CNR) -- http://www.canargo.com/     
-- is an independent oil and gas exploration and production
company with its oil and gas operations currently located in
Georgia.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 18, 2008,
L J Soldinger Associates LLC exressed substantial about CanArgo
Energy Corporation's ability to continue as a going concern after
it audited the company's consolidated financial statements for
the year ended Dec. 31, 2007.  

The auditor reported that the company has incurred net
losses since inception and does not have sufficient funds to
execute its business plan or fund operations through the end of
2008.  

In the three month period ended March 31, 2008, and years ended
Dec. 31, 2007, and 2006, the company's revenues from operations
did not cover the costs of its operations.

The company said that its ability to continue as a going concern
is dependent upon raising capital through debt or equity financing
on terms acceptable to the company in the immediate short-term.

If the company is unable to obtain additional funds when these are
required or if the funds cannot be obtained on terms favourable to
the company, it may be required to delay, scale back or eliminate
its exploration, development and completion program or enter into
contractual arran gements with third parties to develop or market
products that thecompany would otherwise seek to develop or market
itself, or even be required to relinquish its interest in its  
properties or in the extreme situation, cease operations
altogether.


CASTLE REALTY: Section 341(a) Meeting Slated for July 8
-------------------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
creditors of Castle Realty Corp., fka Real Estate Holding Corp.,
at 2:00 p.m., on July 8, 2008, at the US Trustee Meeting Room, 230
North First Avenue, Suite 102 in Phoenix, Arizona.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Tempe, Arizona-based Castle Realty Corp., fka Real Estate Holding
Corp., filed its chapter 11 petition on May 19, 2008 (Bankr. D.
Ariz. Case No. 08-05785).  Alan A. Meda, Esq., at Stinson Morrison
Hecker, LLP, represents the Debtor in its restructuring efforts.  
The Debtor listed assets and debts of $10 million to $50 million
when it filed for bankruptcy.


CDC MORTGAGE: S&P's Puts Four Certificate Ratings at Default
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage pass-through certificates from CDC Mortgage
Capital Trust's series 2003-HE3, 2004-HE1, and 2004-HE2.
     
The lowered ratings reflect the failure of excess interest to
cover monthly losses, which has resulted in the complete erosion
of overcollateralization for these transactions.  This O/C
deficiency caused a principal write-down of the B-2 class for
series 2003-HE3, the B-3 class for series 2004-HE1, and both the
B-3 and B-4 classes for series 2004-HE2, which prompted us to
downgrade these classes to 'D' from 'CCC'.  

As of the May 2008 remittance period, cumulative losses for these
transactions ranged from 1.47% (series 2004-HE1) to 2.63% (series
2003-HE3) of the original pool balance.  Total delinquencies
ranged from 25.28% (series 2004-HE1) to 34.35% (series 2004-HE2)
of the current pool balance, while severe delinquencies (90-plus
days, foreclosures, and REOs) ranged from 15.68% (series 2004-HE1)
to 20.13% (series 2004-HE2) of the current pool balance.
     
A combination of subordination, excess interest, and O/C provide
credit enhancement for these transactions.  The collateral
supporting these series consists of a subprime pool of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.

                          Ratings Lowered

                     CDC Mortgage Capital Trust
                 Mortgage pass-through certificates

                                          Rating
                                          ------
            Series       Class       To            From
            ------       -----       --            ----
            2003-HE3     B-2         D             CCC
            2004-HE1     B-3         D             CCC
            2004-HE2     B-3         D             CCC
            2004-HE2     B-4         D             CCC


CENTRO NP: Posts $6.8 Million Net Loss in 2008 First Quarter
------------------------------------------------------------
Centro NP LLC and subsidiaries, as successor to New Plan Realty
Trust Inc., reported a consolididated net loss of $6.8 million on
total revenues of $128.3 million for the first quarter ended March
31, 2008, compared with consolidated net income of $24.0 million
on total revenues of $123.3 million for the predecessor company in
the same period last year.

Rental income was $96.2 million for the three months ended March
31, 2008, and $87.8 million for the three months ended March 31,
2007.

Percentage rents were $1.2 million for the three months ended
March 31, 2008, and $1.7 million for the three months ended
March 31, 2007.

Expense reimbursements were $23.7 million for the three months
ended March 31, 2008, and $25.1 million for the three months ended
March 31, 2007.   

Fee income was $7.3 million for the three months ended March 31,
2008, and $8.6 million for the three months ended March 31, 2008.

Total operating expenses were $104.5 million for the three months
ended March 31, 2008, and $79.8 million for the three months ended
March 31, 2007.  

                 Liquidity and Capital Resources

As of March 31, 2008, the company had approximately $23.5 million
in available cash, cash equivalents and marketable securities. In
connection with the First Amendment to the $350.0 million
unsecured revolving credit facility (the July 2007 Revolving
Facility), the company said it is no longer permitted to make
draws under the Amended July 2007 Revolving Facility.

As of March 31, 2008, the company had total debt under various
arrangements with financial institutions of $1.8 billion.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about Centro NP, LLC's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the period from April 5, 2007, through Dec. 31,
2007.

The auditing firm reported that the company's liquidity is subject
to, among other things, its ability to negotiate extensions of
credit facilities.  The company's inability to refinance the
credit facilities would have a material adverse effect on the
company's liquidity and financial condition.  In addition,
uncertainty also exists due to the refinancing issues currently
experienced by the company’s ultimate parent investors, Centro
Properties Group and Centro Retail Group.  If the outcomes of
these negotiations are not favorable to Centro Properties Group
and Centro Retail Group, it is uncertain as to the impact that
this will have on the company.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$5.1 billion in total assets, $2.2 billion in total liabilities,
$86.5 million in minority interest in consolidated partnership and
joint ventures, and $2.8 billion in total member's capital.

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?2e9c

                       About Centro NP LLC

Headquartered in Lexington, New York, Centro NP LLC was formed in
February 2007 to succeed the operations of New Plan Excel Realty
Trust Inc.  The principal business of the company is the ownership
and management of community and neighborhood shopping centers
throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on May 12, 2008,
Moody's Investors Service stated that it will maintain Centro NP
LLC's (formerly New Plan Excel Realty Trust Inc.) B3 senior
unsecured debt ratings under review direction uncertain reflecting
the company's announcement that its parent, Centro Properties
Group (not rated), was granted an extension until Dec. 15, 2008,
on its Australian debt previously scheduled to expire May 7, 2008.  
This extension is subject to certain conditions being met by May
30 for finalizing an additional liquidity facility totaling
$155 million and covers Centro's interests in certain managed
funds.  Centro's U.S. debt is still subject to a Sept. 30, 2008
deadline.


CENTURYTEL: Moody's Assigns Preferred Shelf Rating of Ba1
---------------------------------------------------------
Moody's Investors Service has placed CenturyTel's Baa2 senior
unsecured long-term debt rating and its Prime-2 short-term debt
rating on review for possible downgrade.

The review is prompted by our concerns that the company's plan to
increase its annual dividend from $0.27/share to $2.80/share and
accelerate its share repurchase program will cause credit metrics
to deteriorate to levels inconsistent with its current ratings.

While leverage is expected to jump and free cash flow available
for debt reduction will decline, at this point in time, we believe
that the company will be able to sustain credit metrics fully
supportive of an investment grade rating, and a downgrade would
likely be limited to one notch, or Baa3.

Although CenturyTel has returned the bulk of its free cash flow to
shareholders in recent years, it has done so primarily through
share repurchases which, in Moody's opinion, has given it the
flexibility to simultaneously pursue strategic initiatives and
maintain a strong balance sheet (as of 1Q '08, Debt/EBITDA was
2.2x).

The shift in focus toward a more even balance between dividends
and share repurchases reduces this flexibility since high dividend
payouts are difficult to reverse without inflicting damage to the
company's share price.

The review will focus on: 1) an assessment of the impact of this
decidedly more aggressive financial policy on the company's credit
metrics, particularly debt to EBITDA and free cash flow to debt;
2) the impact of the higher dividend payout on the company's
ability to reinvest in its business and stabilize its competitive
position (we note that access lines losses are still accelerating
and revenue growth has stagnated); 3) CenturyTel's plans and the
investment requirements associated with the recently purchased
700MHz spectrum; and 4) an updated appraisal of management's
commitment to an investment grade credit profile.

Ratings on review:

CenturyTel, Inc.

  -- Senior Unsecured Rating -- Baa2
  -- Senior Unsecured Shelf -- (P) Baa2
  -- Preferred Shelf -- (P) Ba1
  -- Commercial Paper - P-2

CenturyTel, Inc., headquartered in Monroe, Louisiana is a regional
communications company engaged primarily in providing telephone
and broadband services in various, predominately rural, regions of
the United States.  The company served approximately 2.1 million
total access lines in 25 states at the end of 2007.


CIT GROUP: Appoints Alexander T. Mason as President and COO
-----------------------------------------------------------
CIT Group Inc. appointed Alexander T. Mason as president and chief
operating officer, effective immediately.

Mr. Mason will report to Jeffrey M. Peek, chairman and CEO of CIT,
and will be a member of the executive committee.  He will oversee
the operations of the company and all business segment leaders
will report to him.

In addition, he will have oversight of the company's technology,
sales and business development functions.  A 30-year veteran of
the financial services industry, Mr. Mason's expertise in
operations will help CIT transition to a more focused and nimble
company while enabling Mr. Peek to concentrate on strategic
initiatives, corporate governance, client management, and
stakeholder relations.

"[Mr. Mason] will be an important addition to our management team
as we seek process improvements and operational efficiencies to
create a more focused and profitable organization," Mr. Peek said.
"Our efforts to streamline our organization, as we adapt to market
conditions, will benefit greatly from his experience in operations
management.  His goal-oriented management style will strengthen
our business strategies, and ensure we remain focused on improving
our productivity, efficiency and speed to market.  I welcome
[Mr. Mason] to the team, and look forward to working with him in
the future."

"I am excited to join CIT and work alongside Jeff and his talented
leadership team," Mr. Mason said.  "CIT has an exceptional
commercial franchise and a long history of providing innovative
financial solutions to the middle market.  I will look to further
improve the Company's operations as we focus on broadening and
further deepening our many longstanding client relationships."

Prior to joining CIT, Mr. Mason served as vice chairman and chief
operating officer of Mercantile Bankshares Corporation until its
March 2007 acquisition by PNC Bank.  His responsibilities included
all banking functions, marketing, strategic planning and human
resources.

Before this, Mr. Mason held a succession of executive positions at
Deutsche Bank and Bankers Trust.  Mr. Mason held the position of
vice chairman, Deutsche Bank Americas, and prior to that he was
chief operating officer for Global Corporate Finance. His duties
while at Deutsche bank included responsibility for all client
coverage personnel in investment banking, oversight of a variety
of administrative functions and management of relationships with
internal service providers.

Prior to Deutsche Bank, he spent more than 20 years at Bankers
Trust where he last held the position of Managing Director and Co-
Head of Corporate Finance.  He oversaw client coverage personnel
in Investment Banking and Corporate Lending for the combined
Bankers Trust and Alex. Brown franchises.

Mr. Mason received a BA from Princeton University.  He serves as
chairman of the boards of the Maryland Science Center and Business
Volunteers Unlimited and is a member of the board of Mercy Health
Services in Baltimore.

                        About CIT Group

Headquartered in New York City, CIT Group Inc. (NYSE: CIT) --
http://www.cit.com/-- is a commercial finance company that  
provides financial products and advisory services to more than one
million customers in over 50 countries across 30 industries.  A
leader in middle market financing, CIT has more than $80 billion
in managed assets and provides financial solutions for more than
half of the Fortune 1000.  A member of the S&P 500 and Fortune
500, it maintains leading positions in asset-based, cash flow and
Small Business Administration lending, equipment leasing, vendor
financing and factoring.

The CIT brand platform, Capital Redefined, articulates its value
proposition of providing its customers with the relationship,
intellectual and financial capital to yield infinite
possibilities.

As reported in the Troubled Company Reporter on March 25, 2008,
CIT Group drew upon its $7.3 billion in unsecured U.S. bank
credit facilities to repay debt maturing in 2008, including
commercial paper, and to provide financing to its core commercial
franchises.

The company failed to draw from its normal operational funding
after ratings firms downgraded the bank's debt.

                           *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Moody's Investors Service downgraded the senior unsecured rating
of CIT Group, Inc. to Baa1 from A3 and affirmed its Prime-2 short-
term rating.  CIT's long-term ratings remain on review for
possible downgrade.


CITATION CORP: S&P Cuts Ratings on Weak Financial Results
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Novi,
Michigan-based auto supplier Citation Corp., including the long-
term corporate credit rating, to 'B' from 'B+'.  The downgrade
reflects the company's weaker financial results and thin liquidity
caused by lower automotive and heavy-duty truck production
volumes.  The outlook is negative.  Issue-level ratings were
lowered in concert with the corporate credit rating downgrade.
     
"We believe the sharp downturn in U.S. automotive demand will
continue for several more quarters," said Standard & Poor's credit
analyst Gregg Lemos Stein, "and heavy-truck markets may only
recover gradually, making it difficult for Citation to return its
credit ratios to levels consistent with the previous rating."
     
Separately, S&P revised the recovery rating on Citation's $30
million term loan to '4', indicating the expectation of average
(30% to 50%) recovery in the event of a payment default, from '3'.
The issue-level rating on this debt is 'B', equal to the corporate
credit rating on the company.
     
Citation, a supplier of cast metal parts for automotive, heavy
truck, and industrial and agricultural applications, has total
debt of about $85 million, including Standard & Poor's adjustments
for operating leases and retirement benefits.
     
Citation's credit ratios have weakened since the company emerged
from a brief, prearranged bankruptcy filing in March 2007.  The
company reduced its debt significantly during that reorganization.  
However, the subsequent sharp production declines in the U.S.
automotive industry, as well as the accelerated mix shifts away
from light trucks including SUVs and pickups, have led to lower
EBITDA and cash flow than expected.  Automotive parts account for
about half of Citation's revenues, and several of the company's
largest parts programs are for light-truck platforms.
     
The other half of Citation's revenues is about evenly split
between commercial truck and industrial applications.  The U.S.
heavy- and medium-duty truck market remains mired in a steep
downturn that began in early 2007 because of an emissions standard
change, and this decline has now been extended by the weak U.S.
economy and high diesel prices.  An increase in commercial truck
production is possible in 2009 because of another emissions
standard change in 2010, but the rebound is likely to be muted by
the economy and fuel prices.  Citation's industrial business
includes parts for agricultural equipment, one area where demand
remains robust.
     
Citation is responding to the difficult automotive industry
conditions by closing an aluminum molding plant and taking other
actions on costs.  Raw material prices have been escalating
substantially, although Citation does have surcharge arrangements
with its customers that allow it to recover scrap steel costs over
time.  Citation still has some exposure to these prices over
the very short term, as well as to other commodity inputs such as
energy costs.
     
The outlook is negative.  For the current rating, we expect
Citation to maintain borrowing availability under its revolving
credit facility near $15 million or higher at each quarter end.  
S&P could lower the ratings at any time if Citation's liquidity is
further reduced by the severe challenges in the automotive
industry, including production cuts and segment shifts.  S&P could
revise the outlook to stable in 2009 if Citation's liquidity
improves and free operating cash flow stabilizes through some
combination of aggressive cost reduction or other company-specific
actions.  Given its expectations that lower automotive and heavy-
duty truck production will remain low for the rest of the
calendar year and perhaps into 2009, S&P view prospects for an
upgrade or outlook revision to positive as unlikely for now.


CITIGROUP MORTGAGE: S&P Cuts Class M-11 Certificates Rating to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-11 asset-backed pass-through certificates issued by Citigroup
Mortgage Loan Trust 2006-WMC1 to 'D' from 'CC'.
     
The lowered rating reflects 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 M-11 class, which
prompted us to downgrade this class to 'D'. As of the May 2008
remittance, cumulative losses for this transaction were 4.31% of
the transaction's original pool balance.  Total delinquencies and
severe delinquencies (90-plus days, foreclosures, and REOs) were
57.58% and 47.02% of the current pool balance, respectively.
     
A combination of subordination, excess interest, and O/C 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.


COMMODITY SOLUTIONS: Files Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Commodity Solutions, LLC
        17047 El Camino Real, Suite 216
        Houston, Texas 77058

Bankruptcy Case No.: 08-33986

Type of Business: The Debtor produces flour and other grain mill
                  products.
                  See: http://www.commoditysolutions.net

Chapter 11 Petition Date: June 24, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: Wayne Kitchens, Esq.
                   (jwk@hwallp.com)
                  Hughes Watters & Askanase
                  Three Allen Center
                  333 Clay, 29th Floor
                  Houston, Texas 77002
                  Tel: (713) 759-0818
                  Fax: (713) 759-6834

Total Assets: $1,303,158

Total Debts:  $3,407,879

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


COMPASS MINERALS: Moody's Hikes Corporate Family Rating to Ba2
--------------------------------------------------------------
Moody's Investors Service upgraded Compass Minerals International,
Inc.'s corporate family rating to Ba2 from Ba3 as a result of
improvement in the company's leverage profile and credit metrics.

The issue ratings on the company's term loan and revolver remain
Ba2, as determined in accordance with Moody's loss given default
methodology.  The ratings outlook is stable.  This summarizes the
company's ratings:

Ratings upgraded:

  -- Compass Minerals International, Inc.
  -- Corporate family rating -- Ba2 from Ba3
  -- Probability of default rating -- Ba2 from Ba3

Ratings Affirmed:

  -- Compass Minerals International, Inc.

  -- $477mm gtd sr sec term loan facility due 2012 -- Ba2 (LGD3,
     40%) from Ba2 (LGD3, 36%)

  -- $125mm gtd sr sec revolving credit facility due 2010 -- Ba2
     (LGD3, 40%) from Ba2 (LGD3, 36%)

Debt not rated by Moody's (amount as of June 24, 2008):

  -- Compass Minerals International, Inc.
  -- $109.6 mm 12% sr sub discount notes due 2013

The upgrade reflects improvement in Compass Minerals' credit
metrics and favorable industry conditions.  The company's
operating performance has benefited from severe North American
2007/2008 winter weather conditions supporting higher sales
volumes and prices, and improved pricing for its sulfate of potash
fertilizer.

The recent redemption of $70 million of the 12% senior
subordinated discount notes due 2013 using existing cash balances
and the October 2007 refinancing of its $120 million 12.75% senior
discount notes due 2012 with a $127 million incremental term loan
has reduced the company's leverage and average cost of debt.

The stable outlook is supported by the steady, positive cash flow
generation of the salt business, favorable demand dynamics of the
sulfate of potash business that has resulted in large increases in
product prices during 2008 and the expectation that the company
will maintain strong liquidity.

Capacity additions are expected to allow for higher sales volumes
for the salt and fertilizer businesses over the next two to three
years.

Compass Minerals International, Inc., headquartered in Overland
Park, Kansas, is a leading North American producer of salt used
for highway deicing, food grade applications, water conditioning,
and other industrial uses.  The company is also North America's
largest producer of sulfate of potash used in specialty
fertilizers.  The company had revenues and net sales of $973
million and $675 million, respectively, for the LTM ended March
31, 2008.


CONTIMORTGAGE HOME: Moody's Assigns Ba1, Ba3 Underlying Ratings
---------------------------------------------------------------
The rating status of some securities for ContiMortgage Home Equity
Loan Trust 1996-02, ContiMortgage Home Equity Loan Trust 1996-03,
and ContiMortgage Home Equity Loan Trust 1996-04 appear
incorrectly in the June 16 release.

The ratings in question were listed as "Aaa", the corrected
version herein clarifies that these ratings were, at the time of
the press release, "Aaa, under review for possible downgrade".

Since the June 16 press release corrected herein, Moody's has
downgraded the insurance financial strength ratings of MBIA
Insurance Corporation and its affiliated insurance operating
companies to A2, negative outlook, from Aaa; therefore, the
securities listed below have also since been downgraded to A2.

The correct rating status of each of the impacted tranches was:

Issuer: ContiMortgage Home Equity Loan Trust 1996-02

Class Description: Class A-8 Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)
  
  -- Underlying Rating: Ba1

Class Description: Class A-9 Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba1

Class Description: Class A-10IO Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba1

Issuer: ContiMortgage Home Equity Loan Trust 1996-03

Class Description: Class A-7 Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba3

Class Description: Class A-8 Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba3

Class Description: Class A-9IO Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba3

Class Description: Class A-10IO Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba3

Issuer: ContiMortgage Home Equity Loan Trust 1996-04

Class Description: Class A-8 Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B1

Class Description: Class A-9 Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B1

Class Description: Class A-10 Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B1

Class Description: Class A-11IO Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B1

Class Description: Class A-12IO Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B1


COUNTRYWIDE FINANCIAL: Shareholders Give Go Signal on Purchase
--------------------------------------------------------------
Bank of America Corp. got the endorsement of Countrywide Financial
Corp.'s shareholders on its purchase of the mortgage lender on
July 1, various reports say.

In a shareholder meeting held yesterday, 69 percent of outstanding
shares were voted in support of the $2.8 billion purchase, relates
the AP.  The current purchase price had been cut from $4 billion
to reflect the decline in BofA's share prices.

There was already widespread optimism that shareholders would give
a green light to the transaction.  The largest interest holder,
Legg Mason Capital Management, said earlier that it views the
buyout positively.  With the largest owner supporting the buyout,
other shareholders were expected to be in tow, the AP says.

"It's the only option they have at this point. . .  [I]t's the
last chapter, it's over with, and now Countrywide's problems
become BofA's problems," the AP quoted Friedman Billings analyst
Paul J. Miller Jr. as saying.

                      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.


COUNTRYWIDE FINANCIAL: Slammed w/ Lawsuit by California & Illinois
------------------------------------------------------------------
The states of California and Illinois have sued Countrywide
Financial Corp. over alleged deceptive lending practices to
homeowners, various reports say.

The lawsuit, which also names CEO Angelo Mozilo and president
David Sambol, accuses Countrywide of "aggressive" predatory
lending practices, such as introducing "teaser rates" to
homeowners without providing adequate notice that their payment
rates will increase in subsequent months, says Bloomberg.

"Countrywide exploited the American dream of homeownership and
then sold its mortgages for huge profits on the secondary market,"
The Wall Street Journal quotes Edmund G. Brown, Attorney General
of California, as saying.  "In many instances, we believe the
brokers outright lied," he continued.

The state of Washington also disclosed that it will forfeit
Countrywide's license in that state, and will be fined $1 million,
Bloomberg relates.  An analyst at CreditSights Inc. noted that
Countrywide might have to deal with almost $2 billion in legal
costs.

The lawsuit was filed exactly on the day Countrywide shareholders
voted in favor of the company's $2.8 million buyout by Bank of
America Corp., according to Bloomberg.

"It's going to be increasingly expensive for BofA because they are
taking on all of these lawsuits," David Olson, Wholesale Access
Mortgage Research president, told Bloomberg.

                   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.


CROSSING PARK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Crossing Park Properties, LLC
        3109 Crossing Park Road
        Norcross, GA 30071

Bankruptcy Case No.: 08-70478

Type of Business: The Debtor is into real estate business.

Chapter 11 Petition Date: June 2, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul G. Durdaller, Esq.
                  Email: pdurdaller@sgrlaw.com
                  Smith, Gambrell & Russell
                  1230 Peachtree Street NE
                  Ste. 3100, Promenade II
                  Atlanta, GA 30309-3592
                  Tel: (404) 815-3500
                  http://www.sgrlaw.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

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



CSFB MORTGAGE: Moody's Cuts Ratings on 11 Subordinate Tranches
--------------------------------------------------------------
Moody's has downgraded eleven subordinate tranches from five
mortgage backed securitizations issued by Credit Suisse First
Boston Mortgage Securities Corp. in 2001 and 2002.  The pools are
backed by subprime first lien adjustable-rate and fixed-rate
loans.

The downgrade actions are based on the fact that the bonds'
current credit enhancement levels, including excess spread where
applicable, are low compared to the current projected loss numbers
for the current rating levels.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Downgrades:

  -- Series 2001-HE16; Class M-1, downgraded to Ba2 from Aa2
  -- Series 2001-HE16; Class M-2, downgraded to Caa2 from Baa1
  -- Series 2001-HE16; Class B, downgraded to Ca from Ba3
  -- Series 2001-HE17; Class M-1, downgraded to A2 from A1
  -- Series 2001-HE17; Class M-2, downgraded to Caa1 from B3
  -- Series 2001-HE20; Class M-1, downgraded to A1 from Aa2
  -- Series 2001-HE20; Class M-2, downgraded to B1 from Baa2
  -- Series 2002-HE1; Class M-2, downgraded to Ba3 from Baa3
  -- Series 2002-HE11; Class M-1, downgraded to Aa3 from Aa2
  -- Series 2002-HE11; Class M-2, downgraded to Baa3 from A2
  -- Series 2002-HE11; Class B-1, downgraded to Caa3 from B1


DEEP OCEAN: May Use McDowell's DIP Fund Through September 20
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has granted Deep Ocean Expeditions LLC interim permission to
access $134,025 debtor-in-possession financing every month from
its managing director, Michael McDowell, The Deal's Jamie Mason
says.

Judge Karen A. Overstreet is set to conduct final hearing on the
DIP financing on July 11, 2008, The Deal relates, citing court
filings.

The DIP facility is priced at 9% annually, according to the
report.  Mr. McDowell is granted an unsecured administrative
priority for extending the fund to the Debtor through Sept. 30,
2008, the report adds.

Regarding objections, the Debtor countered that of Stabbert
Maritime Yacht & Ship LLC.  It asserted that Stabbert is not a
creditor and has no right to file objections to its DIP fund
request, court documents showed, The Deal says.

Stabbert Maritime had alleged that the Debtor fraudulently
transferred its ship, MV Alucia, The Deal reports.  Stabbert
disclosed that it provided refurbishment services for the ship,
The Deal quotes court documents as stating.  Stabbert added that
the transfer was done while Stabbert was resolving a breach suit
with the Debtor's non-bankrupt affiliate, Deep Ocean Quest SA, at
a district court, The Deal says.  Stabbert asserted that Mr.
McDowell may have been recycling and diverting funds from the Deep
Ocean entities, The Deal relates.

                         About Deep Ocean

Seattle, Washington-based Deep Ocean Expeditions LLC is associated
with nonbankrupt Deep Ocean Expeditions Ltd., --
http://www.deepoceanexpeditions.com/-- which was founded in 1998  
by Australian diver, climber and adventurer Mike McDowell, who
wanted to educate people about the ocean without anything being
touched or removed.  Mr. McDowell is managing director of Deep
Ocean Expeditions LLC.

It filed its chapter 11 petition on May 28, 2008 (Bankr. W.D.
Wash. Case No. 08-13231).  Robert D. McCallum, general manager
filed the petition on the Debtor's behalf.  Judge Karen A.
Overstreet presides over the case.  Christine M. Tobin, Esq., at
Bush Strout & Kornfeld, represents the Debtor in its restructuring
efforts.  The Debtor listed assets of $10 million to $50 million
and debts of $1 million to $10 million when it filed for
bankruptcy.


DESERT ADVOCATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Desert Advocate, LLC
        711 East Carefree Hwy. 203
        Phoenix, AZ 85085

Bankruptcy Case No.: 08-07537

Type of Business: The Debtor owns and publishes a newspaper, The
                  Desert Advocate Newspaper.  See  
                  http://www.thedesertadvocate.com/.

Chapter 11 Petition Date: June 23, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: James M. Laganke, Esq.
                  Email: jameslaganke@aol.com
                  13236 N. 7th St., Ste. 4-257
                  Phoenix, AZ 85022
                  Tel: (602) 279-6399
                  Fax: (602) 993-5323

Estimated Assets:  $100,000 to $500,000

Estimated Debts: $500,000 to $1 million

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


DIAMOND GLASS: Ex-CEO Wants Release from Guggenheim Loan Agreement
------------------------------------------------------------------
Kenneth Levine, principal stockholder, director, and former chief
executive of Diamond Glass Inc. and its debtor-affiliates, filed
with the U.S. Bankruptcy Court for the District of Delaware a
complaint against the Debtor's secured creditor, Guggenheim
Corporate Funding LLC.

Mr. Levine asked the Court to issue a declaration that: (i) the
Levine Guaranty has been released and rendered uneforceable as of
Nov. 7, 2007, by Guggenheim's actions, or in the alternative, (ii)
that Mr. Levine's obligations as guarantor under the Levine
Guaranty are satisfied once the Debtors repay their original
$35 million prepetition loan, and not the Debtor's total
$45 million prepetition loan.

In January 2007, Guggenheim and the Debtors entered into a credit
agreement under which Guggenheim will provide $35 million to the
Debtors.  Mr. Levine guaranteed up to $6 million, which was later
raised to $10 million, of that loan.  His guaranteed cash was
deposited at an account at Fifth Third Bank in Cincinnati.

Mr. Levine said that on Nov. 7, 2007, when he resigned as CEO,
the Debtors and Guggenheim agreed to increase the loan from
$35 million to $45 million without his consent as guarantor.  Mr.
Levine continued that he is now held liable as guarantor on a
significantly larger loan, a risk he and the parties never
contemplated at the start.

According to Mr. Levine, the Court should order Guggenheim to
repay him $10 million, plus interest accruing since Nov. 7, 2007,
because Guggenheim has already drawn down all of his guaranteed
cash.  Mr. Levine said that on April 5, 2007, Guggenheim notified
Fifth Third Bank of its exclusive control over the Levine Guaranty
account.  He said that Guggenheim transferred about $10 million
balance of the Fifth Third account to one of its own accounts on
April 30, 2008.  Mr. Levine told the Court that he was never
informed of the transfer.

Mr. Levine asserted that his subrogation claim ranks senior in
priority to Guggenheim's claim against the Debtors for loans
incurred after Nov. 7, 2007.

Mr. Levine was the Debtors' CEO from Dec. 11, 2006, until Oct. 25,
2007.  Mark D. Collins, Esq., Russell C. Silberglied, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger PA,
represent Mr. Levine.

                         About Guggenheim

Guggenheim Corporate Funding LLC is a Delaware limited liability
company with offices at New York.  It is a secured party and agent
to a credit and security agreements with Diamond Glass.

                        About Diamond Glass

Kingston, Pennsylvania-headquartered Diamond Glass Inc. --
http://www.diamongtriumph.com/-- and --  
http://www.daimondtriumphglass.com/-- provides automotive glass  
replacement and repair services.  Founded in 1923, Diamond Glass
had more than 1,600 employees as of March 15, 2008.

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


DURA AUTOMOTIVE: Judge Rejects Korth's Request to Consummate Plan
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware denies James W. Korth's request to keep Dura
Automotive Systems Inc. and its debtor-affiliates from
consummating the Revised Joint Plan of Reorganization pending his
appeal from the Bankruptcy Court's order confirming the Plan.      
The ruling came after the Court found that Mr. Korth failed to
prove any of the elements necessary to demonstrate entitlement to
a stay pending appeal.

Judge Carey ruled that Mr. Korth was unable to show (i) whether
he is likely to succeed on the merits, (ii) whether he will be
irreparably harmed absent a stay, (iii) whether the issuance of a
stay will substantially injure the other parties-in-interest, and
(iv) where the public interest lies.

Judge Carey said during the June 5, 2008, hearing, that "public
interest requires Bankruptcy Courts to consider the good of the
case, as a whole, and not individual investment concerns.  The
public interest cannot tolerate any scenario under which private
agendas can fort the maximization of value."

Accordingly, Judge Carey ruled that Mr. Korth is unlikely to
succeed in his Appeal and found that the public interest is
better served by allowing distributions under the Plan, and the
public interest, he said, outweighs any interest that Mr. Korth
might have individually in obtaining a stay of the confirmation
proceedings.

"Even if I were to determine that [Mr. Korth] were entitled to a
stay, I would require a bond," Judge Carey said during the
hearing.  The Debtors, Judge Carey said, suggested that a minimum
of a $380,000,000 bond be posted based on:

   -- one year of professional fees and expenses at $72,000,000,
   -- loss of senior lien claims at nearly $80,000,000, and
   -- the value of second lien claims at about $228,000,000.

Judge Carey said Mr. Korth has not offered any evidence to the
contrary.

Before ruling on Mr. Korth's request for a stay, Judge Carey
considered arguments presented by the Debtors, the Official
Committee of Unsecured Creditors, the Informal Group of Second
Lien Lenders, and the Bank of New York Trust Company, N.A., who
opposed any stay of the confirmation proceedings, and Mr. Korth.

The Debtors told Judge Carey that Mr. Korth cannot plead
"irreparable harm" resulting from his own numerous months of
inaction since he has had more than ample opportunity to pursue
his investigation on the Debtors and their financial condition.  
Moreover, the Debtors said there is no indication that permitting
the Revised Plan to be consummated will cause Mr. Korth any harm,
let alone irreparable harm.  

"The Subordinated Notes are out of the money in any conceivable
scenario and the Senior Notes held by Mr. Korth will be helped,
not harmed, by the Court permitting the Revised Plan to become
effective," Jason M. Madron, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, on behalf of the Debtors, told the
Court.

Mr. Madron further told the Court that any failure by the Debtors
to promptly consummate the Revised Plan would damage their future
business prospects, which will also harm their creditors, the
vast majority of whom will receive their recoveries in the form
of equity in the Reorganized Debtors.  Any significant delay long
enough to resolve an appeal would almost certainly destroy the
Debtors' exit financing arrangements and lead to default under
the Debtors' DIP financing facilities, he said.

The Creditors Committee, the Second Lien Lenders, and BNY, echoed
the Debtors' arguments.

Mr. Korth, in defense of his stay request, maintained his Appeal
has merit since he did not receive any chance to put forth his
objections and respond to the Debtors' assertions and defenses at
the Confirmation Hearing.  He also pointed out that the Debtors
refused to provide any information to answer his interrogatory
regarding the accountants and calculation of the fixed charge
coverage ratio.  He also claimed that there may be a problem
concerning the proper issuance of the Senior Notes.  

Mr. Korth told Judge Carey that he agrees with the Debtors that a
full stay may harm the Debtors' business.  Thus, he told Judge
Carey to go ahead and allow the Debtors to emerge from bankruptcy
by mid-June 2008 in accordance with the Revised Plan.

However, Mr. Korth asked Judge Carey to direct the Debtors to
hold the new common stock in escrow pending the decision on his
appeal.  He suggested that during the escrow period, each
stockholder will be allowed to vote his stock for board members
and other matters that will properly come before the board, but
that each stockholder may not sell his shares or receive any cash
distribution or dividend until a final determination is made on  
his appeal.

The Debtors told the Court that not distributing the stock on or
about the effective date to the senior noteholders and to the
other general unsecured claims would result in a fundamentally
different economic result for those creditors than is
contemplated by the Plan of Reorganization.

The Creditors Committee said the restrictions suggested by
Mr. Korth on the equity would significantly decrease the value of
the equity going to unsecured creditors and would be a
fundamental change to the revised plan.

                           About DURA

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.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000).


DYNCORP INTERNATIONAL: Moody's Affirms CFR at B1, Outlook Positive
------------------------------------------------------------------
Moody's Investors Service affirmed DynCorp International, LLC's
Corporate Family and Probability of Default Ratings of B1, but
revised the outlook to positive.  At the same time, the rating
agency assigned Ba2 ratings to $450 million of new secured bank
credit facilities and affirmed the B3 rating on the company's
existing subordinated notes.

The company's liquidity rating of SGL-2 was also affirmed.  The
actions follow DynCorp's plans to refinance its current secured
bank debt through a new $200 million term loan and a $250 million
revolving credit facility.  Proceeds from the new term loan and
approximately $101 million of borrowings under the new revolving
credit will be used to prepay some $301 million outstanding under
its current bank term loan.

The new bank facilities are being arranged on a best efforts
basis. Should the full amounts be obtained, DynCorp's existing
$120 million revolving credit facility would be cancelled and
remaining outstandings under its bank term loan would be prepaid.  
Upon closing of the transactions as contemplated, ratings on the
company's current bank facilities will be withdrawn.

The financing will not result in any material increase in
indebtedness on a pro forma basis and is expected to have only a
minor impact on future interest expense and after-tax cash flows
given the assumed higher applicable margins compared to existing
pricing.

The new bank facilities will have expiry dates some 18 months
beyond the current maturity of DynCorp's bank debt.  DynCorp's
existing term loan would otherwise begin to appreciably amortize
in July 2010.  Unused amounts under a larger revolving credit
facility will increase slightly.

Consequently, the transactions are considered beneficial to the
firm's liquidity and debt maturity profile.  As a result,
DynCorp's B1 Corporate Family and Probability of Default ratings
have been affirmed.

The positive outlook recognizes higher interest coverage metrics
and lower leverage which have developed over the last year or so
as well as expectations that these debt protection measures are
likely to strengthen over time given the increase in DynCorp's
award backlog.

The Ba2 ratings on the new secured bank credit facilities, two
notches above the underlying Corporate Family Rating, recognize
their senior status above approximately $292 million of continuing
subordinated debt and other unsecured non-debt liabilities.  The
B3 rating on the subordinated notes recognizes this junior status
in the current capital structure.

The SGL-2 Speculative Grade Liquidity rating designates good
liquidity over the coming twelve months.  At the end of March
2008, the company had approximately $85 million of balance sheet
cash and temporary investments and, on a pro forma basis for the
new financing, would have less than $1 million of current
maturities and short-term debt.

Moody's anticipates that DynCorp will experience incremental
working capital requirements over the coming year in line with
higher revenues.  After minimal levels of capital expenditures,
free cash flow should be roughly break-even but will vary quarter-
by-quarter driven by growth incurred and the timing and receipt of
award fees.

The company's external resources would marginally increase should
the refinancing close as proposed since roughly $125 million of
the new revolving credit facility will be available after some
$101 million of borrowings at the time of closing and assuming
$24 million of letters of credit would be issued against its
commitment.

Financial maintenance covenants are expected to continue with
maximum debt/EBITDA, minimum EBITDA/interest, maximum capital
expenditures and an asset coverage requirement.  Sufficient
cushion at the outset is expected. Bank liens against
substantially all of the company's domestic material assets will
constrict the ability to arrange alternative liquidity.

Ratings affirmed with updated loss given default assessments

-- Corporate Family, B1
-- Probability of Default, B1
-- Subordinated notes, B3 (LGD-5, 77%)
-- Speculative Grade Liquidity rating, SGL-2

Ratings assigned:

-- $250 million secured revolving credit, Ba2 (LGD-2, 20%)
-- $200 million secured term loan, Ba2 (LGD-2, 20%)

Ratings affirmed but to be withdrawn upon closing of new
facilities:

-- $120 million revolving credit facility, Ba2 (LGD-2, 19%)
-- $301 million term loan, Ba2 (LGD-2, 19%)

The last rating action was on Sept. 25, 2006 at which time ratings
were adjusted to incorporate Moody's Loss Given Default
methodology.

DynCorp International, LLC, headquartered in Falls Church, VA, is
a provider of specialized services to the U.S. Department of
Defense and Department of State.  The company historically has had
two segments: Government Services, which accounts for roughly 66%
of revenues, and Maintenance & Technical Support Services.  

Recently, the company announced a re-alignment into three
segments; International Security Services, Logistics &
Construction Management, and Maintenance & Technical Support
Services.

DynCorp's specific expertise is in managing aviation services and
assets for the U.S. military at various locations across the U.S.
and abroad, training civilian police in developing countries, and
conducting narcotics crop eradication programs.  DynCorp's
revenues for the twelve months ended March 30, 2008 were
approximately $2.1 billion.


DYNCORP INTERNATIONAL: S&P Rates Proposed $450MM Facility 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating on government services provider DynCorp
International LLC.  The outlook is revised to positive from
stable.
     
At the same time, S&P assigned issue-level and recovery ratings to
the company's proposed $450 million secured credit facility.  The
issue-level rating is 'BB+'.  The recovery rating on this debt is
'1', indicating an expectation of a very high (90%-100%) recovery
in the event of payment default.  The proceeds from the new
facility will be used to refinance the existing credit facility,
the ratings on which will be withdrawn when the transaction
closes.
      
"The outlook revision reflects expectations that a significant
increase in revenues and earnings following the award of two large
contracts with the U.S. Army will result in improving credit
protection measures in the next year," said Standard & Poor's
credit analyst Christopher DeNicolo.  In February 2008, a joint
venture in which DynCorp International has a 51% stake (Global
Linguist Solutions) won a five-year contract (INSCOM) that could
be worth up to $4.6 billion to provide translation services for
the U.S. Army in Iraq.  In April 2008, DynCorp International was
one of three winners of a contract (LOGCAP) to provide logistics
services to the military in the Middle East.

While the 10-year contract has a $5 billion-a-year ceiling, S&P do
not expect actual annual revenues to reach that level.  The new
contracts will also improve DynCorp International's program
diversity, which is still somewhat limited.
     
The ratings on DynCorp International reflect limited contract
diversity; a weak, but improving, financial profile; the risky
nature of some of its operations, and possible changes in U.S.
foreign policy under a new President.
The ratings benefit somewhat from the firm's leading market
positions, high demand for its services, and a fairly stable
revenue base.  DynCorp International is a leading provider of
defense technical services and government outsourced solutions.
     
The Falls Church, Virginia-based company operates in two segments:
Government Services (GS, about 65% of revenues) and Maintenance
and Technical Support Services (MTSS, 35%). Starting April 1,
2008, GS was split into two segments: International Security
Services (ISS; about 51% of 2008 revenues) and Logistics and
Construction Management (LCM, 13%). ISS provides international
police, drug eradication, and peacekeeping support services, as
well as the new INSCOM contract.  LCM provides infrastructure
engineering and construction management and logistic support
services, including LOGCAP.  MTSS provides aircraft maintenance,
logistics support, and aircrew training.   

The expected significant increase in revenues and earnings from
the INSCOM and LOGCAP contracts, as well as generally positive
prospects for key markets, is likely to result in improving credit
protection measures.  S&P could raise the ratings if DynCorp
International's debt to EBITDA falls below 3x and funds from
operations to debt increases to about 25% in the next year.  S&P
could revise the outlook to stable if funding for key programs
declines or leverage increases materially to fund new contracts or
acquisitions.  S&P will evaluate the impact on DynCorp from any
changes in U.S. defense or foreign policy, especially regarding
Iraq, after the new Presidential administration takes office in
early 2009.


EOS AIRLINES: Sells All Plane Inventory to Turbo Resources
----------------------------------------------------------
The United States Bankruptcy Court for the Southern District
of New York authorized EOS Airlines Inc. to sell substantially
all of their aircraft spare parts inventory for $900,000 to Turbo
Resources International, free and clear of all liens and
interests.  The sale is expected to close by July 7, 2008.

The Court held that the sale of the Debtor's inventory to Turbo
Resources' designee, GoIndustry, U.S.A., Inc., is in the best
interest of the Debtor's estate and its creditors.

As part of the transaction, Turbo Resources will pay all transfer
and recording taxes imposed by any local or federal government
agency.

All objections to the sale motion not previously resolved are
overruled.

                       About EOS Airlines

Based in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline. The      
company filed for Chapter 11 protection April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at Squire
Sanders & Dempsey, LLP, represents the Debtor in its restructuring
efforts.  The Debtor selected Kurztman Carson Consultants LLC as
claims agent.  The U.S. Trustee for Region 2 appointed creditors
to serve on an Official Committee of Unsecured Creditors.  The
creditors' committee is represented by Cohen Tauber Spievack &
Wagner P.C.

The Debtor's schedules showed total assets of $57,707,999 and
total liabilities of $16,409,993.


EXPRESS ENERGY: Moody's Gives B2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Express Energy Services Operating, LP and a B2, LGD 3 (35%) rating
to Express' proposed $325 million 5-year first lien senior secured
term loan and $35 million 5-year first lien senior secured
revolver.

Under Moody's LGD methodology, a 65% family recovery rate was used
because substantially all debt in the capital structure is first
lien bank debt, resulting in a B3 probability of default rating
being assigned to Express.  The outlook is stable.

On June 8, 2008, a consortium consisting of Macquarie Capital
Group, Ltd, Wachovia Capital Partners, management and others
agreed to acquire Express for a total transaction value of
$627 million.  Proceeds from the $325 million term loan, along
with a substantial cash equity contribution from Macquarie will be
used to fund the acquisition and refinance existing debt.

Wachovia Capital Partners, management and others will rollover a
portion of their equity stake in Express.  The assigned ratings
assume these transactions occur as expected and are subject to a
review of the final documents and terms.

The B2 CFR reflects Express' relatively small scale and limited
track record owning and operating its existing businesses.  The
ratings also consider the integration risks resulting from
Express' acquisitive history and aggressive growth strategy, its
significant leverage and low tangible asset coverage of debt.

These challenges are somewhat mitigated by Express' meaningful
geographic and product line diversification and its newer asset
base.  The B2 rating is also supported by the significant cash
equity funding of the transaction, Express' seasoned management
team retained from the acquired companies and strong customer
base.

Formed in 2000, Express has grown both through acquisitions as
well as organically and has evolved from a niche rental support
business to the coiled tubing market to a more significant player
that provides production and drilling support services in many of
the major North American producing basins.

Since 2006, management has completed approximately $240 million in
acquisitions that has enhanced its market position in several of
its services lines and enabled the company to provide service
offerings across the well life cycle.

Management believes that it has a meaningful market position in
several of the markets in which it serves, including leading
market positions in casing and laydown services in the Barnett
Shale and West Texas.  In addition, the company believes that its
revenues are evenly balanced between new and existing wells,
providing more stability to its revenues.

Based on March 31, 2008 LTM EBITDA and pro forma for the buyout,
Debt/EBITDA was approximately 3.1x.  While this leverage level is
lower than its B2 rated peers, Moody's believes that it would be
uncomfortably high heading into a sector downturn given Express'
relatively small scale.

In addition, Express' growth has coincided with a very strong
demand up-cycle for oilfield services and the company faces
significant competition from larger and better capitalized
competitors.  As a result, it remains to be seen how well Express'
market position would hold up in a market downturn.

The B2 rating was assigned to the senior secured credit facilities
under Moody's LGD methodology, based on a single class of senior
secured bank debt resulting in an expected 65% family recovery
rate and a B3 PDR.  In addition to the $325 million secured term
loan, Express plans to have a $35 million senior secured revolving
credit facility for working capital needs that will be undrawn at
closing.

However, Moody's notes that the tangible asset coverage for the
bank debt is low.  A significant portion of the approximately
$627 million transaction value is intangible assets tied to the
reputation and customer relationships of Express.

Pro forma goodwill and other intangible assets will account for
over one-half of total assets.  The property and equipment, even
at current valuations, are unlikely to cover the full amount of
the secured credit facilities.

The stable outlook is based on the expectation of generally
supportive market conditions, that the company achieves its
forecasts for earnings and leverage reduction and that it keeps
future capital spending within operating cash flows.

Due to the company's size and leverage, ratings upside is limited
in the near term.  However, if Express were to organically grow
its asset base and EBITDA through internal cash flows, then a
positive outlook or ratings upgrade is possible.

If the company fails to achieve its forecasts or funds significant
capital expenditures or acquisitions with debt funding and
increases leverage then the outlook could be changed to negative
or the ratings downgraded.  A substantial weakening in market
conditions could significantly reduce the company's EBITDA and
tighten liquidity, which could also pressure the ratings.

Express Energy Services Operating, LP, is headquartered in
Houston, TX.


FERRO CORP: Mulls Public Offering of $200 Million Senior Notes
--------------------------------------------------------------
Ferro Corporation proposed a public offering of $200 million in
aggregate principal amount of Senior Notes due 2016.  

The company intends to use the net proceeds from the offering and
available cash, including borrowings under its revolving credit
facility, to purchase or redeem all of its outstanding 9-1/8%
Senior Notes due 2009, to pay accrued and unpaid interest on all
such indebtedness, to pay all premiums and transactions expenses
associated therewith, and for general corporate purposes.

The exact terms and timing of the offering will depend upon market
conditions and other factors.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc. are acting as joint bookrunning
managers for the offering.

A copy of the prospectus supplement and related base prospectus
for the offering may be obtained from:

     Credit Suisse Securities (USA) LLC
     Attn: Prospectus Department
     One Madison Avenue
     New York, NY 10010
     Tel +1 (800) 221-1037

                     About Ferro Corporation

Based in Cleveland, Ohio, Ferro Corporation (NYSE: FOE) --
http://www.ferro.com/-- is a producer of specialty chemicals  
including coatings, enamels, pigments, plastic compounds, and
specialty chemicals for use in industries ranging from
construction, pharmaceuticals and telecommunications.  The company
has approximately 6,300 employees worldwide.  Ferro operates
through these five primary business segments: Performance
Coatings, Electronic Materials, Color and Performance Glass
Materials, Polymer Additives, and Specialty Plastics.  Ferro Corp.
has locations in Argentina, Australia, Belgium, Brazil, China,
among others.


FIRST UNION: S&P Downgrades Ratings on Five Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
First Union National Bank Commercial Mortgage Trust's series
2000-C2.  Concurrently, S&P affirmed its ratings on the remaining
classes from this transaction.
     
The lowered ratings reflect the anticipated losses and credit
support erosion upon the eventual resolution of two assets with
the special servicer, LNR Partners Inc.  S&P downgraded the class
M certificate to 'D' because it expect this class to continue to
incur liquidity interruptions and experience principal losses upon
the resolution of the specially serviced assets in the pool.  The
lowered ratings also reflect several loans in the pool that have
debt service coverage ratios below 1.0x.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 17, 2008, remittance report, the collateral pool
consisted of 136 loans and one real estate owned asset with an
aggregate trust balance of $916.1 million, down from 142 loans
with an aggregate trust balance of $942.5 million at the time of
its last review in May 2007.  The master servicer, Wachovia
Securities Inc., reported financial information for 100% of the
pool excluding defeased loans ($522.6 million, 57%).  Ninety-two
percent of the servicer-reported information was full-year 2007
data.  Based on this information, Standard & Poor's calculated a
weighted average DSC of 1.42x, down from 1.56x at its last.  There
are seven loans in the pool, totaling $64.8 million (7%), that
have a reported DSC of less than 1.0x; the largest are on the
watchlist and are discussed further below.

There are two exposures totaling $12.5 million, (1.4%) with the
special servicer; one is 90-plus-days delinquent and one is REO.  
In addition, there is one loan ($966,093) that is 30-plus-days
delinquent that is not with the special servicer.  An appraisal
reduction amount of $2.1 million is in effect for the REO asset.  
To date, the trust has experienced nine losses totaling
$24.1 million.
     
Details for the two exposures with the special servicer are:

     -- English Creek Corporate Center ($7.9 million, 1%) is
        secured by an 88,390-sq.-ft. office building in Egg Harbor
        Township, New Jersey, near Atlantic City.  The loan was
        transferred to the special servicer in May 2008 due to
        payment default.  The year-end 2007 DSC was 0.63x and
        occupancy was 55%.  The borrower intends to defease the
        loan and has obtained a conditional commitment from the
        bank to refinance the loan pending an appraisal.  

     -- Red Oak Apartments ($4.6 million, 13%) is secured by a
        186-unit multifamily property in Houston, Texas.  The loan
        was transferred to the special servicer in October 2007
        and is now REO.  The property has undergone interior and
        exterior rehabilitation for $1 million.  Occupancy as of
        May 2008 was 63%. An ARA totaling $2.1 million is in
        effect for this asset.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $256 million (28%) and a weighted average
DSC of 1.40x, compared with 1.35x at issuance.  Three of the top
10 loans appear on the master servicer's watchlist and are
discussed below.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans, and all were characterized as "good."
     
Credit characteristics for the third-largest loan, the Park Plaza
Mall loan ($39.6 million, 4%), continues to be consistent with
those of a high investment-grade obligation.
     
Wachovia reported a watchlist of 20 loans with an aggregate
outstanding balance of $111 million (12%), which includes the
third-, sixth-, and eighth-largest loans.  The third-largest loan,
the HCPI pool ($36.6 million, 4%), consists of five cross-
collateralized and cross-defaulted loans secured by five medical
office buildings totaling 500,197-sq.-ft. in San Diego,
California, Minneapolis, Minnesota, Murfreesboro, Tennessee, and
Dallas and Houston, Texas.  This excludes one loan for which the
collateral was defeased.  The loan appears on the watchlist
because two of the properties suffer from low occupancy.  The
Cambridge Medical Center loan reported 65% occupancy as of May
2008 and a DSC of 1.22x as of year-end 2007.  The Park Plaza
Professional Building loan reported 67% occupancy as of May 2008
and a DSC of 1.78x as of year-end 2007.  The combined DSC of the
pool was 1.79x as of Dec. 31, 2007.

     -- The sixth-largest loan, the Pointe at Redwood Shores
        ($21.4 million, 2%) loan, is secured by an 89,000-sq.-ft.
        office building in Redwood Shores, California.  The loan
        appears on the watchlist because of a reported year-end
        DSC of 0.74x.  The decline in DSC was due to the largest
        tenant (24% net rentable area) vacating the property in
        September 2007.

     -- The eighth-largest loan, FelCor-Embassy Suites-Piscataway
        ($18.3 million, 1%), is secured by a 224-room, full-
        service hotel built in 1988 and renovated in 1997.  Year-
        end 2007 DSC and occupancy were 0.62x and 66%,
        respectively.

The remaining loans on the watchlist appear there primarily due to
low DSC and/or occupancy issues.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the ratings at the lowered and
affirmed levels.


                         Ratings Lowered
   
        First Union National Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2000-C2

                      Rating
                      ------
           Class   To         From    Credit enhancement
           -----   --         ----    ------------------
           H       BB-        BB+            4.39%
           J       B+         BB-            3.45%
           K       CCC+       B              2.52%
           L       CCC-       CCC+           0.80%
           M       D          CCC-           0.18%
   
                        Ratings Affirmed
    
        First Union National Bank Commercial Mortgage Trust
    Commercial mortgage pass-through certificates series 2000-C2

                                      Credit enhancement
             Class    Rating          (pooled interests)
             -----    ------          ------------------
             A-2      AAA                    26.69%
             B        AAA                    20.60%
             C        AAA                    15.63%
             D        AA+                    14.05%
             E        AA-                    12.03%
             F        A-                     10.16%
             G        BBB+                    8.60%
             Q        AAA                      N/A
             IO       AAA                      N/A


                      N/A -- Not applicable.


FMC PAHRUMP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: FMC Pahrump, LLC
        3285 S. Jones Blvd., Ste. 105
        Las Vegas, NV 89146

Bankruptcy Case No.: 08-15600

Type of Business: The Debtor is into real estate.

Chapter 11 Petition Date: May 30, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Jon Pearson, Esq.
                  Email: jpearson@fclaw.com
                  Fennemore Craig
                  300 South Fourth St., Ste. 1400
                  Las Vegas, NV 89101
                  Tel: (702) 692-8015
                  Fax: (702) 692-8099
                  http://fclaw.com/

Total Assets: $3,400,000

Total Debts:  $2,898,000

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


FREESTAR TECHNOLOGY: Board OKs Exec Compensation, Margaux Contract
------------------------------------------------------------------
FreeStar Technology Corp. approved equity compensation packages
for its Chief Executive Officer, Paul Egan, and Chief Financial
Officer, Ciaran Egan, and also approved a consulting contract with
Margaux Investment Management Group S.A., a company affiliated
with Carl Hessel, one of FreeStar's directors.

In addition, FreeStar Technology increased the size of its Board
of Directors to five from four, and appointed Killian McGrath to
fill the vacancy on the Board.  Mr. McGrath is an Irish resident
and an investor in FreeStar.

                     CEO Equity Compensation

The Board of Directors approved an equity compensation for Paul
Egan:

   (i) issuance of twenty million shares of fully vested common
       stock, subject to resale restrictions under Rule 144;

  (ii) grant of options to purchase six million shares of
       restricted common stock at an exercise price of $0.05 per   
       share, with half of such options having with a net
       exercise, or cashless exercise provision.

                      CFO Equity Compensation

The Board of Directors approved the following equity compensation
for Ciaran Egan:

   (i) issuance of fifteen million shares of fully vested common
       stock, subject to resale restrictions under Rule 144;

  (ii) grant of options to purchase six million shares of
       restricted common stock at an exercise price of $0.05 per
       share, with half of such options having with a net
       exercise, or cashless exercise provision.

                   Margaux Consulting Agreement

Margaux's prior consulting agreement with FreeStar the prior
consulting agreement, dated Aug. 23, 2003, expired and the Board
of Directors approved a new consulting agreement for substantially
similar services, with all compensation to be paid in the form of
equity to conserve cash.

The Board approved the new Consulting Agreement with these
material provisions:

   (i) two year term;

  (ii) Margaux to provide shareholder relations and public
       relation services, capital market support, financial
       advisory and related services regarding acquisitions or a
       sale of the company or its assets; and

(iii) Margaux Compensation: five million total shares of
       restricted common stock issuable in two 2.5 million shares
       tranches at the execution of the Consulting Agreement and
       upon the one-year anniversary thereof; and options to
       purchase three million shares of restricted common stock at
       an exercise price of Two Cents (U.S. $0.02) above the
       closing price of the shares on the date of issuance of the
       options.

The options will be issued upon the execution of the Consulting
Agreement.

                          Other Events

On June 17, 2008, FreeStar's Board of Directors approved:

   (i) a three to one reverse stock split of the Common Stock and
  (ii) a change of FreeStar's name to "Rahaxi, Inc."

Both changes are subject to approval by FreeStar's stockholders
and will require an amendment to FreeStar's Articles of
Incorporation.  The Board of Directors has authorized and directed
the officers to take all required actions to solicit the approval
of the stockholders, including filing preliminary and definitive
proxy statements with the Securities and Exchange Commission.

                     About FreeStar Technology

Based in Dublin, Ireland, FreeStar Technology Corp. (OTC BB: FSRT)
-- http://www.freestartech.com/-- provides electronic payment    
processing services, including credit and debit card transaction
processing, point-of-sale related software applications and other
value-added services.  The company was incorporated in the State
of Nevada.  The company also has offices in Helsinki, Finland;
Stockholm, Sweden; Geneva, Switzerland; and Santo Domingo, the
Dominican Republic.

                        Going Concern Doubt

New York-based RBSM LLP expressed substantial doubt about FreeStar
Technology Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditing firm said the company is
experiencing difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations.


FRIENDSHIP HOUSE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Friendship House Association, Inc
        619 D. Street S.E.
        Washington, D.C. 20003

Bankruptcy Case No.: 08-00434

Type of Business: The Debtor provides community services.
                  See: http://www.friendshiphouse.net/

Chapter 11 Petition Date: June 24, 2008

Court: District of Columbia (Washington, D.C.)

Debtors' Counsel: Jeffrey M. Sherman, Esq.
                   (jsherman@semmes.com)
                  Semmes, Bowen & Semmes
                  1001 Connecticut Avenue, Suite 1100
                  Washington, D.C. 20036
                  Tel: (202) 822-8250


Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's petition together the list of 20 largest
unsecured creditors is available for free at:

          http://bankrupt.com/misc/colb08-00434.pdf


FRONTIER AIRLINES: Cuts Fleet, Jobs & Capacity Due to Fuel Costs
----------------------------------------------------------------
Frontier Airlines said it will trim capacity, planes and jobs to
deal with weakening economy and rising fuel costs, reports The
Associated Press.

Seat capacity will be reduced by 17 percent, beginning September
all the way through March.  In mid-August, the airline will  phase
out seven aircraft from its Airbus fleet, says Denver Business
Journal.

The airline, which has around 6,000 employees, further noted it
will cut an unspecified number of jobs in line with the capacity
reduction.

"These are very difficult but necessary moves to make, and we put
a lot of thought into them," Frontier President and CEO Sean Menke
said in a statement, according to reports.  "We are focused on
weathering the significant storm that we and the rest of the
airline industry are facing with record fuel prices and a slowing
economy."

Frontier announced last week that starting Aug. 26, it will
permanently cut its two daily flights from Denver to Louisville,
Kentucky, says Denver Business Journal.  The carrier also
disclosed seasonal reductions to four other destinations:

   * One daily flight from Denver to LaGuardia Airport in New
     York City starting Sept. 1.

   * One daily flight from Denver to Philadelphia International
     Airport starting Sept. 1.

   * All flights from Denver to Anchorage International Airport
     in Alaska starting Sept. 12.

   * All flights from Denver to Vancouver International Airport
     starting Sept. 14.

                 About Frontier Airlines Inc.

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq., at Davis Polk &
Wardwell, represents the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre
& Benson LLP is the Debtors' Special Counsel, and Kekst and
Company is the Debtors' Communications Advisors.  At Dec. 31,
2007, Frontier Airlines Holdings Inc. and its subsidiaries'
total assets was US$1,126,748,000 and total debts was
US$933,176,000.


GENERAL MOTORS: Cuts Truck Output to Contain Slump in Sales
-----------------------------------------------------------
General Motors Corp. is planning to cut production of its trucks
as a result of the slump in pickup trucks and SUVs sales, The Wall
Street Journal reports.

The company will decrease production of pickup trucks and SUVs
by 170,000 units but increase output of cars, crossovers and
vans by 47,000 units during the second half of the year, the
report said.

In May, GM's U.S. sales of trucks and SUVs were 37% below those
of May 2007, the biggest decline in the segment among the major
auto makers, report relates.

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

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

                          *     *     *

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


GENERAL MOTORS: Taps Citibank to Review Hummer Brand Options
------------------------------------------------------------
General Motors Corp. hired Citibank to evaluate strategic
alternatives for the automaker's Hummer brand, including the
assessment of prospective buyers, Reuters reports, citing GM's
U.S. sales chief Mark LaNeve.

As related in the Troubled Company Reporter on June 5, 2008, GM
disclosed that it intended to undertake a strategic review of the
Hummer brand to determine its fit within the GM portfolio.  GM is
considering all options, from a complete revamp of the product
lineup to a partial or complete sale of the brand.  GM CEO Rick
Wagoner said the move is in response to the rapid rise n oil
prices and the resulting changes in the U.S., changes that it
believes are more structural than cyclical.

The Detroit Free Press disclosed that sales of the Hummer brand
dropped 62% in May, compared with May 2007 and sales of the brand
were off 36% January through May.

Separately, GM confirmed on Monday that it is offering 0%
financing for 72 months on most of its 2008 models or cash rebates
of up to $7,000, The Wall Street Journal reports.

The offers should help dealers move some of the pickups and SUVs
they have in inventory, which have become hard to sell and are
rapidly falling in value, Mr. LaNeve was quoted by WSJ as saying.

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

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

                          *     *     *

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


GOEN TECHNOLOGIES: To Set $500,000 Pool for Unsecured Creditors
---------------------------------------------------------------
The (New Jersey) Star-Ledger reports that Goen Technologies Corp.
and its affiliated companies delivered a plan of reorganization to
the U.S. Bankruptcy Court for the District of New Jersey on June
24, 2008.

The Star-Ledger's Greg Saitz relates that the Plan provides for a
$500,000 pool to be distributed among unsecured creditors.  The
report says CEO Alex Goen will contribute up to $500,000 in
exchange for common stock issued by the reorganized company.  Mr.
Goen, who is not taking a salary because of the company's
financial situation, will remain CEO and resume a salary "as soon
as practical after confirmation of the plan," Star-Ledger relates,
citing papers filed in court.

Based in East Hanover, New Jersey, Goen Technologies Corporation
and its affiliates, TrimSpa Inc., Vitamerica Corp., and Winfuel
Inc. are the makers of dietary supplements.  Their most notable
product was the supplement TrimSpa, which had been promoted by
the late actress Anna Nicole Smith.  They filed for bankruptcy on
May 21, 2008 (Bankr. N.J. Lead Case No. 08-19499).  The Debtors
listed consolidated total assets of $1,459,219 and total debts
of $31,999,096.


GOODYEAR TIRE: Plans to Close Aussie Facility to Save $35MM Yearly
------------------------------------------------------------------
The Goodyear Tire & Rubber Company plans to close its Australian
manufacturing facility as part of its strategy to reduce high-cost
manufacturing capacity globally and provide cost effective high-
value-added products that the market is demanding.

This action will eliminate approximately 3 million units of high-
cost capacity and provide Goodyear with annual cost savings of
approximately $35 million.

"This completes our commitment to reduce high-cost capacity by
about 25 million units and achieve annual cost savings of more
than $150 million," Robert J. Keegan, Goodyear chairman and chief
executive officer, said.  "Going forward, our efforts will be
focused on increasing production of high-value-added tires in low-
cost operations to support growth in these segments in Asia-
Pacific markets, including Australia and New Zealand."

South Pacific Tyres will immediately initiate communications with
its 600 associates and union representatives regarding the plan to
close the plant in Somerton, Victoria by Dec. 31, 2008.

"Goodyear and South Pacific Tyres remain committed to their
customers and a strong and ongoing product, retail and wholesale
presence in Australia," SPT chief executive officer Judith Swales,
said.

Total restructuring and accelerated depreciation charges for this
action are estimated to be approximately $125 million after tax,
of which approximately $85 million is for cash charges.  Goodyear
anticipates recording charges of approximately $75 million after
tax in the second quarter of 2008.

Formed in 1987 as a joint venture, SPT has been owned by Goodyear
since 2006. The leading tire maker and marketer in Australia, it
has more than 3,000 associates.  Its results have been
consolidated with those of Goodyear's Asia Pacific region since
2004.

                        About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 60 facilities in 26
countries and employs 80,000 people worldwide.  Goodyear has
subsidiaries in New Zealand, Venezuela, Peru, Mexico, Luxembourg,
Finland, Korea and Japan, among others.  

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 6,
2008, Fitch Ratings upgraded The Goodyear Tire & Rubber Company's
Issuer Default Rating to 'BB-' from 'B+' and senior unsecured debt
rating to 'B+' from 'B-/RR6'.    


GOODYS FAMILY: Taps DJM Realty to Manage Sale of 69 Retail Stores
-----------------------------------------------------------------
Goody's Family Clothing Inc. has selected DJM Realty, a national
retail real estate disposition and restructuring firm, to
exclusively manage the disposition project of 69 retail store
leases located throughout the Southeast.

During this process, Goody's will continue to remain fully
operational and open for business as usual.

"These 69 Goody's stores that DJM Realty will be marketing range
from 20,574 - 52,632 square feet," Emilio Amendola, co-president
of DJM Realty, said.  "We are pleased to offer these prime real
estate locations to retailers; The Goody's portfolio offers a
unique mix of mid and big box stores located in freestanding
locations and strip centers with strong retail co-tenants."

The Goody's store leases are available in these locations:
Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Kansas,
Kentucky, Louisiana, Missouri, North Carolina, Ohio, Oklahoma,
South Carolina, Tennessee, Texas, Virginia, and West Virginia.

Goody's Family has identified the need to close these 69
underperforming stores to significantly reduce expenses and create
a more appropriate capital structure so that Goody's is better
positioned for the future.

These 69 locations are liquidating its inventory through their
stores until store closures are complete.  The engagement of DJM
Realty, which is subject to bankruptcy court approval, anticipates
a bid due date by July 30, 2008.

DJM Realty has worked with over 220 companies to dispose of their
excess or underperforming real estate. DJM Realty is a leader in
finding innovative ways to consolidate and reconfigure real estate
to achieve the highest possible value.

For more information regarding the disposition assignment please
contact:

   a) James Avallone
      DJM Realty
      Tel (631) 752-1100 ext. 224
      Email javallone@djmrealty.com

   b) Emilio Amendola
      DJM Realty
      Tel (631) 752-1100 ext. 223

Property details are available at http://www.djmrealty.com.

                      About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing    
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operates 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.

The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-11133).  
Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.  When the
Debtors filed for protection against their creditors, they listed
assets and debts between $100 million and $500 million.

As of May 3, 2008, the Debtors' records disclosed total assets
having a book value of $313,000,000 and total debts of
$443,000,000.


GREY WOLF: Gets Third $10/Share Proposal from Precision Drilling
----------------------------------------------------------------
Grey Wolf Inc. received a letter from the board of trustees of
Precision Drilling Trust about a third unsolicited proposal to
acquire Grey Wolf.  The Trust's proposal is to acquire all of Grey
Wolf's common stock for total consideration of $10 per share on a
fully diluted basis, consisting of cash and Trust units at the
election of Grey Wolf's shareholders, subject to proration so that
the cash portion does not exceed 50% of the aggregate offer price.

Precision Drilling Trust increased its bid for Grey Wolf by 3.3%
to $2 billion from $1.97 billion, and increased the offer's cash
component, days after the land-drilling services company said
Precision's earlier bid was inferior to Basic Energy Services
Inc.'s proposal, The Wall Street Journal related.

This third proposal contained a statement that it is the Trust's
final proposal to Grey Wolf.

In addition to the terms, the Trust's third proposal includes
these terms and conditions:

   -- final agreement on a transaction would be conditioned on:

      - negotiation of acceptable legal documentation, which the
        Trust expected to contain substantially the same terms as   
        the pending merger agreement with Basic Energy Services      
        Inc.;

      - completion of focused confirmatory due diligence, which
        the Trust indicated would be conducted on an expedited
        basis;

      - Grey Wolf shareholder approval, but would not be
        conditioned on Trust unitholder approval; and

      - regulatory approval under the Hart-Scott-Rodino Act and
        other customary approvals;

   -- possible completion of evaluation, due diligence,
      negotiation and signing of definitive documents within two
      weeks;

   -- the Trust's statement that it has C$600 million of borrowing
      capacity to assist it in funding of the proposed business
      combination;

   -- attached letters from Deutsche Bank Securities Inc. and
      Royal Bank of Canada indicating that they were confident
      that they could arrange for or provide to the Trust
      financing required to complete the proposed business
      combination, subject in each case to numerous conditions,
      some of which were unspecified or were to be met to the
      satisfaction of the lender; however, each institution
      indicated that their letter should not be considered a
      binding commitment to provide such financing; and

   -- the Trust's statement that it is prepared to discuss Grey
      Wolf nominees to the board of directors of Precision
      Drilling Corporation, the administrator of the Trust.

The full text of the Trust's proposal is available for free at
http://ResearchArchives.com/t/s?2eae

Grey Wolf's board of directors will evaluate the Trust's proposal
consistent with its fiduciary duties and Grey Wolf's obligations
with respect to unsolicited third party offers under the merger
agreement with Basic Energy Services and Horsepower Holdings Inc.
which remains in effect.

Copies of the registration statement and the joint proxy statement
and prospectus and the SEC filings that are incorporated may also
be obtained for free by directing a request to:

     Basic Energy Services Inc.
     Investor Relations
     Tel (432) 620-5510

            or
   
     Grey Wolf Inc.
     Investor Relations
     Tel (713) 435-6100

                  About Precision Drilling Trust

Precision Drilling Trust (NYSE:PDS and TSX:PD.UN) is an
unincorporated open-ended investment trust established under the
laws of the Province of Alberta, Canada.

                         About Grey Wolf

Headquartered in Houston, Texas, Grey Wolf Inc. (AMEX: GW) --
http://www.gwdrilling.com/-- provides turnkey and contract oil
and gas land drilling services in the best natural gas producing
regions in the United States with a current drilling rig fleet of
121, which will increase to 123 with the expected addition of two
new rigs in 2008.

                          *     *     *

Grey Wolf continues to carry Moody's Investors Service Ba3
corporate family rating which was placed on July 31, 2006.  The
outlook is stable.


GSAMP TRUST: S&P Chips Ratings on 21 Classes of Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
classes of mortgage pass-through certificates issued by four GSAMP
Trust transactions.

Additionally, S&P placed its 'AAA' ratings on the class A-1, A-2,
and A-3 certificates from GSAMP Trust 2006-SD2 on CreditWatch with
negative implications.  Finally, S&P affirmed eight ratings from
three GSAMP Trust transactions.

The downgrades reflect the adverse performance of the collateral
pools as monthly net losses continue to outpace monthly excess
interest cash flows, thereby compromising overcollateralization
and weakening credit support.

As of the May 2008 distribution period, cumulative realized losses
ranged from 5.27% (GSAMP Trust 2005-SD1) to 8.32% (GSAMP Trust
2006-SD2) of the original principal balances.  Total delinquencies
ranged from 37.43% (GSAMP Trust 2006-SD1) to 54.44% (GSAMP Trust
2006-SD2) of the current principal balances.

The aforementioned adverse performance and commensurate current
loss levels associated with the downgraded classes indicate that
current and projected credit support percentages are not
sufficient at the previous rating levels.  Monthly net losses for
the four deals with lowered ratings are outpacing monthly excess
interest on both a six- and 12-month basis.

                            Table 1

    Deal ratio Avg 6 Mo loss  Avg 6 Mo excess int  Loss/excess       
    ---------- -------------  -------------------  -----------
    2005-SD1   $1,218,287.00      $250,821.00          4.86
    2006-SD1     $703,230.00      $271,660.33          2.59
    2006-SD2   $2,596,927.00      $679,892.17          3.82
    2006-SD3   $1,123,971.00      $431,497.67          2.60

                            Table 2

    Deal ratio  Avg 6 Mo loss  Avg 6 Mo excess int  Loss/excess  
    ----------  -------------  -------------------  -----------
    2005-SD1    $1,019,334.00      $299,112.50         3.41
    2006-SD1      $606,084.00      $249,157.92         2.43
    2006-SD2    $1,955,333.00      $603,116.92         3.24
    2006-SD3      $932,657.00      $375,335.33         2.48

Moreover, the amount of O/C available for these transactions is
diminishing, as detailed in table 3.

                             Table 3

      Deal       O/C actual   O/C target     O/C deficiency
      ----       ----------   ----------     --------------
      2005-SD1  $1,630,553.02 $12,763,008.03 $11,132,455.01
      2006-SD1  $5,057,823.21 $10,210,597.68  $5,152,774.47
      2006-SD2  $1,134,920.30 $19,553,334.33 $18,418,414.03
      2006-SD3  $4,693,588.45 $12,416,226.62  $7,722,638.17

Based on the recent performance of these transactions, S&P believe
the lowered ratings adequately reflect recent performance trends.

We placed our 'AAA' ratings on the class A-1, A-2, and A-3
certificates from GSAMP Trust 2006-SD2 on CreditWatch because this
transaction has incurred losses greater than what S&P anticipated,
and S&P believe this trend may continue.  As such, S&P will
continue to closely monitor this transaction.

If delinquencies continue to translate into realized losses, S&P
will take additional rating action.  Meanwhile, the rating
affirmations on the eight other classes from series 2005-SD1,
2006-SD1, and 2006-SD3 reflect loss coverage percentages that are
sufficient to maintain the current ratings.

Seasoning for these transactions ranges from 22 months (GSAMP
Trust 2006-SD3) to 40 months (GSAMP Trust 2005-SD1), and the
transactions have outstanding pool factors ranging from
approximately 28.98% (GSAMP Trust 2005-SD1) to 62.60% (GSAMP Trust
2006-SD3).

A combination of subordination, excess spread, and O/C provide
credit support for these transactions.  The underlying collateral
for these series originally consisted primarily of performing,
subprime "scratch-and-dent," adjustable- and fixed-rate, first-
and second-lien mortgage loans secured by residential properties.


                          Ratings Lowered

                            GSAMP Trust
                Mortgage pass-through certificates

                                                Rating
                                                ------
     Series           Class               To              From    
     ------           -----               --              ----
     2005-SD1         M-3                 BB              A-
     2005-SD1         B-1                 B               BBB+
     2005-SD1         B-2                 B-              BBB-
     2005-SD1         B-3                 CCC             BB
     2005-SD1         B-4                 CC              B
     2006-SD1         B-1                 BB              BBB+
     2006-SD1         B-2                 B               BBB
     2006-SD1         B-3                 B-              BBB-
     2006-SD1         B-4                 CCC             BBB-
     2006-SD2         M-1                 BB              AA
     2006-SD2         M-2                 B               A+
     2006-SD2         B-1                 CCC             A
     2006-SD2         B-2                 CCC             A-
     2006-SD2         B-3                 CC              BBB
     2006-SD2         B-4                 CC              BBB-
     2006-SD3         M-1                 A               AA
     2006-SD3         M-2                 BB              A
     2006-SD3         B-1                 B               A-
     2006-SD3         B-2                 B-              BBB+
     2006-SD3         B-3                 CCC             BBB-
     2006-SD3         B-4                 CCC             BBB-
  
               Ratings Placed on Creditwatch Negative

                             GSAMP Trust
               Mortgage pass-through certificates

                                                Rating
                                                ------
     Series           Class               To              From
     ------           -----               --              ----
     2006-SD2         A-1                 AAA/Watch Neg   AAA
     2006-SD2         A-2                 AAA/Watch Neg   AAA
     2006-SD2         A-3                 AAA/Watch Neg   AAA

                         Ratings Affirmed

                          GSAMP Trust
               Mortgage pass-through certificates
  
               Series      Class          Rating
               ------      -----          ------
               2005-SD1    A              AAA
               2005-SD1    M-1            AA
               2005-SD1    M-2            A+
               2006-SD1    A-1            AAA
               2006-SD1    A-2            AAA
               2006-SD1    M-1            AA
               2006-SD1    M-2            A
               2006-SD3    A              AAA


GT ARCHITECTURE: May Use Lenders' Cash Collateral on Interim Basis
------------------------------------------------------------------
GT Architecture Contractors Corp. and its debtor-affiliates
obtained interim authority from the U.S. Bankruptcy Court for the
Northern District of Georgia to use cash collateral securing their
obligations to United Community Bank and Regions Bank.

The Debtors told the Court that various lenders assert security
interests in their real property, as well as rent proceeds and
sales proceeds from the property.  The Debtors said they owe
lenders about $55,000,000 in principal amount.

The Court ordered that:

   a. a security interest in the Debtors' postpetition rents and
      sales proceeds to the same extent and priority as its
      prepetition lien and interest in its prepetition collateral;

   b. continuation of the lien and security interest held by each
      lender in its prepetition collateral; and

   c. copies of the Debtors' monthly operating reports.

According to the Debtors, unless they are authorized to use cash
collateral in the ordinary course of businesses, their operations
will be jeopardized and impaired.

Jonesboro, Georgia, GT Architecture Contractors Corp. and its
affiliates -- http://www.gtnewhomes.com/-- construct single-
family houses.  The housing development group filed for Chapter 11
protection on May 20, 2008 (Bankr. N.D. Ga. Lead Case No. 08-
69440).  Judge Margaret H. Murphy presides over the case.  Michael
D. Robl, Esq., at Thomerson Spears & Robl LLC, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of $10 million to $50 million.


HALCYON JETS: Posts $706,309 Net Loss in First Qtr. Ended April 30
------------------------------------------------------------------
Halcyon Jets Holdings Inc. reported a net loss of $706,309 on
total revenues of $10,174,333 for the first quarter ended
April 30, 2008, compared with a net loss of $227,037 on total
revenues of $367,378 in the same period ended April 30, 2007.

The company said that the increase in revenues was the result of a
significant rise in client usage of its private travel and
concierge services.  In the most recent quarter, Halcyon booked
341 trips compared to 17 in the first quarter ended April 30,
2007.

Halcyon recently announced it signed a Letter of Intent to acquire
a majority interest in Beverly Hills-based private aviation firm
A-List Jets.  

At April 30, 2008, the company's consolidated balance sheet showed
$4,544,083 in total assets, $3,421,141 in total liabilities, and
$1,122,942 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2008, are available for
free at http://researcharchives.com/t/s?2ea5

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about Halcyon Jets Holdings Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the period Feb. 1,
2007 (date of inception) through Jan. 31, 2008.  The auditing firm
reported that the company began its opinions in March 2007 and has
not as yet attained a level of operations which allows it to meet
its current overhead.  

The auditing firm added that the company does not contemplate
attaining profitable operations within its first few operating
cycles and is dependent upon obtaining additional financing
adequate to fund working capital, infrastructure, and significant
marketing/investor related expenditures to gain market recognition
in order to achieve a level of revenue adequate to support its
cost structure.

                        About Halcyon Jets

Based in New York City, Halcyon Jets Holdings Inc. (OTC BB: HJHO)
-- http://www.halcyonjets.com/-- operating through its wholly  
owned subsidiary Halcyon Jets Inc., is a broker of on-demand
aircraft services, serving as agent of its customers in arranging
for their transportation needs.  Halcyon Jets capitalizes on the
highest-margin segment of the aviation industry: elite business
and luxury travelers who demand the highest levels of service,
professionalism and comfort.


HARBOUR WALK: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Harbour Walk Preserve LLC filed with the U.S. Bankruptcy Court for
the Southern District of Florida, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $16,500,000
  B. Personal Property                 $7,066
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $13,997,604
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $87,422
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $14,200
                                  -----------    -----------
     TOTAL                        $16,507,066    $14,099,226

Palm Beach Gardens, Florida-based Harbour Walk Preserve LLC filed
for Chappter 11 protection on May 23, 2008 (Bankr. S.D. Fla. Case
No. 08-16789).  Bradley S. Shraiberg, Esq., John E. Page, Esq.,
and Eyal Berger, Esq., at Kluger Peretz Kaplan & Berlin P.L.,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


HARBOUR WALK: Wants to Hire Kluger Peretz as Bankruptcy Counsel
---------------------------------------------------------------
Harbour Walk Preserve LLC asks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Kluger Peretz
Kaplan & Berlin P.L. as its bankruptcy counsel.

Kluger Peretz will, among others, advise the Debtor generally
regarding matters of bankruptcy law in connection with the cases,
assist the Debtor in the analysis, negotiation and disposition of
estate assets for the benefit of the estate and its creditors, and
to prepare and seek confirmation of a plan of reorganization.

Bradley S. Shraiberg, Esq., a member at Kluger Peretz, tells the
Court that the firm's professionals bill these hourly rates:

      Bradley S. Shraiberg         $400
      Members                  $350 - $600
      Associates               $190 - $400
      Paralegals               $115 - $180

Mr. Shraiberg assures the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Palm Beach Gardens, Florida-based Harbour Walk Preserve LLC filed
for Chappter 11 protection on May 23, 2008 (Bankr. S.D. Fla. Case
No. 08-16789).  Bradley S. Shraiberg, Esq., John E. Page, Esq.,
and Eyal Berger, Esq., at Kluger Peretz Kaplan & Berlin P.L.,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


HOLLINGER INC: Closes Revised Settlement Deals with Sun-Times
-------------------------------------------------------------
Sun-Times Media Group, Inc. closed the transactions included in
the revised settlement agreement with Hollinger Inc. and certain
other parties, which had been previously announced on May 14,
2008.  Pursuant to the Revised Settlement Agreement, the company
has settled and resolved the various disputes and litigation among
the company, its controlling stockholder, Hollinger, and
Hollinger's largest secured noteholder, Davidson Kempner Capital
Management LLC.

As part of the closing with respect to the Revised Settlement
Agreement, the Company, Hollinger, 4322525 Canada Inc., and Sugra
Limited entered into the Full and Final Mutual Release dated as of
June 18, 2008, which fully, finally and forever released one
another from claims, damages and causes of action (other than
claims expressly acknowledged in the Revised Settlement
Agreement), along with their current and former counsel (other
than Torys LLP), subsidiaries, divisions, employees, consultants,
advisors, directors, and officers (other than Conrad M. Black and
certain other persons or entities controlled by them).  The
Parties did not intend to release any claims they each could, may,
or do have to any coverage under any insurance policies as a
covered insured.

                  Registration Rights Agreement

In addition, the company, Hollinger, and 4322525 Canada Inc.
entered into a Registration Rights Agreement, dated as of June 17,
2008, with respect to the shares of Class A Common Stock of the
company that were issued upon the conversion of all of the shares
of Class B Common Stock of the company (previously held by
Hollinger and 4322525 Canada Inc.), as well as with respect to the
new shares of Class A Common Stock issued to Hollinger and 4322525
Canada Inc., in both cases, pursuant to the Revised Settlement
Agreement.

                      Securities Issuance

Pursuant to the terms of the Revised Settlement Agreement, all of
the shares of Class B Common Stock of the company held by each of
Hollinger and 4322525 Canada Inc., 2,000,000 and 12,990,000,
respectively, were converted on a one-for-one basis into an equal
number of shares of Class A Common Stock of the company.  The
conversion was exempt from the registration requirements of the
Securities Act by Section 3(a)(9).

In addition, pursuant to the terms of the Revised Settlement
Agreement, the company issued 200,000 additional shares of Class A
Common Stock to Hollinger and 1,299,000 additional shares of Class
A Common Stock to 4322525 Canada Inc.  The securities were issued
in a transaction not involving a public offering in reliance on
the exemption from the registration requirements of the Securities
Act by Section 4(2).

                       Board Number Reduction

On June 18, 2008, pursuant to the Revised Settlement Agreement,
William E. Aziz, Brent D. Baird, Albrecht W. A. Bellstedt, Peter
J. Dey, Edward C. Hannah and G. Wesley Voorheis resigned from the
Company’s Board of Directors.

On June 20, 2008, the board of directors of Sun-Times Media Group,
Inc., reduced its size to seven directors and elected Peter J. Dey
and Robert B. Poile to the board.

Mr. Dey will serve as Chairman of the Nominating and Governance
Committee and as a member of the Compensation Committee. Mr. Poile
will serve on the Audit Committee.

Mr. Dey has been the Chairman of Paradigm Capital Inc., a Canadian
securities firm, since November 2005.  From January 2003 to
November 2005, Mr. Dey was a partner in the law firm of Osler,
Hoskin & Harcourt.  Mr. Dey currently serves as a director of
Addax Petroleum Corporation, Goldcorp Inc. and Redcorp Ventures
Ltd., each of which is a Canadian public reporting company.

Mr. Poile is currently a Portfolio Strategist at Polar Securities,
Inc. and a Trustee of the Board of Cinram International Income
Fund, a Canadian public company.  In 2004, Mr. Poile became
President and CEO of Clublink, resigning upon sale of the
investment in 2007. In the past, Mr. Poile has acted as Chairman,
Director or officer of various entities, including Dylex Limited,
Repap Enterprises Inc., Spar Aerospace, Call-Net Enterprises Inc.,
and Clublink Corporation.

As disclosed in the Troubled Company Reporter on June 16, 2008,
Polar Securities Inc. and its affiliates own 8,768,163 shares of
the company's Class A Common Stock as of June 4, 2008, the date of
its most recent filing with the Securities and Exchange
Commission.  Following the closing under the Revised Settlement
Agreement, such number of shares represented approximately 10.70%
of the outstanding shares of the company's Class A Common Stock.

                      About Hollinger Inc.

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

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

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

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


IAC/INTERACTIVECORP: Extends Offering Consent Deadline to July 9
----------------------------------------------------------------
IAC/InterActiveCorp disclosed that in connection with its cash
tender offer for any and all of its outstanding 7% Senior Notes
due 2013 (CUSIP Nos. 902984AD5 & 902984AC7/ISINs US902984AD51,
US902984AC78 & USU9033KAA26) and related consent solicitation to
amend the indenture governing the Notes, it is extending the
Consent Time from 5:00 p.m., New York City time, on June 24, 2008,
to 5:00 p.m., New York City time, on Wednesday, July 9, 2008.

As reported in the Troubled Company Reporter in June 16, 2008,
IAC/InterActiveCorp commenced a cash tender offer for any and all
of its outstanding 7% Senior Notes due 2013 and a related consent
solicitation to amend the indenture governing the Notes.

IAC is also extending the Expiration Time from Midnight, New York
City time, on Wednesday, July 9, 2008, to Midnight, New York City
time, on Wednesday, July 23, 2008.  

IAC also is extending the Price Determination Date from June 24,
2008 to July 9, 2008.  Holders who previously have tendered Notes
do not need to retender their Notes or take any other action in
response to these extensions.

Except for the extension of the Consent Time, Expiration Time and
Price Determination Date, the tender offer and consent
solicitation and the Offer to Purchase and related Letter of
Transmittal and Consent remain in full force and effect.

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

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

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

(iii) the Indenture Condition, which requires that the
       supplemental indenture implementing the proposed amendments
       will have been executed by the indenture trustee.

Although the conditions to the tender offer and consent
solicitation include the Spin-Off Condition, consummation of the
tender offer and consent solicitation is not a condition precedent
to any of the proposed spin-offs.

The tender offer will expire at Midnight, New York City time, on
July 23, 2008, unless further extended or earlier terminated by
IAC.  The consent solicitation will expire at 5:00 p.m., New York
City time, on July 9, 2008, unless further extended or earlier
terminated by IAC.

The yield on the Reference Security will be calculated at
2:00 p.m. on July 9, 2008, unless the Price Determination Date is
further extended or the tender offer and consent solicitation are
earlier terminated by IAC.  Except for the extensions, the
complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and related
Letter of Transmittal and Consent.

IAC has retained Morgan Stanley & Co. Incorporated to act as the
Dealer Manager for the tender offer and the Solicitation Agent for
the consent solicitation.

Questions regarding the tender offer and the consent solicitation
may be directed to Morgan Stanley at (800) 624-1808 (toll-free) or
(212) 761-1941 (collect) (Attn: Liability Management).

Requests for documentation may be directed to MacKenzie Partners
Inc. the Information Agent for the tender offer and consent
solicitation, at (800) 322-2885 (toll-free) or (212) 929-5500
(collect).

                           About IAC

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

                           *     *     *

As reported in the Troubled Company Reporter on June 16, 2008,
Standard & Poor's Ratings Services said that its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it planned to divide itself into five publicly traded
companies.


INDOSUEZ CAPITAL: Fitch Junks Ratings on Two Classes of Notes
-------------------------------------------------------------
Fitch upgraded one class and downgrades three classes of notes
issued by Indosuez Capital Funding VI, Ltd./Corp.  The rating
actions are effective immediately:

  -- $280,902 class B notes upgraded to 'AAA' from 'AA';
  -- $30,455,208 class C notes downgraded to 'B/DR2' from 'BBB+';
  -- $12,559,136 class D-1 notes downgraded to 'C/DR6' from
     'B/DR3';

  -- $4,887,343 class D-2 notes downgraded to 'C/DR6' from
     'B/DR3'.

Indosuez VI is a collateralized debt obligation that closed
Sept. 14, 2000 and is currently managed by Lyon Capital Management
LLC, having succeeded the original manager Indosuez Capital in
July 2004.  Indosuez VI exited its reinvestment period in
September 2005 and has a portfolio composed of approximately 65%
high yield bonds and 35% high yield loans.  Included in this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.  Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the cumulative
default rates associated with the current ratings of the
liabilities.

The upgrade to the class B notes is due to its small remaining
balance, as well as Fitch's expectation that the notes be paid in
full within the next one to two payment periods.

The downgrade to the class C notes is a result of an additional
default in the portfolio and the adverse impact of the out-of-the-
money interest rate swap with a swap notional that exceeds the
entire portfolio balance.  Between Fitch's last review, which was
based on the July 31, 2006 trustee report, and the most recent
trustee report dated May 31, 2008, the portfolio has become
increasingly concentrated due to deal amortization, which, along
with the additional default, has increased the percentage of
defaulted assets to 14.2% from 5.6% of the portfolio, and the
'CCC' and lower portion of the portfolio to 21.9% from 16.3%.  

In this same period, the obligor concentration has increased;
currently 19 obligors remain from 44 at last review.  The cash
outflows due to the out-of-the-money swap have resulted in
negative interest coverage tests for the class B, C and D notes at
-194.2%, -18.6% and -9.2%, respectively; all of which are failing
their respective covenants.  Fitch's cash flow projections
indicate that principal proceeds are likely to continue to be used
to pay the interest rate swap, and to a greater extent the class C
interest, which will potentially lead to the class C notes being
undercollateralized.

The class D-1 and D-2 notes are downgraded to 'C' and the
distressed recovery ratings are lowered to 'DR6' based on Fitch's
expectation that future distributions to these classes will be
minimal, resulting in a discounted recovery in the 0-10% range.

The ratings of the class B, C, D-1 and D-2 notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.

Fitch released updated criteria on April 30, 2008 for Corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or with a
Negative Outlook, reducing such ratings for default analysis
purposes by two and one notch, respectively.


INDYMAC: Moody's Junks Ratings of Seven Tranches
------------------------------------------------
Moody's Investors Service has downgraded the ratings of 10
tranches from deal INDX 2006-AR15, an Alt-A transaction issued by
IndyMac.  Four tranches remain on review for possible further
downgrade.  Additionally, one tranche was placed on review for
possible downgrade.

The collateral backing this transaction consists primarily of
first-lien, adjustable-rate, Alt-A mortgage loans.  The ratings
were downgraded, in general, based on higher than anticipated
rates of delinquency, foreclosure, and REO in the underlying
collateral relative to credit enhancement levels.  The actions
described are a result of Moody's on-going review process.

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR15

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Baa1
  -- Cl. M-6, Downgraded to Ca from Baa3
  -- Cl. M-7, Downgraded to Ca from Ba1
  -- Cl. M-8, Downgraded to Ca from B1
  -- Cl. M-9, Downgraded to Ca from B2
  -- Cl. M-10, Downgraded to Ca from Caa2


INFINITY CAPITAL: Net Assets Increase $620,269 in 2008 First Qtr.
-----------------------------------------------------------------
Infinity Capital Group Inc. had a net increase in net assets from  
operations of $620,269 during the three months ended March 31,
2008, as compared to a net increase in net assets from operations
of $91,947 for the three months ended March 31, 2007.

During the three month period ended March 31, 2008, the company  
did not recognize any investment income from its investment  
activities compared to $100,000 for the same period in 2007.  
During the three months ended March 31, 2007, investment income
included consulting services to Fluid Audio Networks for
which the company received $15,000 in cash and $85,000 in stock.

The company had an increase in change in unrealized gains from
investments, net of tax, of $507,062 during the three months ended
March 31, 2008, compared to an increase in the change in
unrealized gains from investments, net of tax, of $26,275 during
the three months ended March 31, 2007.  The increase in change in
unrealized gains from investments during the three months ended
March 31, 2008, is largely a result of the company's investment in
Strategic Environmental & Energy Solutions.

At March 31, 2008, the company's balance sheet showed $1,212,814
in total assets, $447,951 in total liabilities, and $764,863 in
total net assets.

Full-text copies of the company's financial statements at
March 31, 2008, are available for free at:

               http://researcharchives.com/t/s?2e4f

                       Going Concern Doubt

Larry O'Donnell, CPA, P.C. expressed substantial doubt about
Infinity Capital Group Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2007, and 2006.  Mr. O'Donnell pointed to the
company's recurring losses from operations.

                      About Infinity Capital

Headquartered in New York, Infinity Capital Group Inc.
-- http://www.infinitybdc.com/-- is a non-diversified, closed-end   
management investment company that has elected to be treated as a
Business Development Company under the Investment Company Act of
1940.  As a BDC, the company must be primarily engaged in the  
business of furnishing capital and making available managerial
assistance to portfolio companies that generally do not have ready
access to capital through conventional financial channels.


INTELSAT LTD: Affiliates Plan Notes Offerings to Repay Loans
------------------------------------------------------------
Intelsat Ltd. disclosed the notes offerings of its affiliates:

   (i) its subsidiary, Intelsat (Bermuda) Ltd., intends to offer
       an aggregate principal amount of approximately $2.8 billion
       of 11-1/4% senior notes due 2017 and an aggregate principal
       amount of approximately $2.2 billion of 11-1/2% and 12-1/2%
       senior PIK election notes due 2017;

  (ii) its subsidiary, Intelsat Intermediate Holding Company
       Ltd., intends to offer an aggregate principal amount at
       maturity of approximately $481.0 million of 9-1/2% senior
       discount notes due 2015; and

  iii) its subsidiary, Intelsat Subsidiary Holding Company Ltd.,
       intends to offer an aggregate principal amount of
       approximately $883.3 million of 8-1/2% senior notes due
       2013 and an aggregate principal amount of approximately
       $681.0 million of 8-7/8% senior notes due 2015.

The net proceeds of Intelsat Bermuda notes, together with cash on
hand, will be used to repay in full Intelsat Bermuda's outstanding
senior unsecured bridge loan credit agreement and senior unsecured
PIK election bridge loan credit agreement.

Net proceeds of The Intermediate Holdco notes, together with cash
on hand, will be used to repay in full Intermediate Holdco's
outstanding senior unsecured backstop loan credit agreement.

The net proceeds of Intelsat Sub Holdco, together with cash on
hand, will be used to repay in full Intelsat Sub Holdco's
outstanding senior unsecured backstop loan credit agreements.

The bridge and backstop loans being repaid with the proceeds of
the notes were incurred:

   (i) in connection with the funding of the acquisition of
       Intelsat Holdings Ltd., the indirect parent of Intelsat,
       Ltd., by an entity formed by funds advised by BC Partners
       Holdings Limited, Silver Lake Partners and certain other
       equity investors; and

  (ii) in connection with the funding of the change of control
       offers required by Intelsat Sub Holdco and Intermediate
       Holdco as a result of the Acquisition.

                      About Intelsat Ltd.

Headquartered in Pembroke, Bermuda, Intelsat Ltd. --
http://www.intelsat.com/-- is a provider of fixed satellite    
services to the media, network services and government customer
sectors.  The company has a fleet of 51 satellites and seven owned
teleports and terrestrial facilities.  It supplies video, data and
voice connectivity in over 200 countries and territories for over
1,800 customers.  The company's business is diversified by service
offering, customer group, satellite and geography.  The company's
customers include media and communications companies,
multinational corporations, Internet service providers and
government/military organizations.


INTELSAT LTD: Moody's Junks Ratings on $2.8 Billion Notes
---------------------------------------------------------
Moody's Investors Service assigned ratings to approximately
US$7.1 billion of new debt instruments issued by Intelsat, Ltd.
through its subsidiaries, Intelsat, Ltd., Intelsat Intermediate
Holding Company, Ltd. and Intelsat Subsidiary Holding Company,
Ltd.

Individual debt instrument rating assignments and associated loss
given default assessments are listed.  At the same time, Moody's
also affirmed Intelsat's Caa1 corporate family rating and SGL-3
speculative grade liquidity rating while maintaining the stable
ratings outlook.

This rating action is prompted by a refinancing transaction in
which the newly issued debts will be used by the respective
issuers to repay equivalently sized outstanding credit facilities
that were entered into to finance Intelsat's acquisition by
private equity investors and to finance the required change of
control offers for outstanding notes at both Intelsat Subsidiary
Holding Company, Ltd. and Intelsat Intermediate Holding Company,
Ltd.

Since this transaction merely substitutes one source of funding
with a similarly sized and structured instrument, the transaction
is assessed as being neutral to Intelsat's existing CFR and near-
term default risk remains broadly consistent with that assessed in
January when the company's ratings were revised.

Given this background, Intelsat's Caa1 CFR was affirmed, and, in
those cases in which the newly issued notes replace a rated debt
issue, the new notes are rated at the same levels as the
instruments being refinanced.  With no change to the credit
profile of the company expected to occur over the near term, the
outlook continues to be stable.

Instruments rated:

Issuer: Intelsat (Bermuda), Ltd.

  -- $2,805 million Senior Notes due June 15, 2017, Rated Caa2
     (LGD5, 80%)

  -- $2,231 million Senior PIK Election Notes due June 15, 2017,
     Rated Caa2 (LGD5, 80%)

Issuer: Intelsat Intermediate Holding Company, Ltd.

  -- $481 million 9.5% Senior Discount Notes due February 1, 2015,
     Rated Caa1 (LGD4, 53%)

Issuer: Intelsat Subsidiary Holding Co. Ltd.

  -- $883 million 8.5% Senior Notes due January 15, 2013, Rated B3
     (LGD3, 32%)

  -- $681 million 8.875% Senior Notes due January 15, 2015, Rated
     B3 (LGD3, 32%)

Headquartered in Pembroke, Bermuda, Intelsat Ltd. is the world's
leading fixed satellite service operator and is privately held by
BC Partners, a financial investor.


INTELSAT LTD: S&P Puts 'BB-' Issue-Level Rating on 8.50% Sr. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings on an
aggregate $7.1 billion in proposed new debt instruments issued by
various subsidiaries of Bermuda-based Intelsat Ltd.  Proceeds from
the new debt will be used to replace existing credit agreements
and bridge facilities.  The credit agreements were put in place to
finance the change of control provisions under three separate debt
issues that were triggered by the Feb. 4, 2008, acquisition of the
company by an investor group led by BC Partners.  At the same
time, S&P affirmed the 'B' corporate credit rating on Intelsat, as
these proposed debt issuances were already incorporated into S&P's
rating.  The outlook is stable.
     
S&P are assigning a 'BB-' issue-level rating and a '1' recovery
rating on Intelsat Subsidiary Holding Co. Ltd.'s 8.50% senior
notes due 2013 and 8.875% senior notes due 2015.  The '1' recovery
rating indicates the expectation for very high (90% to 100%)
recovery in the event of a payment default.  S&P are assigning a
'B-' issue-level rating and a '5' recovery rating on Intelsat
Intermediate Holding Co. Ltd.'s 9.50% senior discount notes due
2015.  The '5' recovery rating indicates the expectation for
modest (10% to 30%) recovery in the event of a payment default.  
We're also assigning a 'CCC+' issue-level rating and a '6'
recovery rating on Intelsat Bermuda Ltd.'s 11.25% senior notes due
2017 and 11.50% senior paid-in-kind election notes due 2017.  The
'6' recovery rating indicates the expectation for negligible (0%
to 10%) recovery in the event of a payment default.  The ratings
are based on preliminary terms and conditions and are subject to
review of final documentation.
     
"The ratings on Intelsat reflect a highly leveraged financial
profile that allows for limited financial flexibility in the
medium term and overwhelms very attractive business
characteristics," said Standard & Poor's credit analyst Naveen
Sarma.  "A strong business risk profile reflects the company's
global scale, strong geographic diversification, and strong
revenue backlog that provides for significant cash flow
visibility."
     
This fundamentally sound business profile enables the company to
support such high levels of leverage at this rating.
     
Intelsat is the largest provider of fixed satellite communications
services worldwide, supplying voice, data, and video connectivity
globally through its fleet of 53 owned satellites.  An investor
group led by BC Partners acquired the company on Feb. 4, 2008.  
Pro forma for the new debt issuances, Intelsat will have more than
$15 billion in debt.


IVANHOE ENERGY: Posts $8.5 Million Net Loss in 2008 First Quarter
-----------------------------------------------------------------
Ivanhoe Energy Inc. reported a net loss of $8.5 million on oil and
gas revenue of $15.0 million for the first quarter ended March 31,
2008, compared with a net loss of $6.5 million on oil and gas
revenue of $9.6 million in the same period last year.

The increase in net loss from 2007 to 2008 of $2.0 million was due
to an increase in operating costs of $1.7 million, a $1.3 million
increase in unrealized loss on derivative instruments and a
$1.5 million increase for depletion and depreciation.  These
increases were partially offset by an increase of $3.3 million in
combined oil and gas revenues and realized loss on derivative
instruments.

Net production volumes for the three-month period ended March 31,
2008, decreased 5% to 173,572 Boe when compared to the same period
in 2007 mainly due to decreases in production volumes in the
company's U.S. properties of 15%, resulting in decreased revenues
of $473,000.

Oil and gas prices increased 54% per barrel of oil equivalent
(Boe) for the three-month period ended March 31, 2008, generating
$5.9 million in additional revenue as compared to the same period
in 2007.  

The company realized an average of $87.12 per Boe from operations
in China during this period, which was an increase of $32.61 per
Boe from 2007 prices and accounted for $4.1 million of the
increase in revenues.  From the U.S. operations, the company
realized an average of $85.49 per Boe during this period, which
was an increase of $30.98 per Boe and accounted for $1.8 million
of the company's increased revenues.  The company expects crude
oil prices and natural gas prices to remain volatile throughout
2008.

The company realized a net loss on settlements of the company's
derivative instruments during this period of $1.9 million,
$1.2 million of which was from the U.S. segment, the balance from
the China segment.  This compares to a net realized gain in the
same period in 2007 of $207,000 on U.S. contracts.

For the three-month period ended March 31, 2008, operating costs,
including production taxes and engineering and support costs,
increased $10.95, or 54%, per Boe compared to the same period in
2007.  Of the total $1.7 million increase in these costs,
$1.5 million was a result of the Windfall Levy.

General and administrative expenses increased $793,000 to
$3.7 million in 2008, compared to the same period in 2007.  
Excluding increases in non-cash stock based compensation of
$194,000, G&A expenses increased $599,000.

General and admistrative expenses related to the company's U.S.
operations increased $26,000, while G&A expenses related to China
operations increased $159,000.  The increase in G&A expenses
related to China operations was partially due to an increase in
rent and facility costs and partially due to foreign exchange
loss.

G&A expenses related to corporate activities increased $660,000
partially due to a $200,000 increase in salaries and benefits
resulting from an increase in stock based compensation and the
addition of key personnel added later in 2007 offset by a decrease
resulting from discretionary bonuses paid in 2007.  In addition,
various corporate overhead costs increased $200,000 and third
party recruiting fees increased by $300,000.

Business and technology development expenses decreased $405,000 to
$1.8 million for the three-month period ended March 31, 2008,
compared to the same period as a result of a decrease in HTL(TM)
commercial demonstration facility (CDF) operating costs due to two
significan heavy oil upgrading runs in the first quarter of 2007.

Interest expense and financing costs increased $340,000 to
$533,000 for the three-month period ended March 31, 2008, when
compared to the same period in 2007 partially due to an additional
draw on the company's U.S. loan and borrowings under a new loan
for the company's China operations.

                          Long-Term Debt

At March 31, 2008, the company had total long-term debt, including
current maturities, of approximately $20.4 million, compared to
approximately $20.6 million of long-term debt at Dec. 31, 2007.  

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$231.1 million in total assets, $41.2 million in total
liabilities, and $189.9 million in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $18.6 million in total current
assets available to pay $27.4 million in total current
liabilities.

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

                       Going Concern Doubt

Ivanhoe Energy Inc. believes that existing conditions cast
substantial doubt about its ability to continue as a going
concern.  The company incurred a net loss of $8.5 million for the
three-month period ended March 31, 2008, and as at March 31, 2008,
had an accumulated deficit of $168.5 million and negative working
capital of $8.8 million.  

In addition, the company currently anticipates incurring
substantial expenditures to further its capital investment
programs and the company's cash flows from operating activities
will not be sufficient to both satisfy its current obligations and
meet the requirements of these capital investment programs.

Moreover, recovery of capitalized costs related to potential
HTL(TM) and GTL projects is dependent upon finalizing definitive
agreements for, and successful completion of, the various
projects, the outcome of which is uncertain.

                       About Ivanhoe Energy

Vancouver, British Columbia, Canada, Ivanhoe Energy Inc. (TSX: IE;
Nasdaq: IVAN) -- http://www.ivanhoe-energy.com/-- is an  
independent international heavy oil development and production
company focused on pursuing long-term growth in its reserve base
and production.  

Ivanhoe Energy plans to utilize technologically innovative methods
designed to significantly improve recovery of heavy oil resources,
including the application of the patented rapid thermal processing
process for heavy oil upgrading and enhanced oil recovery
techniques.  In addition, the company seeks to expand its reserve
base and production through conventional exploration and
production of oil and gas.  Finally, the company is exploring an
opportunity to monetize stranded gas reserves through the
application of the conversion of natural gas-to-liquids using a
technology licensed from Syntroleum Corporation.  The company's  
core operations are in the United States and China.


JEVIC TRANSPORTATION: Gets Final OK to Use CIT's $60 Mil. Facility
------------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware authorized Jevic Transportation Inc.
and its debtor-affiliates to obtain, on a final basis, up to
$60,000,000 in debtor-in-possession financing under a revolving
credit facility from a syndicate of banks led by The CIT
Group/Business Credit, Inc., as administrative agent for lenders.
The other lenders are (i) Wachovia Bank, N.A., (ii) PNC Bank,
N.A., (iii) LaSalle Bank Midwest National Association and (iv) BMO
Capital Markets Financing Inc.

Judge Shannon also authorized the Debtors to use the lenders'
cash collateral until July 8, 2008.

On July 28, 2006, the Debtors entered into a $101,200,000 secured,
credit agreement, as amended, with CIT and certain other lenders.  
The facility consisted of a $85,000,000 revolving facility and a
$16.2 million term loan.  The term loan was eliminated and the
revolving facility was reduced to $55 million.  At Dec. 31, 2007,
the Debtors have borrowed at least $25,4000 and $27,800,000 of
letters of credit outstanding under the revolving facility.

The Debtors have defaulted in their obligations on fixed charge
coverage ratios as of Sept. 30, 2007, and Dec. 31, 2007.  The
Debtors entered into a forbearance agreement with the lenders that
expired without extension on May 12, 2008.

The proceeds of the DIP facility will be used to pay operating
expenses including costs associated with the liquidation of the
Debtors' business operations.

According the DIP agreement, the loans will bear interest at prime
rate plus 2.5%.  The committed $60,000,000 facility will terminate
and become due on Aug. 30, 2008.

The DIP lien is subject to a $1,335,000 "carve-out" for payment of
allowed professional fees retained by the Debtors and the
committee.

The Debtors agree to pay a host of fees including a $200,000
upfront fee and a $350,000 in deferred fee.  Any fees will be
afforded an administrative priority status under Section 503(b) of
the Bankruptcy Code.

A full-text copy of the Debtor-in-Possession Agreement is
available for free http://ResearchArchives.com/t/s?2d31

A full-text copy of the Cash Collateral Budget is available for
free at http://ResearchArchives.com/t/s?2d15

                    About Jevic Transportation

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


JHT HOLDINGS: Prepackaged Ch.11 Plan OK'd; Gets $22 Mil. DIP Loan
-----------------------------------------------------------------
JHT Holdings, Inc., and its debtor-affiliates reached agreement
with lenders to restructure the Debtors' balance sheet through a
voluntary, pre-negotiated Chapter 11 plan of reorganization.

Under the proposed plan, the Debtors' current lenders will convert
a portion of debt to equity and become the owners of the
reorganized Debtors.  Outstanding bank debt will be reduced by
more than 40%, and annual cash interest expense will decrease by
more than 50%.  The plan contemplates another $35,000,000 in
additional financing upon emergence from Chapter 11 to provide for
the long-term success of the company.

Steven Church of the Bloomberg News reports that the Debtors are
expected to file a disclosure statement and Chapter 11 plan by
June 30, 2008.

On June 25, 2008, the Hon. Brendan L. Shannon of the United
States Bankruptcy Court for the District of Delaware authorized
the Debtors to obtain, on an interim basis, up to $22,000,000 in
debtor-in-possession financing under a revolving credit facility
from a consortium of financial institutions led by General
Electric Capital Corporation, as agent and lender.

Judge Shannon also authorized the Debtors' to use the lenders'
cash collateral until Sept. 21, 2008.  A full-text copy of the
cash collateral budget is available for free at

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

According to court documents, the DIP lenders allow the Debtors to
access up to $25,000,000 in financing, on a final basis.  The DIP
facility will be used to supplement the Debtors' liquidity status.

"[Wednes]day's action is simply a strategic financial decision
on the part of JHT Holdings that will not impact the day-to-day
operations of our subsidiary companies," said James Welch, chief
executive officer of JHT.  "This approach is in the best interest
of employees, customers and suppliers because it will enable us to
dedicate more of our capital to business operations.  Once the
financial restructuring efforts are complete, we will be in an
even better position to serve customers and capitalize on new
opportunities within the industry."

The Debtors are taking this action to strengthen their balance
sheet so it is better positioned to weather the current weak truck
manufacturing market and manage the cycles inherent in the
transportation industry.  The Debtors are in a strong position,
because unlike many transportation companies reorganizing under
Chapter 11, its fundamental business plan is sound and it has
long-term business relationships with its customers.

"JHT and its lenders have great confidence in the future
success of the Company and the fundamental strength of our
business model," said Welch.  "Our lenders have demonstrated
this confidence through strong, enthusiastic supportof the
reorganization plan and their commitment to provide both short-
and long-term financing."

"The Company and lenders are in agreement with our strategy and
anticipate emerging very quickly from Chapter 11," said Welch.
Because the Chapter 11 filing is voluntary and pre-negotiated, JHT
anticipates emerging from Chapter 11 much faster than most
companies.

"We want to emphasize our intention to continue normal day-to-day
operations throughout the U.S. and Canada," said Welch.  "Our
financing commitment provides reassurance that we will meet or
exceed our customers' expectations for exceptional, uninterrupted
service."

A full-text copy of the DIP facility agreement is available for
free at http://ResearchArchives.com/t/s?2ead

                       About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- provide over-the-road  
transportation of various types of motor vehicles, including
commercial trucks and cars.  The company and 16 of its affiliates
filed for Chapter 11 protection on June 24, 2008 (Bankr. D. Del.
Lead Case No.08-11267).  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamilton, LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection against their creditors, they listed assets and debts
between $100 million to $500 million.


KEYS FITNESS: U.S. Trustee Appoints 5 Members to Creditors Panel
----------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appoints five
members to the Official Committee of Unsecured Creditors in Keys
Fitness Products L.P. and its debtor-affiliate's Chapter 11 cases.

The Committee members include:

   1) Qindao Impulse Group Co.
      Attn: Becky Sun
      Huashan 2 Road
      Jimo Qingdao
      China
      Tel: 86-532-88590965

   2) Rexon Industrial Group
      Attn: Hans Hsieh
      261, Jen Hwa Road Tali
      Taichung
      Taiwan, R.O.C.
      Tel: 886-4-24914141, ext. 6350

   3) Yih An Exnt. Co., Ltd.
      Attn: Jiung Jie Long
      #32-14, Sec. 2
      Changping Road, Taichung City
      Taiwan, R.O.C.
      Tel: 886-4-2422276

   4) Aston Bathroom Appliances Co., Ltd.
      Attn: Ms. Luara Lao
      No. 9 Junye South Road
      C Area of Shishan Tech Industry
      GardonNanhai, Foshan
      Guangdong Province
      China
      Tel: 0757-86683310

   5) Staff Force Inc.
      Attn: Russell Potacki
      P.O. Box 730605
      Dallas, TX 75373-0605
      Tel: (281) 492-6044

Based in Garland, Texas, Keys Fitness Products LP --
http://www.keysfitness.com/-- manufactures and sells treadmills,  
exercise bikes, ellipticals, steppers, home gyms, and other
exercise equipment.  The company sells its products through more
than 3,000 retailers in the U.S., well as stores in more than 30
other countries.  Its brand names include CardioMax, Power System
HealthTrainer, Ironman, Keys, and Karen Voight.

The company and its affiliate, Keys Backyard LP, filed for Chapter
11 protection on April 14, 2008 (Bankr. N.D. Tex. Case No.08-
31790).  Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP,
represents the Debtors in their restructuring efforts.  In their
schedules, the Debtors listed total assets of $11,700,651 and
total liabilities of $28,005,883.


KEYS FITNESS: Panel Can Employ Pachulski Stang as Bankr. Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Keys Fitness
Products L.P. and its debtor-affiliate's Chapter 11 cases obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Texas to employ Pachulski Stang Ziehl & Jones LLP as its
bankruptcy counsel, nunc pro tunc to April 30, 2008.

Pachuslki Stang is expected to, among others, advise the Committee
with respect to its powers and duties in the Chapter 11 cases,
assist the Committee in coordinating its efforts to maximize
distributions to unsecured creditors, and perform legal services
for th ecommittee as may be necessary.

Jeffrey N. Pomerantz, Esq., a partner at Pachulski Stang, told the
Court that the firm's professionals bill these hourly rates:

      Jeffrey N. Pomerantz    Partner       $625
      Maxim B. Litvak         Partner       $525
      Beth Dassa              Paralegal     $205

Mr. Pomerantz assured the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Based in Garland, Texas, Keys Fitness Products L.P. --
http://www.keysfitness.com/-- manufactures and sells treadmills,  
exercise bikes, ellipticals, steppers, home gyms, and other
exercise equipment.  The company sells its products through more
than 3,000 retailers in the U.S., well as stores in more than 30
other countries.  Its brand names include CardioMax, Power System
HealthTrainer, Ironman, Keys, and Karen Voight.

The company and its affiliate, Keys Backyard LP, filed for Chapter
11 protection on April 14, 2008 (Bankr. N.D. Tex. Case No.08-
31790).  Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP,
represents the Debtors in their restructuring efforts.  In their
schedules, the Debtors listed total assets of $11,700,651 and
total liabilities of $28,005,883.


KINGSLEY CAPITAL: Section 341(a) Meeting Slated for July 2
----------------------------------------------------------
The United States Trustee for Region 19 will convene a meeting of
creditors of Kingsley Capital Inc. at 9:00 a.m., on July 2, 2008,
at the U.S. Custom House, 721 19th St., Room 104 in Denver,
Colorado.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Denver, Colorado-based Kingsley Capital Inc. filed its chapter 11
petition on May 23, 2008 (Bankr. D. Colo. Case No. 08-17152).  
Judge Michael E. Romero presides over the case.  Christian C.
Onsager, Esq., at Onsager, Staelin & Guyerson LLC, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed assets and debts of $1 million to
$10 million.


LANDSOURCE: U.S. Trustee Appoints 7-Member Creditors Committee
--------------------------------------------------------------
Pursuant to Section 1102(a) and (b) of the Bankruptcy Code,
Roberta A. DeAngelis, Acting United States Trustee for Region 2,
appointed seven parties to the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.

The Creditors Committee consists of:

   (1) Briarwood Capital LLC,
       P.O. Box 1159
       Rancho
       Santa Fe, CA 92067
       Ph: (858) 756-5750
       Fax: (858) 756-5756
       Attn: Nicolas Marsh

   (2) Altfillisch Contractors, Inc.
       13300 Citrus Street
       Corona, CA 92880
       Ph: (951) 736-2811
       Fax: (951) 735-8934
       Attn: John V. Galloway

   (3) John Burgeson Contractors, Inc.
       17645 Sierra Highway
       Canyon Country, CA 91361
       Ph: (661) 251-4497
       Fax: (661) 251-6735
       Attn: John Burgeson

   (4) Psomas & Associates
       555 S. Flower Street, Ste. 4400
       Los Angeles, CA 90071-2416
       Ph: (213) 223-1400
       Fax: (213) 223-1581
       Attn: Debra Tilson Lambeck

   (5) Icon Constructors, Inc.        
       5761 North Andrews Way
       Ft. Lauderdale, FL 33309
       Ph: (954) 565-4664
       Fax: (954) 565-4616
       Attn: Rod Biron

   (6) J.T. Frankian & Associates, Inc.       
       1329 Scott Road
       Burbank, CA 91504
       Ph: (818) 531-1501
       Fax: (818) 531-1511
       Attn: James Alan Frankian

   (7) Oakridge Landscape, Inc.
       8618 Haskell Avenue
       North Hills, CA 91343
       Ph: (818) 891-0468
       Fax: (818) 892-9273
       Attn: Jeffrey Myers, President

                   About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 4;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE: Gives Update on Restructuring Discussions
-----------------------------------------------------
Counsel for LandSource Communities Development LLC and its debtor-
affiliates, their lenders and equity sponsors told the U.S.
Bankruptcy Court for the District of Delaware that since February,
the parties have been engaged in talks on the Debtors'
restructuring.  

Bruce Zirinsky, Esq., at Cadwalader, Wickersham & Taft, counsel
to Barclays Bank, agent for the First Lien Lenders and the
proposed DIP financing, said that during several months of
negotiations, the final offer that was made, that was supported
by all of the equity sponsors, was to buy out the first and the
second lien debt for cash of $750,000,000.  

Donald Kimball, senior vice president and chief financial officer
of Newhall Land and Farming, LandSource's principal operating
subsidiary, says that as of the Petition Date, the Debtors had
$959,533,440 in principal amount owed under the First Lien Credit
Agreement, and $244,000,000 under the Second Lien Agreement.

Mr. Zirinsky noted that despite being very sophisticated players
with deep pockets, the $750,000,000 was the last offer they were
willing to pay for.  The offer, however, was summarily rejected
by the First Lien Lenders.

"But when we then come into a bankruptcy case and there's no
magic, because that's the figure, the 750 on the roll up, that's
where that 750 came from," Mr. Zirinsky said, explaining why the
terms of the DIP Facility provides for the secured status of
$750,000,000 of First Lien debt being rolled-up.

Ben Logan of O'Melveny & Meyers on behalf of Lennar Homes of
California, one of the equity owners of LandSource, noted that
the $750,000,000 was an offer and therefore "not probative of
value."  He added, "And I just wanted to comment on behalf of
Lennar that we think it highly inappropriate for settlement
discussions of that sort to be made public.

         Three Equity Sponsors Failed to Reach Consensus

Marcia Goldstein, Esq., at Weil, Gotshal & Manges LLP, on behalf
of the Debtors, narrated that there had been negotiations with
the three sponsors, the equity sponsors, about the infusion of
new capital, and an out-of-court restructuring.  Land Source's
equity sponsors are Lennar Corporation, L&R Property Corporation,
who both hold a 16% stake, and the California Public Employees
Retirement System, who own 68% of the equity.

According to Mr. Zirinsky, at the 11th hour, Barclays was able to
reach two oral agreements with the Equity Sponsors for an out-of-
court restructuring, but the agreements were never consummated.

"On both occasions, one of the equity sponsors said, Nope.   
Can't do that deal.  I no longer think it's economical.  We turn
to the other equity sponsors and we were told, We can't agree
to anything without unanimity among the equity sponsors.  What
we have here is a governing structure of the Debtors, which,
which legally is their position, legally you can't go off and
talk to Lennar separately and make an agreement.  You can't go
off and talk to CALPERS separately and make an agreement.  Unless
all of them agree, the Debtors cannot make a proposal."

Mr. Zirinsky said the situation reminded him of a case before
Judge Walsh a number of years ago where, it was a forest products
company, which had had two sponsors.  "And at the end of the day,
Judge Walsh threatened to terminate exclusivity because he was
just totally frustrated with their inability to agree."

          Goldstein: DIP Loan Provides Debtors "Options"

The Debtors' attorney, Ms. Goldstein, told the Court that the
long-term solution for the Debtors is the infusion of new
capital.  She said the Debtors' $1,185,000,000 of debtor-in-
possession financing facility, which provides for $135,000,000 of
new cash, grants the Debtors options to achieve a reorganization
plan, as well as other options.  The loan will be provided by the
First Lien Lenders, who will obtain a roll-up of their
$1,050,000,000 prepetition claim.

Ms. Goldstein disputed earlier assertions by the The Bank of New
York, administrative agent for the Second Lien Lenders, that the
terms of the DIP Financing provide for a liquidation process
controlled by the First Lien/DIP Lenders.

"We do not see this as a plan for the sole benefit of the
secured, as a proposal for the sole benefit of the secured
lenders, because we are bringing liquidity to this Debtor and
that creates options," Ms. Goldstein said.

           First Lien Lenders May Not Be Paid in Full,
                           Barclays Say

Mr. Zirinsky notes that the last appraisal of the value of their
collateral -- at $1,800,000,000 -- was only performed six months
ago.  "We do believe that there is a good chance that the first
liens are under water.  Today.  I don't know that.  And that's
why I think the Debtors were so firm in negotiating a cap of the
750 on the roll up, or effectively reserving the rights of other
parties to challenge that.  So what I'm suggesting is we come
to this case, the first lien holders, we come to this case with
the view that our first lien debt may not be covered in full."

"And we also look at a market, which if you go by all of the
experts, or at least most of the experts, the market is not
improving," Mr. Zirinsky said.  He added, "You know, this case
can go on forever, and you know, at the end of the day there'll
be a, there'll be a payoff."

              New Appraisal of Collateral By June 30

Debra Dandeneau, Esq., at Weil, Gotshal & Manges, counsel of
LandSource Communities Development LLC, told the Court at the
June 10 hearing that the Debtors' $1,300,000,000 in debt to the
first lien and second lien lenders are secured by substantially
all the assets of the Debtors, except for exempt assets and
except for equity interest in certain entities.

According to Ms. Dandeneau, an appraisal done back in February of
2007, at the time of the loan, showed that the collateral that
the lenders received, the First and Second Lien Lenders, had a
value of approximately $2,600,000,000.  In December of 2007,
however, an appraisal that was dated as of the end of September
showed that the value of the collateral had declined to
$1,800,000,000.  

According to Mr. Zirinsky, they are in the process of having
updated appraisals, which will be made available, probably, by
June 30.

      $110-Mill. Spent for Prepetition Restructuring Efforts

Mr. Zirinsky said the Debtors spent $110,000,000, which was
constituted the First Lien Lenders' collateral, over the last
three months, during the pre-bankruptcy restructuring efforts.   

The DIP Budget also provides for approximately $135,000,000 of
additional cash to be spent, new cash to be required, as well as
proceeds from asset sales to also help fund operations over the
next 12 months.

According to Ms. Goldstein, Land Source wasn't keen on a Chapter
11 filing, noting that it will be difficult for it to deal with
government contracts to develop infrastructure, roads, and
schools.

However, after negotiations failed, the Debtors sought Chapter
11, as the Debtors did not have access to financing, and it's
ability to sell assets, sell its properties which is how it
generates revenues, was restricted, according to Debra Dandeneau,
Esq., at Weil, Gotshal & Manges, counsel of LandSource
Communities Development LLC.  LandSource's cash position went
from approximately $115,000,000 at the beginning of February to
approximately $6,000,000 at the time it commenced its Chapter 11
case on June 8.

           Debtors Strike Deal with Second Lien Lenders

Following a recess at the hearing, Ms. Goldstein informed Judge
Carey that the Debtors have reached an interim agreement with the
Second Lien Lenders.  The terms of which are:

   -- Professional fees for the, on behalf of the Second Lien
      Holders, will be budgeted up to $30,000,000 thousand per
      week through the conclusion of the final hearing on the DIP
      financing,

   -- The Second Lien Holders will not seek to adjourn the final
      hearing.

   -- the Debtors will grant the Second Lien Lenders replacement
      liens junior to the replacement liens granted to the First
      Lien Lenders.

   -- Copies of information provided to the DIP Lenders under the
      DIP credit agreement will be provided to the second lien
      Lenders.   

   -- The Second Lien Lenders agree not to object to the
      provisions of the DIP credit agreement, pursuant to which
      the Debtor has limited its rights to seek extensions of
      exclusivity.  

   -- The Second Lien Lenders will have a right to object to any
      motion filed by the Debtors to appoint a CRO, including the
      nature and extent of the nature and scope of the
      engagement.   

Ms. Goldstein added that the Second Lien Lenders have agreed not
to object to the entire amount of the roll up.  "As a result, the
Debtors and the first lien lenders agree that valuation
testimony, if any, on behalf of the first lien lenders or Debtors
at the final hearing on the DIP financing would be limited to a
demonstration that the value is at least an amount sufficient to
justify the roll up of at least $750 million."

The Second Lien Lenders reserve rights on all other points raised
in their objection, including the pricing of the rolled up DIP
and all other economic points.

     Miami-Dade Tax Collector Dispute Subordination of Liens

Miami-Dade County Tax Collector has identified close to 2,000
parcels of real property located in Miami-Dade County, Florida,
which may be owned by the Debtor entities.

Melinda S. Thornton, Esq., assistant county attorney of Miami-
Dade County Tax Collection, says that until Debtors file their
schedules of assets and liabilities, it will not be possible to
confirm which, and how may parcels are property of the Debtors.  
It is also possible that tangible personal property located in
Miami-Dade County is owned by one or more Debtor entities, she
adds.

Real property is subject to ad valorem taxation pursuant to
Florida law, according to Ms. Thornton.

As set forth in Section 197.122, Florida Statutes, payment of ad
valorem taxes, whether as to real or tangible personal property,
is secured by "a first lien, superior to all other liens on any
property against which the taxes have been assessed. . ."

Ms. Thornton says that allowing the subordination of ad valorem
tax claims to financing liens would subvert the intent of the
Bankruptcy Code.  Therefore, the Tax Collector objects to any
provisions seeking to subordinate in any way the first priority
position of either prepetition or postpetition ad valorem tax
liens.

The Miami-Dade County Tax Collector wants any final order on the
$1,185,000,000 of debtor-in-possession financing be conditioned
upon inclusion of provisions protecting the first priority
position of ad valorem tax liens on real or tangible personal
property of the estate located in Miami-Dade County, Florida.

As reported in the Troubled Company Reporter on June 16, 2008,
the Court permitted LandSource Holding Company LLC, to borrow and
obtain, on an interim basis, up to $35,000,000 in postpetition
financing from a group of lenders led by Barclays Bank PLC, and
Marathon Special Opportunity Fund, LP, joint bookrunners.

As reported in the Troubled Company Reporter on June 12, 2008,
the Debtors sought authority from the Court to obtain
$1,185,000,000 of debtor-in-possession financing from a group of
lenders led by Barclays Bank PLC and Marathon Special Opportunity
Fund, LP, as joint bookrunners.

                   About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 4;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Wants to Employ Weil Gotshal as Attorneys
-----------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure,
LandSource Communities Development LLC and its debtor-affiliates
seek the U.S. Bankruptcy Court for the District of Delaware's
authority to employ Weil, Gotshal & Manges LLP, under a general
retainer, as their attorneys nunc pro tunc to June 8, 2008.

As attorneys to the Debtors, Weil Gotshal is expected to:

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

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

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

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

Weil Gotshal will charge the Debtors in accordance with its
customary rates.  Weil Gotshal's hourly rates are:

   Professional                     Hourly Rate
   ------------                     -----------
   Members                          $650 - $950
   Counsel                          $350 - $595
   Paraprofessionals                $155 - $290
                                                                  
Weil Gotshal also intends to seek reimbursement for expenses,
computerized research, facsimiles, toll calls, overtime, overtime
meals, deliveries, court costs, cost of food at meetings,
transcript fees, travel, and clerk fees, it incurred in
accordance with its normal reimbursement policies.

During the 12-month period before the Petition Date, Weil Gotshal
received from the Debtors $2,850,000 for professional services it
performed and expenses it incurred and as advance payments to
cover charges for the period February 8, 2008, through the
Petition Date.

Weil Gotshal has used the advance payments to credit the Debtors'
account for its estimated charges for professional services
performed and expenses incurred up to the time of the Petition
Date and has reduced the balance of the credit available to the
Debtors by the amount of the charges.  As of June 9, 2008, Weil
Gotshal has a remaining credit balance of $251,557 in favor of
the Debtors.

Debra A. Dandeneau, member of the firm, assures the Court that
her firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

Ms. Dandeneau also notes that her firm intends to carefully
monitor and coordinate efforts with all professionals retained by
the Debtors in their Chapter 11 cases and will clearly delineate
their respective duties so as to prevent duplication of effort,
whenever possible.

                   About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 4;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE: Wants to Hire Downey as Special Counsel to Newhall
--------------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code and
Rule 2014(a) of the Federal Rules of Bankruptcy Procedure,
LandSource Communities Development LLC and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware's
authority to employ Downey Brand LLP as special counsel for
Newhall Land and Farming Company, under a general retainer, nunc
pro tunc to June 8, 2008.

Downey Brand's work will pertain to land use entitlements and
permits to a project located in Los Angeles County, California.  
As special counsel to Newhall Land Farming Company, Downey Brand
is expected to:

   a. review and provide revisions to the administrative draft
      environmental impact statement/environmental impact
      report;

   b. review and provide revisions to numerous technical
      appendices to the EIS/EIR;

   c. meet and negotiate with the U.S. Army Corp of Engineers for
      a Section 404 Federal Clean Water Act permit;

   d. deal with the California Department of Fish and Game
      regarding stream alterations and Endangered Species Act
      permits;

   e. work with the California Regional Water Quality Control
      Board to obtain waste water discharge permits.

Downey Brand anticipates that in busy months its fees will be
between $50,000 and $120,000.  Because the Project is entering
the public hearing entitlement process with Los Angeles County,
California and other public agencies, Downey Brand expects the
July through October 2008 period to be very active with fees in
excess of $25,000 per month.

Five of Downey Brand's professionals will provide major services
to Newhall:

   Professional                    Hourly Rate
   ------------                    -----------
   Patrick Mitchell                   $380
   Meghan Habersack                   $245
   Braiden Chadwick                   $260
   Nicholaas Pullin                   $230
   Ryan Seeley                        $230

As of June 8, 2008, the Debtors owed the firm $180,963, for
Downey Brand's prepetition services.

Patrick Mitchell, a partner at Downey Brand, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtors on any matters in which the firm is to be engaged and
does not have any connections with the Debtors, their creditors,
other parties in interest, and their respective attorneys and
accountants.

                   About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 4;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE: Wants to Employ GDB as Attorneys for Newhall/Valencia
-----------------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code and
Rule 2014(a) of the Federal Rules of Bankruptcy Procedure,  
LandSource Communities Development LLC and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware's
authority to employ and retain Gatzke Dillon & Ballance LLP as
attorneys for The Newhall Land and Farming, a California Limited
Partnership; The Newhall Land and Farming Company; and Valencia
Corporation, under a general retainer, nunc pro tunc to June 8,
2008.

Gatzke Dillon is expected to work as special counsel in
connection with Newhall Ranch project and its associated federal,
state, and local land use permit and entitlement applications,
environmental documentation, and related agreements.

Gatzke Dillon's legal services will include representing the
Newhall/Valencia Entities in CEQA/land use litigation arising
from Los Angeles County's approval of Newhall Ranch and the final
program environmental documentation.  

As special counsel to Newhall/Valencia Entities, Gatzke Dillon is
expected to:

   (a) analyze, review, and revise for legal adequacy the draft
       environmental impact statement/environmental impact
       report, the Newhall Ranch Resource Management and
       Development Plan, the Spineflower Conservation Plan, and
       other associated planning and environmental documents;

   (b) analyze, review, and revise for legal adequacy the draft
       EIR and related technical studies, reports, and other
       documents for the Landmark Village development, which is
       the first tentative tract map implementing the Newhall
       Ranch planned community;

   (c) consult with the environmental consulting firms,
       engineering firms, and other professionals, which assist
       the Newhall/Valencia Entities in completing the necessary
       federal, state, and local permits and other land use
       entitlements for the Project;

   (d) consult with numerous federal, state, regional, and local
       regulatory agencies with respect to the federal, state,
       and local permits needed to entitle the Project;

   (e) consult with the County of Los Angeles and the City of
       Santa Clarita, as necessary, with respect to the permits
       and other local land use entitlements needed for the
       Project; and

   (f) confer with representatives of the Newhall/Valencia
       Entities concerning all appropriate legal strategies for
       implementing the Project.

The Debtors have filed an application to hire Gatzke Dillon in
anticipation that the firm's fees will exceed the $25,000 per
month cap for ordinary course professionals.  In this regard, the
Debtors anticipate that in busy months the firm's fees will be
between $80,000 and $125,000.

The hourly rates of Gatzke Dillon's professionals who will render
major services to the Debtors are:
   
      Professional               Hourly Rates
      ------------               ------------
      Mark J. Dillon                 $325
      David P. Hubbard               $300
      Michael H. Haberkorn           $300
      Rachel C. Cook                 $265
      Jamie Baldwin                  $265
      Danielle K. Morone             $265
      Michael Masterson              $265
      Terri Kido/Kelly Ulrich        $145

As of the Petition Date, the Debtors owed Gatzke Dillon $80,535
for prepetition legal services it rendered through March 2008.

Mark J. Dillon, a partner at Gatzke Dillon, assures the Court
that his firm does not have any connection with or any interest
adverse to the Debtors, their creditors, or any other party in
interest, or their respective attorneys and accountants, with
regard to the matter for which it is being employed.

                   About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 4;
http://bankrupt.com/newsstand/or 215/945-7000).


LCR LIMITED: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: LCR Limited Partnership
        dba Northpointe Apartments
        c/o Scioto Management Group, LLC
        1225 Dublin Road
        Columbus, OH 43215

Bankruptcy Case No.: 08-55949

Type of Business: Martin Stone, president of The Adirondack
                  Corporation, the general partner of the Debtor,
                  filed the petition on the Debtor's behalf.

Chapter 11 Petition Date: June 23, 2008

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman

Debtor's Counsel: Yvette A. Cox, Esq.
                  (BR-ECF@BaileyCavalieri.com)
                  Bailey Cavalieri LLC
                  10 West Broad Street, 21st Floor
                  Columbus, OH 43215-3707
                  Tel: (614) 221-3155
                  Fax: (614) 221-0479

Estimated Assets: $100,000 to $500,000

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

A full-text copy of the Debtor's petition with a list of unsecured
creditors is available for free at:

             http://bankrupt.com/misc/ohsb08-55949.pdf


LIBBEY INC: S&P Puts 'CCC+' Preliminary Rating on Rule 415 Shelf
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
senior unsecured debt rating and preliminary 'CCC+' subordinated
debt rating to Libbey Inc.'s Rule 415 universal shelf
registration.  The new shelf has a $550 million maximum aggregate
offering amount and an indeterminate number of debt securities.  
The corporate credit rating on Toledo, Ohio-based Libbey is 'B'.
The outlook is stable.  As of March 31, 2008, Libbey had about
$673 million of adjusted total debt.
     
The ratings on Libbey reflect the company's narrow business focus,
capital- and labor-intensive operations, vulnerability to
volatility in natural gas prices, sizable unfunded pension and
postretirement obligations, and leveraged financial profile.


MEDICURE INC: Appoints Dwayne Henley as Chief Financial Officer
---------------------------------------------------------------
Medicure Inc. disclosed the appointment of Dwayne Henley as its
new Chief Financial Officer.  Mr. Henley is a Chartered Accountant
with nearly 10 years of senior management and finance experience
in both public and private companies.  Mr. Henley will replace,
Derek Reimer, who has resigned to pursue other interests.

Mr. Henley joins Medicure from a private investment and management
company where he held the position of Vice President of Finance.  
Prior to that Mr. Henley's was Vice-President Finance for a
privately owned transportation company operating throughout North
America.  Other notable experience includes Assante Corporation
where he held the position of Corporate Controller and Biovail
Laboratories Inc. where he held the position of Manager, Finance
and Administration.

"We are very pleased to have someone with Dwayne Henley's broad
financial and public markets experience join our team," Medicure’s
President and CEO, Albert D. Friesen, PhD, commented.  "We are
also very appreciative of Derek Reimer's contributions and wish
him well in his future endeavors."

Headquartered in Winnipeg, Medicure Inc (TSE:MPH) --
http://www.medicure.com/-- is a biopharmaceutical company focused    
on the research, development and commercialization of novel
compounds to treat cardiovascular disorders.

Cardiovascular medicine represents the largest pharmaceutical
sector, with annual global sales of over $70 billion. Medicure
aims to make a global impact on cardiovascular disease and stroke
by reducing deaths, improving the quality of life and serving the
unmet needs of people who suffer from cardiovascular disease and
stroke.

The company incurred recurring losses in four consecutive
quarters: (i) CDN$16.94 million net loss in quarter ended Nov. 30,
2007; (ii) CDN$15.08 million net loss in quarter ended Aug. 31,
2007; (iii) CDN$13.99 million net loss in quarter ended May 31,
2008; and CDN$8.36 million net loss in quarter ended Feb. 28,
2007.
                   Going Concern Doubt

The company believes existing conditions raise substantial doubt
about its ability to continue as a going concern.  The company has
experienced operating losses and cash outflows from operations
since incorporation, and has accumulated a deficit of
C$132,528,447 as at Feb. 29, 2008.  

In addition the company announced in March 2008 that it will
undergo significant corporate restructuring stemming from the
unfavourable results of the Phase 3 MEND-CABG II trial.  This
restructuring includes the significant reduction in numbers of
staff and in resources allocated to certain programs.  

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's currently planned operating expenses, capital
requirements, working capital requirements and long-term debt
obligations through the first quarter of fiscal 2009 without
additional sources of cash or deferral, reduction or elimination
of significant planned expenditures.  


MEDICURE INC: Intends to Voluntarily Delist Shares from AMEX
------------------------------------------------------------
The Board of Directors of Medicure Inc. unanimously decided to
submit a written notice to the American Stock Exchange of its
intention to file a Form 25 with the United States Securities and
Exchange Commission in order to voluntarily delist its common
shares from Amex.

As disclosed in the Troubled Company Reporter on June 12, 2008,
Medicure received a letter from Amex stating that Amex has
determined that Medicure is not in compliance with certain
continued listing standards, as set forth in Part 10 of the Amex
Company Guide, and that failure to regain compliance with Amex's
listing requirements by Nov. 24, 2008, would result in Amex
initiating delisting proceedings pursuant to Section 1009 of the
Company Guide.  After further consideration in light of the
Company’s business needs, Medicure has decided to voluntarily
delist its shares from Amex.  It is expected that listing of the
shares on Amex will cease on or about July 7, 2008.

The shares will continue to be traded on the Toronto Stock
Exchange.  Medicure's Board of Directors unanimously approved the
delisting and deregistration of the shares, noting that the TSX is
the more significant trading market for the shares.  Medicure does
not believe that its shareholders in the United States will be
materially prejudiced by a voluntary delisting from Amex since its
U.S. shareholders will continue to be able to trade the Shares
through the facilities of the TSX.

Headquartered in Winnipeg, Medicure Inc (TSE:MPH) --
http://www.medicure.com/-- is a biopharmaceutical company focused    
on the research, development and commercialization of novel
compounds to treat cardiovascular disorders.

Cardiovascular medicine represents the largest pharmaceutical
sector, with annual global sales of over $70 billion. Medicure
aims to make a global impact on cardiovascular disease and stroke
by reducing deaths, improving the quality of life and serving the
unmet needs of people who suffer from cardiovascular disease and
stroke.

The company incurred recurring losses in four consecutive
quarters: (i) CDN$16.94 million net loss in quarter ended Nov. 30,
2007; (ii) CDN$15.08 million net loss in quarter ended Aug. 31,
2007; (iii) CDN$13.99 million net loss in quarter ended May 31,
2008; and CDN$8.36 million net loss in quarter ended Feb. 28,
2007.

Medicure Inc.'s consolidated balance sheet at Feb. 29, 2008,
showed C$39,801,126 in total assets and C$43,708,690 in total
liabilities, resulting in a C$3,907,564 total stockholders'
deficit.

                       Going Concern Doubt

The company believes existing conditions raise substantial doubt
about its ability to continue as a going concern.  The company has
experienced operating losses and cash outflows from operations
since incorporation, and has accumulated a deficit of
C$132,528,447 as at Feb. 29, 2008.  

In addition the company announced in March 2008 that it will
undergo significant corporate restructuring stemming from the
unfavourable results of the Phase 3 MEND-CABG II trial.  This
restructuring includes the significant reduction in numbers of
staff and in resources allocated to certain programs.  

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's currently planned operating expenses, capital
requirements, working capital requirements and long-term debt
obligations through the first quarter of fiscal 2009 without
additional sources of cash or deferral, reduction or elimination
of significant planned expenditures.  


MERIDIAN TECH: Plan of Arrangement Approved, Emerges from CCAA  
--------------------------------------------------------------
Meridian Technologies Inc. disclosed that its Plan of Arrangement
has been fully implemented and as a result, a new company,
Meridian Lightweight Technologies, has emerged from protection
under the Companies' Creditors Arrangement Act.

On June 13, 2008, Meridian Technologies reached a restructuring
agreement with its lenders.  To effectuate the transaction, the
company filed an application for creditor protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice along with a Plan of Arrangement.  The application
includes only Meridian's Canadian and UK operations.

The Plan was supported by all of the company's key constituents,
including the company's secured lenders and major customers.  The
result is a new Meridian Lightweight Technologies with a
significantly deleveraged balance sheet, and sufficient liquidity
to support its operations and execute its strategic plan to return
to profitability.

The sanction order was signed by the Court on June 20, 2008, and
closing of the transactions contemplated by the Plan occurred
June 24, 2008.
   
In conjunction with the emergence, the company's secured lenders,
led by GE Commercial Finance as agent, have provided Meridian
Lightweight Technologies with $55 million in new financing,
consisting of a $30 million revolving credit facility and a
$25 million term loan effective June 24.

In addition to the new financing, the company's secured lenders
have exchanged a significant portion of the existing debt for all
of the equity in Meridian Lightweight Technologies.
   
"We are extremely pleased that the Court sanctioned our Plan of
Arrangement after just seven days," Robert M. Caruso, chief
executive officer of Meridian Lightweight, said.  "With the
new financing and reduced debt levels, Meridian Lightweight
Technologies is well-positioned to compete under current market
conditions and achieve long-term growth and sustainable
profitability."
   
                 About Meridian Technologies Inc.

Meridian Technologies Inc. is the supplier of lightweight
magnesium castings to automotive manufacturers in three continents
with more than 1,200 dedicated employees.  Meridian lightweight
applications allow vehicle buyers to save an estimated 17 million
liters of fuel annually and reduce emissions by 55,000 metric tons
of carbon dioxide per year.


MF GLOBAL: Prices $300 Million Private Offerings of Shares
----------------------------------------------------------
MF Global priced an offering of $150 million of its 9.00%
Convertible Senior Notes due 2038 and an offering of $150 million
of its 9.75% Non-Cumulative Convertible Preference Shares, Series
B.

On June 17, 2008, MF Global disclosed its intension to offer
approximately $150 million of non-cumulative perpetual convertible
preference shares and $150 million of convertible senior notes, in
two private offerings.  

The proceeds of the offerings together with other components of
the company's capital plan will be used to repay its outstanding
bridge loan due in December 2008. The convertible preference
shares and convertible notes are scheduled to close on June 25,
2008.

The senior notes will bear interest at an annual rate of 9.00
percent and will be convertible into common shares at a conversion
price of $10.45 per share, subject to adjustment. The notes will
mature in 2038, subject to redemption at the company's option
after five years and a right of holders to require repurchase
every five years beginning in five years.

The preference shares will bear dividends at an annual rate of
9.75 percent on a non-cumulative basis, payable only when, as and
if declared by the board of directors out of legally available
surplus.  The preference shares will be convertible at the
holder's option into the company's common shares at a conversion
price of $10.45 per share, subject to adjustment.

The preference shares are not subject to redemption but the
company has the right to require conversion after ten years if the
market price of the common shares exceeds 250 percent of the
conversion price.

The offerings follow the company's statement that it received a
backstop commitment from an affiliate of J.C. Flowers & Co. LLC to
purchase up to $300 million of a separate series of convertible
preference shares, with the actual amount purchased to be reduced
by subsequent equity offerings.  As a result of the offering of
the preference shares, J.C. Flowers will now purchase $150 million
of the separate series of convertible preference shares.

The company also expects the offering of senior notes to reduce
the amount it will need to borrow under its proposed $450 million
bank term loan facility.  The J.C. Flowers and term loan financing
are currently expected to close by late July 2008, and are subject
to various conditions and contingencies.  

                          About MF Global

Headquartered in Hamilton, Bermuda MF Global Ltd. (NYSE: MF) --
http://www.mfglobal.com/-- fka Man Financial, MF Global Ltd.  
(NYSE: MF) is a broker of exchange-listed futures and options.  It
provides execution and clearing services for exchange-traded and
over-the counter derivative products well as for non-derivative
foreign exchange products and securities in the cash market.  MF
Global is diversified across products, trading markets, customers
and regions.  Its worldwide client base of more than 138,000
active accounts ranges from financial institutions, industrial
groups, hedge funds and other asset managers to professional
traders and private and retail clients.  MF Global operates in 12
countries on more than 70 exchanges, providing access to the
largest and fastest growing financial markets in the world.  


MF GLOBAL: S&P Assigns 'BB+' Rating on $300MM Preference Shares
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' rating to
the $150 million in convertible senior notes to be issued by MF
Global Ltd. (BBB/Watch Negative/--), which S&P expect to mature in
30 years.  Proceeds from the convertible senior notes and the two
series of convertible preference shares, which priced on June 20,
will be used to repay outstanding borrowings under its bridge loan
facility that come due in December 2008.
     
S&P also assigned its 'BB+' rating to both the Series A and Series
B of MF Global's $300 million perpetual convertible preference
shares.  According to our criteria, the securities will be
classified as "Category 2, Intermediate-Strong," in terms of
equity credit and so will be included in adjusted total equity up
to 33% of adjusted common equity.  The rating on these securities
is two notches below the counterparty credit rating assigned to MF
Global Ltd.  All the newly assigned ratings are placed on
CreditWatch Negative.
     
The counterparty credit rating on MF Global is also based on its
strong franchise position in the rapidly growing derivatives
market.  S&P expect the company's operating profitability to
remain satisfactory in fiscal 2009, aided by continued strength in
execution and clearing volumes, partially offset by pressure on
net interest income.  S&P expect growth in trading volumes to
moderate during the next several quarters, and S&P incorporate
this expectation in its rating.  The rating also reflects high
financial leverage, dependence on market volumes, and significant
competition.


MI ARBOLITO: Section 341(a) Meeting Scheduled for July 1
--------------------------------------------------------
The United States Trustee for Region 15 will convene a meeting of
creditors of Mi Arbolito LLC at 11:00 a.m., on July 1, 2008, at
Office of the U.S. Trustee, 402 W. Broadway, Suite 630 in San
Diego, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

San Diego, California-based Mi Arbolito LLC --
http://www.miarbolito.com/-- develops residential properties.  It  
filed its chapter 11 petition on May 27, 2008 (Bankr. S.D. Calif.
Case No. 08-04553).  Judge Louise DeCarl Adler presides over the
case.  Alan Vanderhoff, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts of $10 million to $50 million.


MILFORD CONNECTICUT: Judge Orders Sale of Factory Site
------------------------------------------------------
Frank Juliano of the Connecticut Post reports that Judge Albert S.
Dabrowsk of the U.S. Bankruptcy Court for the District of
Connecticut converted the Chapter 11 bankruptcy case of Milford
Connecticut Associates L.P. to Chapter 7, and appointed a trustee
to liquidate asset.

Judge Dabrowsk has ordered the sale of a 5-acre Old Gate Lane
site, a former aerosol can factory, that has been tied up in court
proceedings of Milford Connecticut for the past four years.

Judge Dabrowski said in a written ruling that the New Jersey
partnership "utterly failed to meet the standards of disclosure
and expeditious administration required by the letter and the
spirit of the bankruptcy laws."

Paradigm Capital Co. is the Debtor's main creditor.  The city of
Milford is a secured creditor, owed several hundred thousand
dollars in back taxes on the property, according to Matthew Woods,
Esq., attorney for Paradigm Capital.

Mr. Woods said there is no evidence that the site was heavily
contaminated as a result of its being the site for making aerosol
cans.  "The buyer would have to assume any cleanup costs, but
since this would never be used for residential, it shouldn't be a
big issue," he said, according to Connecticut Post.

Based in Morristown, New Jersey, Milford Connecticut Associates,
L.P. filed for Chapter 11 creditor proteciton on Feb. 6, 2004
before the U.S. Bankruptcy Court for the District of Connecticut
(Case No. 04-30511).  James Berman, Esq. at Zeisler and Zeisler
represents the Debtor.  When the Debtor filed for bankruptcy, it
listed estimated assets of $1 million to $10 million and estimated
debts of $1 million to $10 million.


MMM FARMLAND: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: MMM Farmland LLC
        16428 Arkansas Highway 89 South
        Lonoke, AR 72086

Bankruptcy Case No.: 08-13750

Type of Business: Mayme McCrary Morris, majority member, filed
                  the petition on the Debtor's behalf.

Chapter 11 Petition Date: June 23, 2008

Court: Eastern District of Arkansas (Little Rock)

Judge: Audrey R. Evans

Debtor's Counsel: Susan Gordon Gunter, Esq.
                  (sggunter@gmail.com)
                  400 West Capitol Avenue, Suite 1700
                  Little Rock, AR 72201
                  Tel: (501) 975-5065
                  Fax: (501) 372-3482

Estimated Assets: $3,845,562

Estimated Debts:  $2,216,560

Unsecured Creditor:

   Creditor                      Nature of Claim   Claim Amount
   --------                      ---------------   ------------
   Small Business Administration loan to build         $890,017
                                 golf course on
                                 lands owned by
                                 Mallard Point
                                 Golf Course LLC,
                                 Mallard Point
                                 Estate Lots LLC,
                                 Mallard Point
                                 Lonoke
                                 Development LLC


MORGAN STANLEY ACES: Fitch Cuts A Rating of $12.8MM Notes to B-
---------------------------------------------------------------
Fitch Ratings has downgraded the notes issued by Morgan Stanley
ACES SPC Series 2007-3 and removed them from Rating Watch
Negative, as:

  -- US$12,820,000 notes due January 2011 extendable to January
     2014 (ISIN: USG6263GAA43): downgraded to 'B-' from 'A',
     removed from RWN

The transaction is a funded static synthetic corporate CDO
referencing a portfolio of primarily investment grade corporate
obligations with total reference portfolio notional amounts of
US$12.1 billion.

The key drivers of the transaction's credit risk are:

  -- An increase in portfolio credit risk with the average
     portfolio quality deteriorating to 'BB+' from 'BBB-'/'BB+'
     since the last review in October 2007 and 'BBB'/'BBB-' at
     closing.  54% of the portfolio has been downgraded since
     October 2007, resulting in an aggregate 142-notch downgrade,
     while 3% of the portfolio was upgraded resulting in an
     aggregate five-notch upgrade.

  -- 25% of the portfolio is rated below investment grade,
     compared to 19% in October 2007 and 12% at closing.  The sub-
     investment grade composition comprises 7% in the 'CCC' rating
     category and below, 7% in the 'B' rating category and 11% in
     the 'BB' rating category.

  -- Portfolio migration risk with 9% of the portfolio on RWN and
     33% of the portfolio on Negative Outlook.

  -- Industry concentration of 40% in the three largest
     industries, made up of 22% in Banking & Finance, 10% in
     Telecommunications and 8% in Building & Materials.

  -- The high country concentration of the portfolio which has 62%
     exposure to the US.

Given Fitch's view of concentration and the current credit quality
of the portfolio, the credit enhancement level of 6.75% of the
transaction is not sufficient to justify the current rating of the
notes.  Fitch notes that the credit enhancement level is likely to
be eroded should a credit event be called on Residential Capital
LLC (rated 'D').

At close, proceeds from the issuance of the notes were used to
purchase charged assets to collateralise CDS between the issuer
and Morgan Stanley Capital Services Inc.  (guaranteed by Morgan
Stanley, 'AA-'/'F1+'/Negative Outlook).  The charged assets are an
investment in shares of the Morgan Stanley US Dollar Liquidity
Fund (rated 'AAA'/'V1+').

Fitch released updated criteria on April 30, 2008 for corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on RWN or Negative Outlook, reducing
such ratings for default analysis purposes by two and one notch,
respectively.

Fitch has previously noted that its review will be focused first
on ratings most exposed to risks it has highlighted in its updated
criteria.  As such, the transaction was placed on RWN on May 26,
2008.  As previously indicated, resolution of the Rating Watch
status depends on any plans managers/arrangers may choose to
modify either the structure or the portfolio.  In this case, the
arranger has confirmed that it does not intend to make any
modifications.


MORTGAGES LTD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mortgages, Ltd.
        4455 E. Camelback Rd.
        Phoenix, AZ 85018

Bankruptcy Case No.: 08-07465

Related Information: Mortgages Ltd. was the subject of an
                     involuntary chapter 7 petition dated June 20,
                     2008, filed by KGM Builders Inc. -- a
                     contractor for Grace Communities, a borrower
                     of the company -- before the U.S. Bankruptcy
                     Court for the District of Arizona.  Central &
                     Monroe LLC and Osborn III Partners LLC,
                     divisions of Grace Communities, sought the
                     appointment of an interim trustee for
                     Mortgages Ltd. in the chapter 7 proceeding.

                     Mortgages Ltd. is also facing lawsuits filed
                     by Grace Communities and Rightpath Limited
                     Development Group for its alleged failure to
                     fully fund loans.  Mortgages Ltd. denied the
                     charges.  It has filed a motion to dismiss
                     the Rightpath suit.

Type of Business: The Debtor originates, invests in, sells and
                  services its own short-term real-estate secured
                  loans on properties within the state of Arizona
                  in the US.  It underwrites loans for commercial,
                  industrial and residential properties for
                  acquisition, entitlement, development,
                  construction and investment.  
                  See http://www.mtgltd.com

Chapter 11 Petition Date: June 20, 2008

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Todd A. Burgess, Esq.
                     Email: burgesst@gtlaw.com
                  Greenberg Traurig, LLP
                  2375 E. Camelback Road, Ste. 700
                  Phoenix, AZ 85016
                  Tel: (602) 445-8563
                  Fax: (602) 445-8100
                  http://www.gtlaw.com/

Mortgages Ltd's Consolidated Financial Condition as of December
31, 2007:

Total Assets: $358,416,681

Total Debts:  $350,169,423

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Radical Bunny, LLC             notes payable         $197,232,758
Attn: Tom Hirsch
4527 N. 16th St., Ste. 101
Phoenix, AZ 85016

Arizona Bank & Trust           bank line of credit   $2,000,000
2036 E. Camelback Rd.
Phoenix, AZ 85016

Kirk Guthrie Interiors         trade debt            $225,113
Attn: Kirk Guthrie
2235 E. Rose Garden Loop
Phoenix, AZ 85024
Tel: (866) 395-8377

Mortgages, Ltd. 401 (k) Co.    loan                  $100,687

Phoenix Suns                   trade debt            $66,581

Robert E. Porter Construction, trade debt            $65,057
Co., Inc.

Arizona Bank & Trust           interest payable      $34,230

Denise Resnik & Associates     trade debt            $32,156

Gust Rosenfield, P.L.C.        trade debt            $19,894

Bank of the Southwest          trade debt            $18,894
Cardmember

The Business Journal-Phoenix   trade debt            $15,100

Landgon Wilson                 trade debt            $14,309

CBIZ Accounting, Tax &         trade debt            $12,000
Advisory

Enable Staffing, LLC           trade debt            $11,751

Sternfels & White, PLLC        trade debt            $9,698

Protection One                 trade debt            $8,275

Lazarus & Associates, PC       trade debt            $6,531

Account Temps                  trade debt            $6,186

Renaissance Personnel Group,   trade debt            $5,811
Inc.

Geiger                         trade debt            $5,803


MOST HOME: April 30 Balance Sheet Upside-Down by $1,216,811
-----------------------------------------------------------
Most Home Corp.'s consolidated balance sheet at April 30, 2008,
showed $2,254,228 in total assets and $3,471,039 in total
liabilities, resulting in a $1,216,811 total stockholders'
deficit.

At April 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $356,349 in total current assets
available to pay $3,467,758 in total current liabilities.

The company reported a net loss of $946,303 on net revenues of
$660,096 for the third quarter ended April 30, 2008, compared with
a net loss of $848,628 on net revenues of $374,962 in the same
period ended April 30, 2007.

Selling, general and administrative costs increased $190,653, or
25.3%, from the three months ended April 30, 2007.  The main
factor for this increase was non-cash stock compensation for the
issuance and extension of stock options and warrants, recorded in
the three month period ending April 30, 2008 of $212,087 compared
to $50,360 for the prior year quarter.

Acquisition costs increased $148,829 from $nil for the three
months ended April 30, 2007.  This relates to expensing deferred
costs for the acquisition of a call center.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2008, are available for
free at http://researcharchives.com/t/s?2ea4  

                       Going Concern Doubt

Manning Elliott LLP, in Vancouver, Canada, expressed substantial
doubt about Most Home Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm reported that the company has a working capital
deficiency and has incurred recurring losses from operations.  

                         About Most Home

Headquartered in Maple Ridge, British Columbia, Canada, Most Home
Corp. (OTC BB: MHME) -- http://www.mosthome.com/-- provides  
marketing and technology services to real estate professionals,
including real estate agents and mortgage brokers.  

Most Home also operates a national contact center staffed by
licensed Realtors(R) that support the company's products by
providing lead response and management services to clients such as
Prudential, RE/MAX(R) and Keller-Williams(R).  On Feb. 1, 2008,
the company completed the acquisition of the net assets,
constituting the business operations, of Netupdate Inc., a lead
acquisition and management system for banks and loan officers.


MOUNT AIRY: Moody's Junks Corporate Family Rating, Outlook is Neg.
------------------------------------------------------------------
Moody's confirmed Mount Airy #1, L.L.C's Corporate Family Rating
at Caa1.  The rating outlook is negative.  The rating confirmation
reflects the company's agreement with its bank lenders to waive
asserted defaults and modify covenants in exchange for a net
$42.5 million reduction in the term loan from an injection of cash
from the company's sole owner and the pledge of additional
collateral.

As a result of these amendments, Mount Airy has access to a
$15 million revolving credit facility that was reduced from
$25 million as part of the amendment.  Since opening in late 2007,
Mount Airy's revenues and earnings have been well below initial
expectations.

However, revenues and earnings have started to show sequential
improvement through May 2008.  Pro-forma for the debt repayment,
Moody's estimates full year debt to EBITDA and EBITDA to interest
will approximate 6.0 times and 1.7 times, respectively.

The negative outlook reflects the risk that the sequential
improvement in operating results could stall.  Strong performance
during the third quarter summer season is crucial to achieve in
order for Mount Airy to maintain compliance with its minimum
EBITDA covenant that becomes operational in the third quarter.  
The EBITDA/interest and debt to EBITDA covenants become
operational at year-end 2008.

This completes the review of the company's ratings which last
commenced on Feb. 13, 2008.  The company was asserted to be in
technical default of its credit agreement due to the suspension of
the Principal License of Louis A. DeNaples, sole owner of the
Mount Airy Casino Resort, as a consequence of his indictment for
perjury.

Ratings confirmations are:

  -- Corporate family rating at Caa1
  -- Probability of default rating at Caa2

  -- $15 million senior secured first lien revolving credit
     facility at Caa1, LGD 3 (35%)

  -- $275 million senior secured first lien term loan at Caa1, LGD
     3 (35%)

Mount Airy #1, LLC was formed in 2004 to construct and operate the
Mount Airy Casino Resort.  Mount Airy was awarded one of five
Category 2 slot machine licenses in Pennsylvania which allows for
a maximum of 5,000 slot machines.


MPM TECH: March 31 Balance Sheet Upside-Down by $10,920,071
-----------------------------------------------------------
MPM Technologies Inc.'s consolidated balance sheet at March 31,
2008, showed $1,221,002 in total assets and $12,061,073 in total
liabilities, resulting in a $10,920,071 in total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet showed
$61,452 in total current assets available to pay $12,061,073 in
total current liabilities.

The company reported a net loss of $369,562 on total revenues of
$107,394 for the first quarter ended March 31, 2008, compared with
a net loss of $1,124,788 on total revenues of $496,278 in the same
period last year.

The decrease in revenues primarily reflects the lack of project
work and backlog for projects in 2008.  Costs of sales decreased
87% to $42,409 for the three months ended March 31, 2008, compared
to $337,850 for the three months ended March 31, 2007.  

Operating expenses decreased 4% to $254,128 for the three months
ended March 31, 2008, compared to $263,806 for the three months
ended March 31, 2007.  During the first quarter of 2007, there was
a one-time charge of approximately $1,050,000 related to
settlements of disputes and back charges from systems that were
designed in 2000 and 2001.

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?2ea6

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about MPM Technologies Inc.'s ability  
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm report that the company has not been able
to generate any significant revenues and has a working capital  
deficiency of $11,630,782 at Dec. 31, 2007.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its  
three wholly owned subsidiaries: AirPol Inc., Nupower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.  

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in Nupower Partnership, in which MPM has a 58.21%
partnership interest.  Nupower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through Nupower
Inc., MPM also owns 15% of the Venture.


NEW ORLEANS PADDLEWHEELS: Court Confirms Reorganization Plan
------------------------------------------------------------
Judge Elizabeth Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana confirmed the plan of reorganization
of New Orleans Paddlewheels Inc. on Wednesday, effectively
allowing the company to emerge from Chapter 11 bankruptcy,
Jaquetta White at The Times-Picayune reports.

Under the Plan, Times-Picayune relates, the Debtor will pay off
its debts within five years while continuing its business
operations.  The Debtor operates the Creole Queen.  It sold its
other steamboat, the Cajun Queen, earlier this year, the report
says.

Times-Picayune also relates that secured creditors, including the
city of New Orleans, Department of Revenue and Port of New
Orleans, have agreed to accept reduced payments made over a five-
year period.  Unsecured creditors, the report adds, will recover
50% of their allowed claims.  Craig Smith will run the reorganized
company, the report says.

According to Times-Picayune, Louis Phillips -- the chapter 11
trustee appointed in the Debtor's case to run the company during
its reorganization -- said the Plan was consensual.  "The
creditors and the equity and I were able to come up with terms
that were agreeable, that were feasible," Times-Picayune quotes
Mr. Phillips as saying.

Times-Picayune notes that the Bankruptcy Court in the Paddlewheels
case also became the de facto venue to settle a years-long family
dispute between Warren Reuther and Jim Smith Jr., who each claimed
ownership of Paddlewheels' parent company -- Hospitality
Enterprises Inc., one of the largest locally owned tourism
companies.  Times-Picayune relates that Mr. Reuther founded the
company and is majority shareholder but was ousted from his
position as chairman of the board in October 2001 by Mr. Smith,
his nephew, who ran the firm's day-to-day operation.

As reported by the Troubled Company Reporter on October 26, 2006,
Mr. Reuther accused Mr. Smith of mismanagement and sought
appointment of a chapter 11 trustee to manage the company.  Judge
Magner approved the request.

In confirming the Plan, Judge Magner said: "This is a case where I
had concerns. . . . This was a very contentious battle that
started many years ago and hopefully I can cross my fingers and
hope this is for the better. I am very proud of you all."

Offering entertainment and sightseeing tours in the Big Easy, New
Orleans Paddlewheels, Inc. --
http://www.neworleanspaddlewheels.com/-- sought Chapter 11
protection on May 3, 2006 (Bankr. E.D. La. Case No. 06-10413),
reporting assets of $1 million to $10 million and an unknown
amount of debts.  Stewart F. Peck, Esq., at Lugenbuhi, Wheaton,
Peck, Ranking & Hubbard, represents the Debtor.

New Orleans Paddlewheels' sister company, New Orleans Tours Inc.,
also filed for voluntary Chapter 11 bankruptcy reorganization on
May 3, 2006, in the aftermath of Hurricane Katrina.  New Orleans
Tours emerged from bankruptcy in June 2007, Times-Picayune says.


NEW ORLEANS TOURS: Sister Co.'s Plan Confirmed by Louisiana Court
-----------------------------------------------------------------
Judge Elizabeth Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana confirmed the plan of reorganization
of New Orleans Paddlewheels Inc. on Wednesday, effectively
allowing the company to emerge from Chapter 11 bankruptcy,
Jaquetta White at The Times-Picayune reports.

New Orleans Paddlewheels is the sister company of New Orleans
Tours Inc.

Both companies filed separate chapter 11 bankruptcy petitions on
May 3, 2006, in the aftermath of Hurricane Katrina.  New Orleans
Tours emerged from bankruptcy in June 2007, Times-Picayune says.

Under the New Orleans Paddlewheels Plan, Times-Picayune relates,
the Debtor will pay off its debts within five years while
continuing its business operations.  The Debtor operates the
Creole Queen.  It sold its other steamboat, the Cajun Queen,
earlier this year, the report says.

Times-Picayune also relates that secured creditors, including the
city of New Orleans, Department of Revenue and Port of New
Orleans, have agreed to accept reduced payments made over a five-
year period.  Unsecured creditors, the report adds, will recover
50% of their allowed claims.  Craig Smith will run the reorganized
company, the report says.

According to Times-Picayune, Louis Phillips -- the chapter 11
trustee appointed in the Debtor's case to run the company during
its reorganization -- said the Plan was consensual.  "The
creditors and the equity and I were able to come up with terms
that were agreeable, that were feasible," Times-Picayune quotes
Mr. Phillips as saying.

Times-Picayune notes that the Bankruptcy Court in the Paddlewheels
case also became the de facto venue to settle a years-long family
dispute between Warren Reuther and Jim Smith Jr., who each claimed
ownership of Paddlewheels' parent company -- Hospitality
Enterprises Inc., one of the largest locally owned tourism
companies.  Times-Picayune relates that Mr. Reuther founded the
company and is majority shareholder but was ousted from his
position as chairman of the board in October 2001 by Mr. Smith,
his nephew, who ran the firm's day-to-day operation.

As reported by the Troubled Company Reporter on October 26, 2006,
Mr. Reuther accused Mr. Smith of mismanagement and sought
appointment of a chapter 11 trustee to manage the company.  Judge
Magner approved the request.

In confirming the Plan, Judge Magner said: "This is a case where I
had concerns. . . . This was a very contentious battle that
started many years ago and hopefully I can cross my fingers and
hope this is for the better. I am very proud of you all."

New Orleans Tours, Inc., sought Chapter 11 protection on May 3,
2006 (Bankr. E.D. La. Case No. 06-10413), reporting $1 million to
$10 million in estimated assets and debts.  Stewart F. Peck, Esq.,
at Lugenbuhi, Wheaton, Peck, Ranking & Hubbard, represents the
Debtor.


NEW YORK RACING: Ch. 11 Emergence Delayed; Plan Unaffected
----------------------------------------------------------
Tiffany Kary of Bloomberg News notes that The New York Racing
Association Inc. has postponed its emergence from protection under
Chapter 11 of the Bankruptcy Code until July 2008 as it attempts
to make improvements to the approved franchise that allows NYRA to
operate horse races for 25 years.

Thoroughbred Times correspondent Paul Post relates that NYRA may
emerge from bankruptcy before July 13.

The postponement surfaced after the state of New York reached
an agreement with NYRA on June 13, 2008, that will enable the
state to control its off-track betting, Ms. Kary says.  Some of
the state's OTB's profits will be paid to NYRA, she adds.

However, there has been some speculation that the agreement, which
will enable the state to improve the way in which its shares
revenue with NYRA, could result in a $12 million loss to NYRA that
would put its efforts to exit from bankruptcy at risk, as reported
in the Troubled Company Reporter on June 6, 2008.

NYRA was originally set to exit from bankruptcy on June 30, 2008,  
according to Bloomberg.  The confirmed amended Chapter 11 plan of
liquidation dated April 27, 2008, will not be affected, NYRA
counsel Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
assures.

As reported in the Troubled Company Reporter on April 29, 2008,
the state will provide $105,000,000, of which $75 million will be
used to pay bankruptcy claims and $30 million to pay for operating
costs for the next 12 months.  The state's fund will also pay for
services and expenses required relating to payments for capital
works -- including payments for the purpose of acquisition of
clear title to the racetracks and other transferred property.  The   
Plan envisions to pay at least $1.4 million in taxes to the state.

The state will waive any entitlement to receive distributions for
the benefit of the Debtor's estate and the reorganized Debtor
under the Plan.

Under the plan, each holder of unsecured claim is expected to get
100% of its unsecured claim, plus interest accrued at 4% per annum
during the period from Feb. 1, 2008, until the plan effective
date.

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.

When the Debtor sought protection from its creditors, it listed
assets of $153 million and debts of $310 million.


NLRC: Court Says BIA Stays BAE-Newplan's Motion for Receiver
------------------------------------------------------------
Newfoundland and Labrador Refining Corporation reported that the
Supreme Court of Newfoundland and Labrador ordered that the
petition for a Bankruptcy Order and application for an Interim
Receiver sought by BAE-Newplan Group Limited, a subsidiary of SNC-
Lavalin Inc., is subject to the stay of proceedings against
actions by creditors of NLRC.

As reported in the Troubled Company Reporter on June 24, 2008,
Newfoundland and Labrador Refining Corporation filed a Notice of
Intention to Make a Proposal pursuant to the Bankruptcy and
Insolvency Act.

The stay will allow NLRC to formulate a proposal for restructuring
and to continue its ongoing efforts to attract financing andor
partners for the project.

"We are very pleased that the obstacle presented by BAE-Newplan to
our restructuring process has been removed", Brian Dalton,
managing director of NLRC, commented.  "NLRC can now resume its
focus on the marketing of this valuable project to potential
partners and financiers," he added.

Since filing its application, NLRC has been working under the
supervision and guidance of its Trustee, Ernst & Young Limited, to
move forward through the proposal process.  NLRC management is
working with its advisors to determine the optimal method of
restructuring, which may include the sale of its assets, financing
or the inclusion of partners in project construction.

           About NLRC and Altius Minerals Corporation

Newfoundland and Labrador Refining Corporation is into feasibility
study of the development of a 300,000 barrel per day advanced oil
refinery in southeastern Newfoundland.
   
Headquartered in Canada, Altius Minerals Corporation (TSX:ALS) --
http://www.altiusminerals.com/-- is engaged in the generation and  
acquisition of interests in projects related to natural resources
opportunities in the Province of Newfoundland and Labrador.   
Altius holds a 10% interest in the Labrador Nickel Royalty Limited
Partnership, which holds a 3% net smelter return royalty interest
in the Voisey's Bay nickel-coppercobalt project in Labrador.  It
also holds approximately 9.9% interest in the Aurora Energy
Resources Inc., and the Aurora Royalties.  Altius owns an
approximate 24.3% interest in Rambler Metals & Mining Plc, which
is carrying out advanced exploration of the Rambler Project.
It also holds an approximate 17.5% interest in Paragon Minerals
Corporation, which is an exploration company.
Suite 300, 53 Bond Street


NORRIS LAKE: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Norris Lake, LLC
        P.O. Box 1274
        Stockbridge, GA 30281

Bankruptcy Case No.: 08-70462

Chapter 11 Petition Date: June 2, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: William Russell Patterson, Esq.
                  Email: wrpjr@rbhs-llp.com
                  Ragsdale Beals Seigler Patterson & Gray
                  Ste. 2400
                  229 Peachtree St. NE
                  Atlanta, GA 30303-1629
                  Tel: (404) 588-0500

Estimated Assets:         Less than $50,000

Estimated Debts: $10 million to $50 million

A copy of Norris Lake, LLC's petition is available for free at:

      http://bankrupt.com/misc/ganb08-70462.pdf


NOUVEAU GROUP: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nouveau Group, LLC
        33332 Valle Rd., Ste. 100
        San Juan Capistrano, CA 92675

Bankruptcy Case No.: 08-13576

Type of Business: The Debtor is a furniture maker.

Chapter 11 Petition Date: June 24, 2008

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Robert P. Goe, Esq.
                     Email: kmurphy@goeforlaw.com
                  Goe & Forsythe, LLP
                  660 Newport Center Dr., Ste. 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409
                  http://www.goeforlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Michael Amini                  loans                 $250,000
8725 Rex Rd.
Pico Rivera, CA 90660

Matthew Green                  attorney services     $107,000
10940 Wilshire Blvd.,
Ste. 1600
Los Angeles, CA 90024

Jim Fuller                     prior account balance $30,000
Fullfab Construction
4822 Sta. Monica Ave.,
Ste. 168
San Diego, CA 92107

Tim Walker & Chris Clark                             $29,000

Rob Socci                      brokerage fees        $25,000


PEOPLE'S CHOICE: Committee Files Supplements to Chapter 11 Plan
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of People's Choice Financial Corp. has submitted
to the United States Bankruptcy Court for the Central District of
California, certain supplements to its First Amended Joint
Liquidating Plan of Reorganization, dated May 28, 2008.

David L. Wilson, Esq., at Winston & Strawn LLP, in Los Angeles,
California, relates that the Plan supplements are substantially
in their final forms, although each document may be amended.

The Creditors Committee has elected the members to serve on the
Post-Effective Date Committees for each of the People's Choice
Home Loan, Inc., People's Choice Funding, Inc., and People's
Choice Financial Corporation Liquidating Trusts to be established
pursuant to the First Amended Plan:

  Creditor                           Representative
  --------                           --------------
  FIS National Tax Services          Donald Workman
                                     Counsel to FIS National

  DLJ Mortgage Capital, Inc.         Michael A. Criscito

  eMortgage Logic, LLC               Gene O'Bannon

  iDirect Marketing, Inc.            Dennis Hastings

  Residential Funding Company, LLC   Neil Luria

Ronald F. Greenspan, senior managing director at FTI Consulting,
Inc., has been selected as Liquidating Trustee of the PCHLI,
Funding and PCFC Liquidating Trusts.  Mr. Greenspan will be paid
and reimbursed of reasonable and necessary expenses monthly.  The
firm's standard hourly rates for 2008 are:

  Ronald Greenspan                           $715
  Other senior managing directors    $645 to $715
  Directors/managing directors       $475 to $620
  Consultants/senior consultants     $235 to $440
  Administrative/paraprofessionals   $100 to $190

A copy of Mr. Greenspan's engagement letter as Liquidating
Trustee is available for free at

              http://ResearchArchives.com/t/s?2ea7

Copies of the forms of Liquidating Trust Agreements for each of
PCHLI, Funding, and PCFC are available for free at:

              http://ResearchArchives.com/t/s?2ea8
              http://ResearchArchives.com/t/s?2ea9
              http://ResearchArchives.com/t/s?2eaa

                         Causes of Action

Except as specifically excluded by the Plan, all Causes of Action
will be assets of the Liquidating Trusts to which they relate,
and are preserved and retained for enforcement by the Liquidating
Trustee subsequent to the Effective Date, Mr. Wilson says.

The Causes of Action include:

   (a) All D&O and Shareholder Claims, including all Causes of
       Action:

       * described in a September 27, 2007 letter from Creditors
         Committee's counsel Winston & Strawn LLP, or arising
         from the same facts set forth in the Letter;

       * against any and all members of the Debtors' credit
         committee -- not the Creditors Committee;

       * against members of the Debtors' committees for losses
         suffered or damages incurred by the Debtors or for
         actions taken or inactions that contributed to breaches
         of duty by the Debtors' directors and officers;

       * with respect to acts or omissions of the Debtors' fraud
         and underwriting departments;

       * against any and all persons who approved, established,
         or assisted int eh Debtors' award of stock options to
         Brad Plantiko, Dwayne Barfells or any other officer or
         employee of the Debtors;

       * against all persons, professionals, advisors, lawyers,
         consultants, agents, accountants, auditors and third
         parties that provided advice or services to the Debtors
         or their officers and directors, which contributed to
         any damages or losses suffered by the Debtors; and

       * against any of the individuals identified in the
         September 27 Letter relating to any other matter,
         regardless of whether the matter was described in the
         Letter.

   (b) All Causes of Action with respect to accounts receivable,
       tax refunds, tax rebates and any other amounts owed to the
       Debtors.

   (c) All Avoidance Actions.

   (d) All Causes of Action for which the Debtors have employed
       ordinary course professionals for prosecution.

   (e) All Causes of Action that are generally or specifically
       described in the Disclosure Statement.

   (f) All other Causes of Action.

A non-exhaustive list of the Debtors' causes of action is
available for free at
http://bankrupt.com/misc/PC_ListofCausesofAction.pdf

Mr. Wilson states that in addition to the Causes of Action
listed, the Debtors may have, in the ordinary course of business,
numerous Causes of Action, claims or rights against vendors or
others with whom they deal in the ordinary course of business.

The Creditors Committee, on behalf of itself and the Debtors,
reserve the right to enforce, sue on, settle or compromise any
claims that are Causes of Action.

A non-exhaustive list of insurance policies under which the
Debtors may be beneficiaries is available for free at
http://bankrupt.com/misc/PC_ListofInsurancePolicies.pdf

                Creditors Committee Further Modify
                  Confirmation Briefing Schedule

Pursuant to the May 2, 2008 Disclosure Statement Order, the Court
established a confirmation briefing schedule that sets forth
various discovery, briefing, solicitation and balloting and other
confirmation-related deadlines.

On June 2, 2008, the Court approved the May 29, 2008 stipulation
Neil Kornswiet and the Creditors Committee filed that modified
certain deadlines in the briefing schedule and pre-trial
conference scheduled for July 18, 2008.

The Creditors Committee relates that on June 12, 2008, it
discovered that certain of the addresses used by the Balloting
Agent -- XRoads Case Management Services -- were incorrect for
certain Class 4A, 4B and 4C creditors.

The Balloting Agent responded immediately to identify and correct
the addresses of those creditors and to serve them the
Solicitation Package at no charge to the Debtors' estates,
according to the Creditors Committee.

A list of the recipients of the second solicitation is available
at no charge at
http://bankrupt.com/misc/PC_SecondSolicitationRecipients.pdf

The recipients of the Second Solicitation were sent Solicitation
Packages by Federal Express on June 14, 2008, for June 16, 2008
delivery.

The Creditors Committee seeks to further modify the Confirmation
Briefing Schedule to:

   (a) extend the deadline to serve Solicitation Packages for
       recipients of the Second Solicitation to June 14, 2008;
       and

   (b) extend the objection deadline to confirmation of the
       Creditors Committee's First Amended Plan to July 11, 2008,
       to ensure compliance with Rule 2002(b) of the Federal
       Rules of Bankruptcy.

The revised, post-June 14, 2008 Confirmation Briefing Schedule,
which incorporates the Initial Modification and the proposed
modifications, provides this timetable:

   Date          Description
   ----          -----------
   06/25/08      Deadline to object to motions to temporarily
                 allow or disallow claims solely for voting
                 purposes.

   07/02/08      Balloting deadline

   07/03/08      Deadline to (i) reply to motions to temporarily
                 allow or disallow claims for voting purposes,
                 (ii) file and serve briefs in support of
                 confirmation and submit supporting evidence,
                 (iii) for parties served with Solicitation
                 Packages on June 5, 2008, to file and for
                 against confirmation and submit supporting
                 evidence, and (iv) file summary of ballots in
                 substantially the form of Official For, F3017-2.

   07/09/08      Hearing on motion to temporarily allow or
                 disallow claims for voting purposes.

   07/11/08      Deadline for parties served with Second
                 Solicitation to file and serve against
                 confirmation and submit supporting evidence.

   07/17/08      Deadline to file and serve reply briefs in
                 support of or against confirmation

   07/23/08      Confirmation hearing or start of any
                 confirmation trial

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking       
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000).


PINE MOUNTAIN: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pine Mountain Ranch, Ltd.
        P.O. Box 864107
        Plano, TX 75086

Bankruptcy Case No.: 08-41437

Type of Business: The Debtor is engaged in real estate.

Chapter 11 Petition Date: June 2, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  Email: eric@ealpc.com
                  12770 Coit Road
                  Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

A copy of Pine Mountain Ranch, Ltd.'s petition is available for
free at:

      http://bankrupt.com/misc/txeb08-41437.pdf


PLASTECH ENGINEERED: Can Employ PwC to Perform Tax Services
-----------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Eastern
District of Michigan to expand the scope of Pricewaterhouse
Coopers LLP's services to include tax planning services, nunc pro
tunc to May 1, 2008.

On May 1, 2008, the Debtors entered into an engagement letter
related to the tax planning services associated with the Debtors'
emergence from bankruptcy.

Pursuant to the Tax Planning letter, PwC is expected to:

     * obtain an understanding of the Debtors' corporate
       structure;

     * review three potential bankruptcy plans -- sale,
       standalone restructurings or liquidation (full or
       partial) -- including, assessing the level of debt
       forgiveness for each plan, assessing the amount of stock
       to be issued to (1) existing shareholders, (2) creditors
       and (3) new investors as part of each plan, and gain an
       understanding of the subsidiaries included as part of the
       bankruptcy filing and their effect on attribute reduction,
       etc;

     * review the Debtors' net operating losses;

     * review the Debtors' creditor claims and determine the tax
       consequences and tax implications of debt forgiveness of
       those claims; and

     * model structuring options, including preparing a matrix of
       the effect on future cash taxes for each of the
       alternative plans.

"The Tax Planning Services are necessary to maximize the value of
the company and their estates," Peter Smidt, executive vice
president for Finance and chief executive officer of Plastech
Engineered Products, Inc., said.  The Tax Planning Services are
unique and PwC will coordinate with other professionals employed
in these Chapter 11 cases to ensure that there will be no
duplication of work," Mr. Smidt assured the Court .

PwC estimates that fees relating to the Tax Planning Services  
will reach between $150,000 and $200,000 computed on these rates:

       Professional                Hourly Rate
       ------------                ------------
       Partner                         $715
       Director                         500
       Manager                          425
       Senior Associate                 295
  
PwC will also seek reimbursement for reasonable expenses.  The
Debtors agree to indemnify and release PwC and its personnel
under certain circumstances pursuant to the Tax Planning Letter,
a copy of which is available for free at:

              http://researcharchives.com/t/s?2ce2

PwC is a "disinterested person" within the meaning of Section
101(14) of the U.S. Bankruptcy Code, and holds no adverse
interests to those of the Debtors and their estate.

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


PREMIER PROPERTIES: Washington County Project in Limbo
------------------------------------------------------
Crystal Ola of Pittsburgh Post Gazette (Penn.) reports that the
future of The Foundry shopping center in South Strabane,
Washington County, is uncertain -- it has only one open business
and firm that developed it, Premier Properties USA Inc., is
involved in bankruptcy proceedings.  It has also been shut down
because of movements in the soil where it was built.

Township administration hasn't been notified about the status of
the project or been informed about property management, according
to the report.

There's probably going to be a change in management for The
Foundry, said Regina Corvo, a project manager for Max & Erma's
Restaurants Inc. in Columbus, Ohio.  Only Max and Erma's
restaurant remains open in the center.

The corporation hasn't received any notice of changes yet,
although DeBartolo Development LLC based in Tampa, Fla., has been
mentioned as possibly becoming the new property manager, according
to the report.

                  Wachovia Foreclosure Suit

As reported in the Troubled Company Reporter on March 18, 2008,
Premier Properties USA is facing an $80 million foreclosure suit
filed by Wachovia Bank with the Butler County Common Pleas Court
late last month.

In January 2008, Wachovia declared Premier in default of a
construction loan related to Premier's Bridgewater Falls Shopping
Center in Hamilton, Ohio, and sought immediate payment.

              Conversion of Case to Ch. 7,
            Charging of Founder with Fraud

As reported by the TCR on June 18, 2008, the Hon. Basil Lorch III
of the U.S. Bankruptcy Court for the Southern District of Indiana
approved a motion to convert the chapter 11 case of Premier
Properties to a chapter 7 liquidation proceeding, IndyStar's Jeff
Swiatek reports.

The Court subsequently appointed a federal trustee to oversee the
liquidation of the Debtor's assets.
  
According to IndyStar, the Debtor has $32.6 million in debts and
$2.3 million in assets, mostly receivables and furniture.

Christopher P. White, founder of bankrupt Premier Properties was
charged with fraud and theft purportedly committed in January
2008.

Mr. White, based on the allegations of Marion County Prosecutor
Carl J. Brizzi, committed fraud on a financial institution, check
fraud and theft -- all class C felonies relating to a $500,000 bad
check.

                     About Premier Properties

Indianapolis-based Premier Properties USA -- http://www.ppusa.com/   
-- is founded in 1993 and holds about $1 billion in real estate
projects that are currently under development.  Premier is the
developer of Bridgwater Falls Shopping Center, --
http://www.shopbridgewaterfalls.com/-- a 635,000-square-foot,    
open-air "power village" center off Ohio Bypass 4 and Princeton
Road in Hamilton, Ohio.  Target, Dicks Sporting Goods, JCPenney,
Best Buy, Old Navy, TJ Maxx, Bed Bath & Beyond, Books-A-Million,
Michaels and PetSmart are some of Bridwater Falls' tenants.  
Additionally, the village at Bridgewater Falls, further enhances
the center's draw with fashion shops, restaurants and
entertainment features.

The Debtor filed for chapter 11 bankruptcy protection on April 23,
2008 (Bankr. S.D. Ind. Case No. 08-04607).  William J. Tucker,
Esq., represents the Debtor.  When it filed for bankruptcy, the
Debtor reported estimated assets and debts between $1 million and
$10 million.


PRIMEDIA INC: Board Approves 2008 Long-Term Incentive Program
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of PRIMEDIA
Inc. approved a Long-Term Incentive Program for the 2008 through
2010 calendar years and granted restricted stock awards to certain
members of the company's management, in each case under Primedia's  
1992 Stock Purchase and Option Plan, as amended.  Restricted stock
awards were granted to these named executive officers:

                   2008            2009            2010
Name and Title    Target Award    Target Award    Target Award
--------------    ------------    ------------    ------------     
Dean Nelson       20,000          40,000          40,000
Chairman

Arlene Mayfield   20,000          20,000          20,000
SVP and
Apartment Guide
President

Kim Payne         10,000          10,000          10,000
SVP and CFO

For each year of the Long-Term Incentive Program, the extent to
which restricted stock awards vest, if at all, is contingent upon
the extent to which the Company achieves the applicable target
EBITDA for such year:

   * If the company's actual EBITDA for a calendar year does not
     meet or exceed 90% of the target EBITDA for such year, then
     the restricted stock award for such year is forfeited.

   * If the company's actual EBITDA for a calendar year is at
     least 90%, but less than 100%, of the target EBITDA for such
     year, then the restricted stock award for such year will vest
     with respect to that number of shares multiplied by the
     percentage that equals the sum of (i) 50% plus (ii) the
     product of that percentage determined by dividing the amount
     of EBITDA that exceeds 90% of targeted EBITDA by 10% of
     targeted EBITDA for the year multiplied by 50%.

   * If the company's actual EBITDA for a calendar year meets or
     exceeds 100% of the target EBITDA for such year, then 100% of
     the restricted stock award for such year will vest.

                Option Grants Under the 1992 Plan

The Committee also approved incentive stock option grants under
the 1992 Plan for certain employees, including the named executive
officers: Arlene Mayfield (of 60,000 shares) and Kim Payne (of
35,000 shares).  The Committee also approved nonqualified stock
option grants of 50,000 shares each to each of the non-employee
directors of the company: David Bell, Beverly Chell, Daniel
Ciporin, Meyer Feldberg, H. John Greeniaus and Kevin Smith.  The
exercise price of each of these stock option grants is $6.42 per
share, and each is exercisable with respect to one-third of the
shares of common stock underlying the option on each of Dec. 31,
2008, Dec. 31, 2009 and Dec. 31, 2010.

                  Compensation of Company Chairman

The Committee approved changes to the Chairman's existing
compensation structure to more closely parallel the current
compensation structure for the company's senior management team,
including participation in the Long-Term Incentive Program.  Mr.
Nelson's compensation, effective July 1, 2008, will include an
annual base salary of $350,000 with a target bonus opportunity of
50% of such base salary under the Company’s Executive Incentive
Compensation Plan.  Mr. Nelson currently receives a base salary of
$500,000 per year and an opportunity to earn a bonus of 60% of his
base salary under the EICP.

          Compensation of Chairman of the Audit Committee

The Committee, after considering the responsibilities and time
requirements of the position, as well as the compensation paid for
such position at selected peer companies, approved compensation of
$50,000 per year, effective Jan. 1, 2008, for Kevin Smith, the
Chairman of the Audit Committee.  Prior to such action by the
Committee, Mr. Smith received compensation of $30,000 per year for
his service on the Audit Committee.

          Compensatory Arrangement with Former Officer

Robert Metz, the company's former President and Chief Executive
Officer, resigned effective April 25, 2008.  The company has
agreed to make severance payments to Mr. Metz consistent with
amounts that would have been payable to him under his Severance
Agreement (previously filed) had his employment been terminated
without cause: $787,500 (equal to 18 months' base salary), payable
bi-weekly on regular pay dates over 18 months; $551,250 (equal to
1.5 times target EICP bonus for 2008), payable no later than April
15, 2009; and $74,155 (equal to a prorated portion of target long-
term bonus compensation for 2008), payable no later than March 31,
2009.  In addition, on the 18-month anniversary of his termination
date, all of his unvested stock options and restricted stock
granted prior to Dec. 31, 2004 will vest.  As consideration for
these severance benefits, Mr. Metz has agreed, among other things,
not to compete with the company or solicit any of the company's
employees for a period of 18 months.  If Mr. Metz breaches either
of these covenants, he is obligated to return to the company
severance payments and prorated portions of any restricted stock
that vested under the terms of this arrangement.

                        About Primedia

Headquartered in Atlanta, PRIMEDIA Inc.(NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.     
operation, is an integrated media business that provides
advertising supported print and online consumer guides for the
apartment and new home industries.  Consumer Source publishes and
distributes more than 38 million guides -- such as Apartment Guide
and New Home Guide -- to approximately 60,000 U.S. locations each
year through its proprietary distribution network, DistribuTech.

The company also distributes category-specific content on its
leading websites, including ApartmentGuide.com, NewHomeGuide.com
and Rentals.com, a comprehensive single unit real estate rental
site.

At March 31, 2008, the company's consolidated balance sheet showed
$251.3 million in total assets and $388.1 million in total
liabilities, resulting in a $136.8 million total stockholders'
deficit.


PSIVIDA LTD: Restates Financial Statements for March 31 Quarter
---------------------------------------------------------------
On June 18, 2008, pSivida Limited filed with the Securities and
Exchange Commission (SEC) an amendment to its Quarterly Report on
Form 10-Q to restate its Condensed Consolidated Balance Sheets as
of March 31, 2008, and June 30, 2007, and related Condensed
Consolidated Statement of Stockholders' Equity for the nine months
ended March 31, 2008.

As disclosed in the previously filed Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2008, the company filed
with the SEC an Annual Report on Form 20-F as of and for the year
ended June 30, 2007.  The consolidated financial statements
included in the Form 20-F were presented in Australian dollars
(A$) in accordance with Australian equivalents to International
Financial Reporting Standards (A-IFRS) and included a
reconciliation, also presented in A$, to accounting principles
generally accepted in the United States (US GAAP).  

On June 10, 2008, the Federal Court of Australia, following
shareholder approval on June 6, 2008, approved a scheme of
arrangement for the company to reincorporate as a U.S. company
under the name pSivida Corp.  In connection with the
reincorporation, the company is in the process of preparing
audited consolidated financial statements as of and for the year
ended June 30, 2007, in accordance with US GAAP and presented in
U.S. dollars.

During the audit, the company identified an error relating to the
December 2005 acquisition of Control Delivery Systems Inc.  The
error was the result of incorrectly translating the A$ value of
shares issued as purchase consideration for the acquisition back
to US$ by using the exchange rate at the measurement date
determined under A-IFRS instead of under US GAAP.  

The impact of correcting this error resulted in an increase to
both Goodwill and Additional paid-in capital at March 31, 2008,
Dec. 31, 2007, Sept. 30, 2007, and June 30, 2007, of approximately
$4.7 million. There was no impact on taxes since the Goodwill is
not tax deductible.

This error does not impact the company's Condensed Consolidated
Statements of Operations or Condensed Consolidated Statements of
Cash Flows for any of the quarterly periods referenced above.

As reported in the Troubled Company Reporter on May 20, 2008,
pSivida Limited posted a net loss of $5.5 million on revenue of
$542,000 for the third quarter ended March 31, 2008, compared with
a net loss of $12.2 million on revenue of $369,000 in the same
period ended March 31, 2007.

Selected consolidated balance sheet information for the restated
10-Q for the period ended March 31, 2008, and as per the original
10-Q filing are shown below.

                             March 31, 2008      March 31,2008
                               As Restated    As Originally Filed    
                             --------------   -------------------
  Total current assets        $ 22,406,000        $ 22,406,000  
  Property and equipment           308,000             308,000
  Goodwill                      60,102,000          55,386,000
  Other intangibles             37,766,000          37,766,000
                              ------------        ------------
  Total assets                $120,582,000        $115,866,000
                              ============        ============
  
  Total current liabilities   $ 15,897,000        $ 15,897,000
  Deferred revenue                 616,000             616,000
  Deferred tax liabilities      26,704,000          26,704,000
  Total stockholders' equity    93,878,000          89,162,000
                              ------------        ------------
  Total liabilities and
    stockholders' equity      $120,582,000        $115,866,000
                              ============        ============

                        About pSivida Ltd.

Based in Melbourne Australia, pSivida Limited (Nasdaq: PSDV) (ASE:
PSD) (Frankfurt: PSI) -- http://www.psivida.com/-- is a global  
drug delivery company committed to the biomedical sector and the
development of drug delivery products.  

Retisert(R) is FDA approved for the treatment of uveitis.  
Vitrasert(R) is FDA approved for the treatment of AIDS-related CMV
Retinitis.  Bausch & Lomb owns the trademarks Vitrasert(R) and
Retisert(R).  pSivida has licensed the technologies underlying
both of these products to Bausch & Lomb.  The technology
underlying Medidur(TM) for diabetic macular edema is licensed to
Alimera Sciences and is in Phase III clinical trials.  pSivida has
a worldwide collaborative research and license agreement with
Pfizer Inc. for other ophthalmic applications of the Medidur(TM)
technology (excluding FA).

pSivida's intellectual property portfolio consists of 64 patent
families, 113 granted patents, including patents accepted for
issuance, and over 280 patent applications.  pSivida conducts its
operations from Boston in the United States, Malvern in the United
Kingdom and Perth in Australia.

                          *     *     *

Deloitte Touche Tohmatsu, in Perth Australia, expressed
substantial doubt about pSsivida Limited's ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2007.  The
auditing firm ponted to the company's recurring losses from
operations and negative cash flows from operations.

In its report on Form 10-Q for the three months ended Dec. 31,
2007, the company disclosed that it had limited sources of ongoing
revenues and that it would need to raise additional cash through
(a) non-dilutive collaboration development partnerships or (b)
sales of equity or debt capital in future periods.

As a result, however, of cash consideration received by the
company pursuant to the March 14, 2008 amendment of its license
and collaboration agreement with Alimera Sciences Inc., the
company currently believes that its cash and cash equivalents at
March 31, 2008, together with expected payments and funding of
research and development in connection with the company's
agreements with Alimera and Pfizer Inc., will be sufficient to
fund the company's operations under its current operating plan
through at least June 30, 2010.  Accordingly, the company does not
believe that it will be required to raise additional cash within
the next year to continue as a going concern.


QUICKSILVER RESOURCES: Prices $475 Million Offering of Sr. Notes
----------------------------------------------------------------
Quicksilver Resources Inc. priced its offering of $475 million
aggregate principal amount of Senior Notes due 2015.  The notes
will bear interest at the rate of 7.75% per annum and will be
issued at a price equal to 98.655% of the principal amount thereof
to yield 8.00%.

On June 23, 2008, Quicksilver disclosed that it intends to offer
$300 million aggregate principal amount of Senior Notes due 2015.
The notes will be fully and unconditionally guaranteed on a senior
basis by certain of Quicksilver's domestic subsidiaries.

Quicksilver expects to close the sale of the notes on June 27,
2008, subject to the satisfaction of customary closing conditions.
Quicksilver intends to use the net proceeds from the offering to
repay a portion of its existing borrowings under its senior credit
facility.

Credit Suisse and Banc of America Securities LLC are acting as
joint book-running managers.

Copies of the prospectus supplement relating to the offering may
be obtained from the offices of:

     Credit Suisse Securities (USA) LLC
     Prospectus Department
     One Madison Avenue
     New York, NY 10010

            or

     Banc of America Securities LLC
     Capital Markets Operations
     100 West 33rd Street, 3rd Floor
     New York, NY 10001

Copies of the prospectus supplement relating to the offering may
also be obtained via phone from Credit Suisse Securities at 1-800-
221-1037 or via e-mail from Banc of America Securities at
dg.prospectus_distribution@bofasecurities.com.

                  About Quicksilver Resources Inc
  
Headquartered in Fort Worth, Texas, Quicksilver Resources Inc.
(NYSE:KWK) -- http://www.qrinc.com/-- is an independent oil and  
gas company.  The company is engaged in the development,
exploitation, exploration, acquisition and production and sale of
natural gas, natural gas liquids and crude oil.  It is also
involved in the marketing, processing and transmission of natural
gas. Quicksilver owns natural gas and oil properties in the United
States, in Texas, Wyoming and Montana, and in Canada, in Alberta.


QUICKSILVER RESOURCES: Moody's Gives Ba3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Quicksilver Resources, Inc.'s
Ba3 Corporate Family Rating, changed its outlook to positive from
stable, and assigned a Ba3 rating (LGD-4, 57%) to its proposed
$300 million of senior unsecured notes due 2015.

Moody's also downgraded Quicksilver's 7.125% senior subordinated
notes due 2016 to B2 (LGD-5, 81%) from B1 (LGD-5, 76%) due to the
higher proportion of senior debt that ranks ahead of those notes.  
Proceeds from the proposed senior unsecured notes will be used to
repay borrowings under Quicksilver's senior secured revolving
credit facility.

The change in outlook to positive reflects Quicksilver's strong
organic performance in recent years including its competitive
finding and development costs and significant growth in production
and proved reserves.  Despite a high degree of concentration in
two regions, Quicksilver has a large drilling inventory and is
actively evaluating other unconventional plays for future growth.

Quicksilver's leverage is in-line with similarly rated peers with
debt/PD reserves of approximately $6.96/Boe and debt plus future
development costs/total proved reserves of approximately $7.45/Boe
as of March 31, 2008 before taking into account the value of its
ownership interests in BreitBurn Energy Partners and Quicksilver
Gas Services.

Moody's will consider an upgrade of Quicksilver's ratings within
12 months based on increased diversification through execution on
other plays and continued growth in production and reserves
commensurate with capital spending while maintaining leverage at
or below current levels.

The outlook could return to stable if Quicksilver's leverage were
to increase much above current levels, the magnitude of its
negative free cash flow were to increase from current levels, or
if its production growth trends were to weaken relative to capital
spending.

Quicksilver Resources, Inc. is headquartered in Fort Worth, Texas.


QUICKSILVER RESOURCES: S&P Rates Proposed $300MM Unsec. Notes 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
proposed $300 million senior unsecured notes due 2015 of
Quicksilver Resources Inc. (BB-/Positive/--).  At the same time,
S&P assigned a recovery rating of '6' to the notes, indicating its
expectation of negligible (0% to 10%) recovery in the event of a
payment default.  S&P also lowered the rating on Quicksilver's
existing $350 million subordinated notes due 2016 to 'B' from 'B+'
and revised the recovery rating to '6' from '5'.
     
The company will use proceeds from the expected offering to
refinance existing debt.  Pro forma for proposed notes,
Quicksilver has about $1.1 billion of debt.
     
The rating actions follow the increase in the borrowing base of
the company's credit facility to $1 billion from $750 million.  As
a result of the large increase in Quicksilver's borrowing capacity
under its senior secured bank facility, there is less potential
residual value available for subordinated creditors in the event
of a payment default.
     
The ratings on Fort Worth, Texas-based independent oil and gas
exploration and production company Quicksilver reflect the
company's weak business profile and aggressive financial risk
profile.  The business risk assessment is based on the company's
participation in a competitive, capital-intensive, and highly
cyclical industry; its small reserve base; low but increasing
production; and its competitive cost structure.  The aggressive
financial profile incorporates an ambitious drilling program that
will exceed cash flow under current commodity prices.
     
Quicksilver had a reserve base of 1.55 trillion cubic feet
equivalent at the end of 2007, composed almost entirely of natural
gas and gas liquids, with 78% located in the Barnett Shale
formation in Texas and the remainder in coal bed methane
properties in Canada.  A large proportion (38%) of reserves
classified as proved undeveloped provides the company with
relatively low-risk development inventory, but significant capital
is needed to bring production of these reserves online.  
Quicksilver's relatively low production results in a very long
reserve life of 20 years, affording a measure of flexibility.  

The company reported extraordinary drilling results in 2007,
replacing 780% of production at a miserly $1.40 per million cubic
feet equivalent, primarily through an ambitious development
program in the Barnett Shale.  Although Quicksilver is pursuing
similar growth in 2008, the company may have difficulty funding
its capital program without relying on debt if natural gas prices
weaken.


Ratings List
Quicksilver Resources Inc.
Corporate credit rating                       BB-/Positive/--

New Rating
$300 million senior unsecured notes           B
  Recovery rating                              6


Revised Rating
                                               To        From
                                               --        ----
$350 million subordinated notes               B         B+
  Recovery rating                              6         5


RAAC: Moody's Cuts 89 Tranches from RAAC Series SP and RP Shelves
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eighty
nine tranches issued in nineteen transactions, put on review
twenty two tranches and confirmed three ratings in one transaction
from the RAAC Series SP and RP shelves.

The collateral backing each tranche consists primarily of first
lien adjustable-rate and fixed-rate reperforming mortgage loans
for the RP shelf and seasoned mortgage loans for the SP shelf.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.

Many scratch and dent pools originated since 2004 are exhibiting
higher than expected rates of delinquency, foreclosure, and REO.  
The rating adjustments will vary based on current ratings, level
of credit enhancement, collateral characteristics, pool-specific
historical performance, quarter of origination, and other
qualitative factors.

Complete rating actions are :

Issuer: RAAC Series 2004-SP1 Trust

  -- Cl. M-1, confirmed at Aa2
  -- Cl. M-2, confirmed at A2
  -- Cl. M-3, confirmed at Baa2

Issuer: RAAC Series 2005-SP2 Trust

  -- Cl. M-I-2, downgraded from A2 to Baa2
  -- Cl. M-I-3, downgraded from Baa1 to B3, on review for possible
     downgrade

  -- Cl. M-I-4, downgraded from Baa2 to Caa2
  -- Cl. M-I-5, downgraded from Baa3 to Caa3
  -- Cl. B-I-1, downgraded from Ba1 to C
  -- Cl. A-II, downgraded from Aaa to Baa1
  -- Cl. A-II-IO-A, downgraded from Aaa to Baa1
  -- Cl. A-II-IO-B, downgraded from Aaa to B1, on review for
     possible downgrade

  -- Cl. M-II-1, downgraded from Aa1 to B1, on review for possible
     downgrade

  -- Cl. M-II-2, downgraded from Aa2 to Caa2
  -- Cl. M-II-3, downgraded from A2 to Ca
  -- Cl. M-II-4, downgraded from Baa1 to C
  -- Cl. B-II-1, downgraded from Ba2 to C
  -- Cl. B-II-2, downgraded from B2 to C

Issuer: RAAC Series 2005-SP3 Trust

  -- Cl. M-1, downgraded from Aa2 to A2
  -- Cl. M-2, downgraded from A2 to B2, on review for possible
     downgrade

  -- Cl. M-3, downgraded from Baa1 to B3, on review for possible
     downgrade

  -- Cl. M-4, downgraded from Baa2 to Caa1

Issuer: RAAC Series 2006-SP1 Trust

  -- Cl. M-2, downgraded from A2 to B3, on review for possible
     downgrade

  -- Cl. M-3, downgraded from Baa1 to Caa2
  -- Cl. M-4, downgraded from Baa2 to Caa3
  -- Cl. M-5, downgraded from Baa3 to Ca

Issuer: RAAC Series 2006-SP2 Trust

  -- Cl. M-2, downgraded from A2 to B1
  -- Cl. M-3, downgraded from Baa1 to Caa2
  -- Cl. M-4, downgraded from Baa2 to Caa3
  -- Cl. M-5, downgraded from Baa3 to C

Issuer: RAAC Series 2006-SP3 Trust

  -- Cl. M-3, downgraded from Baa1 to Ba3
  -- Cl. M-4, downgraded from Baa2 to B3, on review for possible
     downgrade

  -- Cl. M-5, downgraded from Baa3 to Caa1
  -- Cl. M-6, downgraded from Ba1 to Caa2

Issuer: RAAC Series 2006-SP4 Trust

  -- Cl. M-2, downgraded from A2 to B2
  -- Cl. M-3, downgraded from Baa1 to Caa1
  -- Cl. M-4, downgraded from Baa2 to Caa2
  -- Cl. M-5, downgraded from Baa3 to Ca

Issuer: RAAC Series 2007-SP1 Trust

  -- Cl. A-3, downgraded from Aaa to Aa3
  -- Cl. M-1, downgraded from Aa2 to Baa3
  -- Cl. M-2, downgraded from A2 to B3, on review for possible
     downgrade

  -- Cl. M-3, downgraded from Baa1 to Caa3
  -- Cl. M-4, downgraded from Baa2 to B3, on review for further
     downgrade

Issuer: RAAC Series 2005-RP1 Trust

  -- Cl. M-3, downgraded from Baa1 to Ba2
  -- Cl. M-4, downgraded from Baa2 to B2, on review for possible
     downgrade

  -- Cl. M-5, downgraded from Baa3 to B3, on review for possible
     downgrade

Issuer: RAAC Series 2005-RP2 Trust

  -- Cl. M-3, downgraded from Baa1 to B1, on review for possible
     downgrade

  -- Cl. M-4, downgraded from Baa2 to B2, on review for possible
     downgrade

  -- Cl. M-5, downgraded from Baa3 to B3, on review for possible
     downgrade

Issuer: RAAC Series 2005-RP3 Trust

  -- Cl. M-1, downgraded from Aa2 to Baa1
  -- Cl. M-2, downgraded from A2 to B2, on review for possible
     downgrade

  -- Cl. M-3, downgraded from Baa1 to Caa1
  -- Cl. M-4, downgraded from Baa2 to Caa2
  -- Cl. M-5, downgraded from Baa3 to Caa3

Issuer: RAAC Series 2006-RP1 Trust

  -- Cl. M-2, downgraded from A2 to Ba3
  -- Cl. M-3, downgraded from Baa1 to B3, on review for possible
     downgrade

  -- Cl. M-4, downgraded from Baa3 to Caa1

Issuer: RAAC Series 2006-RP2 Trust

  -- Cl. A, on review for possible downgrade
  -- Cl. M-1, downgraded from Aa2 to B3
  -- Cl. M-2, downgraded from A2 to Caa2
  -- Cl. M-3, downgraded from A3 to Ca
  -- Cl. M-4, downgraded from Baa1 to C
  -- Cl. M-5, downgraded from Baa2 to C

Issuer: RAAC Series 2006-RP3 Trust

  -- Cl. A, on review for possible downgrade
  -- Cl. M-1, downgraded from Aa2 to B2
  -- Cl. M-2, downgraded from A2 to Caa2
  -- Cl. M-3, downgraded from Baa1 to Caa3
  -- Cl. M-4, downgraded from Baa2 to Ca
  -- Cl. M-5, downgraded from Baa3 to C

Issuer: RAAC Series 2006-RP4 Trust

  -- Cl. A, downgraded from Aaa to A1
  -- Cl. M-1, downgraded from Aa2 to B2, on review for possible
     downgrade

  -- Cl. M-2, downgraded from A2 to Caa1
  -- Cl. M-3, downgraded from A3 to Caa2
  -- Cl. M-4, downgraded from Baa2 to Ca
  -- Cl. M-5, downgraded from Baa3 to C

Issuer: RAAC Series 2007-RP1 Trust

  -- Cl. A, downgraded from Aaa to A2
  -- Cl. M-1, downgraded from Aa2 to B2, on review for possible
     downgrade

  -- Cl. M-2, downgraded from A2 to Caa1
  -- Cl. M-3, downgraded from Baa1 to Caa3
  -- Cl. M-4, downgraded from Baa2 to B3 on review for further
     downgrade

Issuer: RAAC Series 2007-RP2 Trust

  -- Cl. A, downgraded from Aaa to A2
  -- Cl. M-1, downgraded from Aa2 to B2, on review for possible
     downgrade

  -- Cl. M-2, downgraded from A2 to Caa2
  -- Cl. M-3, downgraded from Baa1 to Caa3
  -- Cl. M-4, downgraded from Baa2 to Ca

Issuer: RAAC Series 2007-RP3 Trust

  -- Cl. A, downgraded from Aaa to Baa1
  -- Cl. M-1, downgraded from Aa2 to Caa1
  -- Cl. M-2, downgraded from A2 to Caa3
  -- Cl. M-3, downgraded from Baa1 to Ca
  -- Cl. M-4, downgraded from Baa2 to C

Issuer: RAAC Series 2007-RP4 Trust

  -- Cl. A, downgraded from Aaa to A2
  -- Cl. M-1, downgraded from Aa2 to B3
  -- Cl. M-2, downgraded from A2 to Caa3
  -- Cl. M-3, downgraded from Baa1 to Ca
  -- Cl. M-4, downgraded from Baa2 to Caa1


RCS-CHANDLER: Brokers Say $38MM Overvalues Elevation Chandler
-------------------------------------------------------------
Luci Scott of The Arizona Republic reports that real estate
brokers believe Elevation Chandler's asking price of $38 million
is high for its actual value.

"The total value is $20 million to $23 million," said Brent Moser,
executive vice president of Grubb & Ellis/BRE Commercial.  Mr.
Moser put the land value at $11.4 million, figuring $25 per square
foot for the 10.5 acres of prime land south of Chandler Fashion
Center, according to the report.  He said improvements, including
the infrastructure and the partly built concrete shell, would
amount to roughly $12 million to $13 million.

In bankruptcy papers, developer Jeff Cline listed the site value
at $40 million, according to the report.  This is substantially
lower than Elevation Chandler's debt of $61.6 million, which
includes $59.9 million in liabilities to creditors holding secured
claims and $1.7 million to creditors holding unsecured, non-
priority claims.

Creditors holding secured claims hold an interest in the land.  In
the bankruptcy filing, Mr. Cline disclosed that the project's
personal assets is but a bank account of $331.75, according to the
report.

As reported by the Troubled Company Reporter on June 2, 2008, the
Arizona Republic reports that Mr. Cline disclosed at a May 27,
2008 hearing that he has a potential buyer for Elevation Chandler.
Arizona Republic relates that Mr. Cline informed the hearing
examine and trial attorney for the U.S. trustee, Patty Chan, that
he filed Chapter 11 papers so he could reorganize and have the
ability to sell the property.  Michael R. Walker, Esq., at Schian
Walker P.L.C., the Debtor's counsel, however, told Ms. Chan they
don't have a definitive date yet as to when the property would
sell, Arizona Republic says.

The report did not mention the identity of the buyer.  According
to Arizona Republic, Mr. Cline did not return a phone call or e-
mail asking about the buyer.

Mr. Scott, citing court documents, reports that Walk About Real
Estate Company is listed as being involved in a sale agreement.   
Mr. Scott, however, notes there is no indication that a contract
has been signed, and the Broadway Road address in Tempe, Arizona,
for Walk About on the documents is a post-office box at a UPS
store.

Mr. Scott relates that, according to Arizona Corporation
Commission records, the name associated with Walk About Real
Estate Company at the Broadway address is Babak Motamedi.

Records, according to Mr. Scott, show a Babak Motamedi lives in
Chandler but has a non-published phone number.

Walk About was incorporated in June, Mr. Scott says.

According to the paper, the agent for Walk About is PHG Service
Corp., based with Hymson, Goldstein & Pantiliat in Scottsdale,
Arizona.  The paper's calls to the firm were not returned.

                       About RCS-Chandler

Headquartered in Phoenix, Arizona, RCS-Chandler LLC, owned by Jeff
Cline, constructs and develops hotels.  The company filed for
Chapter 11 protection on April 11, 2008 (Bankr. D. Ariz. Case
No.08-04021).  The Debtor filed for bankrutpcy one business day
before its property was to be sold at public auction.

Michael R. Walker, Esq., at Schian Walker P.L.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection against its creditors, it listed assets and debts
between $50 million and $100 million.  The Deal reported that the
Debtor had $40 million in assets and $61.6 million in debts.

Construction at Elevation Chandler stopped in April 2006, leaving
a partially built shell on prime real estate south of the mall at
the Santan Freeway and Loop 101, Arizona Republic says.

Prior to the bankruptcy filing, owner Jeffrey Cline had been
marketing RCS-Chandler, The Deal quotes McClatchy-Tribune Regional
News as reporting.

Efforts to sell the property in the past did not succeed, relates
Arizona Republic, citing Chandler officials, in part because Mr.
Cline still wanted to be involved with the property.


RED SHIELD: Seeks New Investors, to File for Bankruptcy
-------------------------------------------------------
WABI TV-5 reports that according to Red Shield Environmental LLC
chairman Ed Paslawski, the company will file for bankruptcy to
give it time to re-organize its finances and keep its doors open.  
Mr. Paslawski said Red Shield is seeking new investors to help
with financial issues caused by rising energy prices, TV-5
reports.

According to Bangor Daily News, attorney Robert Keach of Portland,
Maine, said that the company's woes is a short-term problem and
that the facility isn't expected to close its doors forever.

TV-5 says more than 150 workers who were laid off at a Red Shield
plant will not be going back to work any time soon.  Mr. Paslawski
said it could be a month or more before those employees are called
back, the report relates.

TV-5 also reports that the workers union is in talks with the
company to get its members' pay checks and regarding the
employees' future.  Mr. Paslawski said the checks should be
available by the end of the week, TV-5 says.

Red Shield ran a bio-refinery plant in Old Town, Maine, which it
acquired from Georgia Pacific Paper Company.  TV-5 relates that
the plant had already gone into a temporary shutdown because of a
shortage of wood that it burns to generate electricity.  Mr.
Paslawski told TV-5 that since Red Shield bought the property from
Georgia Pacific, wood prices have nearly doubled, and fuel prices
have more than doubled.


RENAISSANCE HOME: S&P Cuts Rating to D from CCC on 2002-3 Trust
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B home equity loan asset-backed certificates issued by Renaissance
Home Equity Loan Trust 2002-3 to 'D' from 'CCC'.  This action does
not affect the other rated classes from this transaction.
     
The lowered rating reflects 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 B class as of the
May 2008 remittance period, which prompted us to downgrade this
class to 'D'.  Cumulative losses for this transaction were 3.11%
of the transaction's original pool balance.  Total delinquencies
and severe delinquencies (90-plus days, foreclosures, and REOs)
were 27.31% and 19.00% of the current pool balance, respectively.
     
A combination of subordination, excess interest, and O/C provide
credit enhancement for this transaction.  The collateral
supporting this series consists of a subprime pool of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.


RESIDENTIAL FUNDING: Moody's Cuts Ratings of 59 Tranches
-----------------------------------------------
Moody's Investors Service has downgraded the ratings of fifty nine
tranches issued in fifteen transactions and confirmed five ratings
in two transactions from the RAMP Series RS shelf.

The collateral backing each tranche consists primarily of first
lien adjustable-rate and fixed-rate mortgage loans acquired by
Residential Funding Company, LLC under the Negotiated Conduit
Asset Program.  The NCA Program was established for the
acquisition of loans that do not comply with some of the criteria
of RFC's standard programs.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.  Many RAMP Series RS pools
originated since 2004 are exhibiting higher than expected rates of
delinquency, foreclosure, and REO (Real Estate Owned, or
properties owned by lenders following foreclosure).

The rating adjustments will vary based on current ratings, level
of credit enhancement, collateral characteristics, pool-specific
historical performance, quarter of origination, and other
qualitative factors.

Complete rating actions are:

Issuer: RAMP Series 2004-RS1 Trust

  -- Cl. M-II-2, downgraded from Baa2 to Ba1
  -- Cl. M-II-3, downgraded from Baa3 to B1
  -- Cl. M-II-4, downgraded from Ba3 to Caa2
  -- Cl. M-II-5, downgraded from B1 to Caa3
  -- Cl. M-II-6, downgraded from Ca to C

Issuer: RAMP Series 2004-RS2 Trust

  -- Cl. M-I-4, downgraded from Baa3 to B2, on review for possible
     downgrade

  -- Cl. M-II-1, downgraded from Aa2 to A2
  -- Cl. M-II-2, downgraded from Baa2 to B1
  -- Cl. M-II-3, downgraded from Baa3 to Caa1
  -- Cl. M-II-4, downgraded from Ba1 to Caa2
  -- Cl. M-II-5, downgraded from B3 to Caa3
  -- Cl. M-II-6, downgraded from Ca to C

Issuer: RAMP Series 2004-RS3 Trust

  -- Cl. M-5, downgraded from Baa3 to B1

Issuer: RAMP Series 2004-RS4 Trust

  -- Cl. M-I-3, downgraded from Baa2 to Ba2
  -- Cl. M-II-3, downgraded from Ba3 to B2
  -- Cl. M-II-4, downgraded from B2 to Caa3

Issuer: RAMP Series 2004-RS5 Trust

  -- Cl. M-II-5, downgraded from B3 to Caa2

Issuer: RAMP Series 2004-RS6 Trust

  -- Cl. M-I-4, downgraded from Baa2 to Ba2
  -- Cl. M-II-4, downgraded from B1 to Caa2
  -- Cl. M-II-5, downgraded from Caa1 to Ca

Issuer: RAMP Series 2004-RS8 Trust

  -- Cl. M-II-5, downgraded from B3 to Caa2

Issuer: RAMP Series 2004-RS9 Trust

  -- Cl. M-II-4, downgraded from Ba2 to B3
  -- Cl. M-II-5, downgraded from B1 to Caa2

Issuer: RAMP Series 2004-RS10 Trust

  -- Cl. M-I-3, downgraded from Baa2 to Ba2
  -- Cl. M-II-4, downgraded from B1 to Caa1
  -- Cl. M-II-5, downgraded from Caa2 to Ca

Issuer: RAMP Series 2004-RS11 Trust

  -- Cl. M-5, downgraded from Ba3 to B2

Issuer: RAMP Series 2005-RS1 Trust

  -- Cl. M-II-1, downgraded from Aa2 to A2
  -- Cl. M-II-2, downgraded from A2 to Ba2
  -- Cl. M-II-3, downgraded from A3 to Caa1
  -- Cl. M-II-4, downgraded from Baa1 to Caa3

Issuer: RAMP Series 2005-RS2 Trust

  -- Cl. M-4, downgraded from A1 to Baa1
  -- Cl. M-5, downgraded from A2 to Baa3
  -- Cl. M-6, downgraded from A3 to Ba3
  -- Cl. M-7, downgraded from Baa1 to Caa1
  -- Cl. M-8, downgraded from Baa2 to Caa3

Issuer: RAMP Series 2005-RS3 Trust

  -- Cl. M-3, downgraded from Aa3 to A2
  -- Cl. M-4, downgraded from A1 to A3
  -- Cl. M-5, downgraded from A2 to Baa1
  -- Cl. M-6, downgraded from A3 to Baa3
  -- Cl. M-7, downgraded from Baa1 to Ba3
  -- Cl. M-8, downgraded from Baa2 to Caa1
  -- Cl. M-9, downgraded from Baa3 to Caa2
  -- Cl. B-1, downgraded from Ba1 to Caa3
  -- Cl. B-2, downgraded from Ba2 to Ca
  -- Cl. B-3, downgraded from B2 to C

Issuer: RAMP Series 2005-RS4 Trust

  -- Cl. M-3, confirmed at Aa3
  -- Cl. M-4, confirmed at A1
  -- Cl. M-5, confirmed at A2
  -- Cl. M-6, downgraded from A3 to Baa1
  -- Cl. M-7, downgraded from Baa1 to B1
  -- Cl. M-8, downgraded from Baa2 to B3, on review for possible
     downgrade

  -- Cl. M-9, downgraded from Baa3 to Caa2
  -- Cl. B-1, downgraded from Ba1 to Caa3
  -- Cl. B-2, downgraded from Ba2 to C

Issuer: RAMP Series 2005-RS5 Trust

  -- Cl. M-3, confirmed at Aa3
  -- Cl. M-4, confirmed at A1
  -- Cl. M-5, downgraded from A2 to Baa2
  -- Cl. M-6, downgraded from A3 to Ba3
  -- Cl. M-7, downgraded from Baa1 to B3, on review for possible
     downgrade

  -- Cl. M-8, downgraded from Baa2 to Caa1
  -- Cl. M-9, downgraded from Baa3 to Caa2
  -- Cl. B-1, downgraded from Ba1 to Ca
  -- Cl. B-2, downgraded from Ba2 to C


RMIW LLC: Section 341(a) Meeting Slated for July 17
---------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
creditors of R.M.I.W. LLC, aka R.M.I.W. LLC of Texas, at 10:00
a.m., on July 17, 2008, at Suite 3401, 515 Rusk Avenue in Houston,
Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Conroe, Texas-based R.M.I.W. LLC, aka R.M.I.W. LLC of Texas, filed
its chapter 11 petition on May 23, 2008 (Bankr. S.D. Texas Case
No. 08-33284).  Judge Jeff Bohm presides over the case.  Julie
Mitchell Koenig, Esq., at Tow and Koenig PLLC represents the
Debtor in its restructuring efforts.  The Debtor listed total
assets of $60,700,300 and total debts of $7,786,127 when it filed
for bankruptcy.


RUSSELL FOUNDATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Russell Foundation, Inc.
        4455 Southport Crossing
        Indianapolis, IN 46237
        County: Marion

Bankruptcy Case No.: 08-06317

Type of Business: The Debtor is a faith-based, non-profit
                  organization providing comprehensive multi-
                  service community development.  See  
                  http://www.russell-foundation.com

Chapter 11 Petition Date: May 30, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Edward B. Hopper, II, Esq.
                  202 Marott Center
                  342 Massachusetts Ave.
                  Indianapolis, IN 46204
                  Tel: (317) 822-9085
                  Fax: (317) 822-9086
                  Email: ehopper@ebhopper-legal.com

Total Assets:  $235,600

Total Debts: $2,544,617

A copy of The Russell Foundation, Inc.'s petition is available for
free at:

      http://bankrupt.com/misc/insb08-06317.pdf


S&A CORP: Settlement with Lenders Staves Off Hotel Foreclosure
--------------------------------------------------------------
S. and A. Corporation of Clinton can continue ownership of its
Howard Johnson Express hotel in Georgia, after it reached a
settlement with two lenders planning to foreclose on the hotel,
Carolyn Okomo of The Deal says.

Prior to a hearing, the lenders and the Debtor had resolved
repayment issues, The Deal reports.  The Hon. John T. Laney III of
the U.S. Bankruptcy Court for the Middle District of Georgia on
June 20, 2008, then determined to deny two relief from stay
motions filed by General Electric Capital Corp. and Temecula
Valley Bank NA, The Deal relates.  Both lenders are now granted
adequate protection, the report notes.

The Debtor, junior lender GE Capital had argued, did not provide
proof that the hotel securing its $245,456 lien was insured, The
Deal says.  GE Capital had asserted that the Debtor's poor cash
flow and unpaid taxes make it unlikely for the Debtor to
successfully reorganize, The Deal adds.

Senior lender Temecula's $1.3 million claim, however, is secured
by the Debtor's Valdosta, Georgia property, court documents show,
The Deal says.  The Debtor, according to court documents,
defaulted on its $184,734 postpetition mortgage fees, The Deal
reveals.

GE Capital and Howard Johnson International Inc., franchisor of
the Debtor's hotel, had also requested the Court to appoint a
chapter 11 trustee, The Deal says.  That chapter 11 trustee motion
was subsequently denied by the Court, The Deal relates.

                    About S. and A. Corporation

Valdosta, Georgia-based S. and A. Corporation of Clinton, doing
business as Howard Johnson Express, sought chapter 11 bankruptcy
protection Feb. 4, 2008 (Bankr. M.D. Ga. Case No. 08-70147).   
Orson Woodall, Esq., at Woodall and Woodall represents the Debtor
in its restructuring efforts.  The Debtor reported $1 million to
$100 million in estimated assets and debts when it filed for
bankruptcy.


SALTON INC: Moody's Gives Rates 4325MM Credit Facilities B1
-----------------------------------------------------------
Moody's Investors Service assigned a B1 first time corporate
family rating and B2 probability of default rating to Applica Pet
Products LLC.  Applica Pet is the wholly owned subsidiary of
Salton, Inc.  At the same time, Moody's assigned a B1 rating to
the company's $325 million senior secured bank credit facilities.  
The ratings outlook is stable.

In May 2008, Salton disclosed its intention to acquire United Pet
Group, the global pet business of Spectrum Brands, Inc. for
approximately $915 million.  The purchase price consists of
$300 million of senior secured debt and $392.5 million in cash
plus additional consideration of about $225 million of Spectrums
subordinated notes.

Salton expects to finance the transaction with an equity
investment provided by Harbinger Capital Partners and affiliates,
the controlling stockholders of Salton.  As part of such
investment, Harbinger Capital Partners will contribute the
Spectrum notes to Salton.  Applica Pet will function as the
acquisition subsidiary for United Pet Group.

Applica Pet's ratings are constrained by the modest scale of UPG
with revenue less than $600 million, lack of product
diversification and significant customer concentration with four
customers accounting for close to half of sales.

The ratings are also constrained by the historically soft
financial profile of Applica Pet's parent, Salton, and the
implicit support that Applica Pet may provide Salton.  Applica
Pet's ratings benefit from UPG's brand recognition with well-
recognized brand names such as Tetra®, Dingo®, 8 in 1® and Wild
Harvest®, broad product portfolio with over 5,000 SKUs, geographic
diversification and good credit metrics with double digit
operating margins, leverage below 4x and interest coverage above
3x.

The ratings also reflect the sizeable equity contribution to
Salton from Harbinger Capital Partners and a history of generally
consistent demand in the pet industry in soft economic cycles.

The stable outlook reflects Moody's expectation that demand for
UPG's products will remain generally stable even if consumer
spending further softens.  The stable outlook also reflects
Moody's expectation that UPG will maintain double digit operating
margins, maintain leverage below 4x and interest coverage of
around 3.5x or higher.

The ratings of the senior secured credit facility reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of B2, and a loss given default of LGD 3 for the
senior secured credit facility.  Moody's used a 65% LGD recovery
rate as the capital structure consists of all 1st lien bank debt.

The B1 rating of the senior secured credit facility reflects both
the B2 probability of default rating of the company and loss given
default of LGD 3, 32% for the senior secured credit facility.  The
secured credit facility is secured on a first priority lien basis
of all tangible and intangible assets and is guaranteed by all
existing and future domestic subsidiaries.

The final credit agreement is expected to contain customary
limitations, a 50% excess cash flow sweep and financial covenants
governing maximum leverage and minimum fixed charge coverage.

The final credit agreement is also expected to restrict additional
indebtedness, dividends, investments, lien, asset sales, affiliate
transactions, and mergers and acquisitions.  The ratings assumes
covenant levels for the credit facility, when finalized, will give
the company sufficient covenant leeway.

These ratings/assessments were assigned:

  -- Corporate family rating at B1;
  -- Probability-of-default rating at B2;

  -- $25 million senior secured revolving credit facility due 2013
     at B1 (LGD3, 32%);

  -- $300 million senior secured term loan due 2013 at B1 (LGD3,
     32%)

Based in Cincinnati, Ohio, UPG is a global marketer and
manufacturer of a variety of branded pet supplies for fish, dogs,
cats, birds and other small domestic animals.  UPG has a broad
line of consumer and commercial aquatics products, including
integrated aquarium kits, standalone tanks and stands, filtration
systems, heaters, pumps, and other equipment, fish food and water
treatment products.

Its largest aquatics brands are Tetra®, Marineland®, Whisper®,
Jungle® and Instant Ocean®.  UPG also sells a variety of specialty
pet products, including dog and cat treats, small animal food and
treats, clean up and training aid products, health and grooming
aids, and bedding products.  Its largest specialty pet brands
include 8in1®, Dingo®, Firstrax®, Nature's Miracle® and Wild
Harvest®.  Revenue for the twelve months ended March 31, 2008
approximated $575 million.


SECURED DIVERSIFIED: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Secured Diversified Investment Ltd.
                aka Book Corporation of America
                No. 12202 Scottsdale Rd.
                Phoenix, AZ 85054

Case Number: 08-16332

Involuntary Petition Date: June 16, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Petitioner's Counsel: John J. Laxague
                      Cane Clark LLP
                      3273 E. Warmsprings Rd.
                      Las Vegas, NV 89120
                      Tel (702) 312-6255
                      Fax (702) 944-7100
                      Email jlaxague@caneclark.com
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Cane Clark LLP                 Unpaid Invoices      $214,080
3273 East Warm Springs
Las Vegas, NV 89120


SECURITY ASSOCIATES: Auction Sale of Collaterals Set for July 2
---------------------------------------------------------------
Cordell Funding, LLLP, as Agent and Lender under the Junior Notes
issued pursuant to the Credit Agreement dated as of May 25, 2004,
among Cordell Funding, Security Associates International Inc. and
certain of the borrower's affiliates, including SAI Investors LLC
and TJS Security Holdings LLC, will hold a foreclosure sale of
borrower and its affiliates' pledged collateral consisting of
stock, membershiip interests or other equity interests, which will
be sold as a block.

Bids for the pledged collateral are to be submitted so that are
received by the auctioneer, TJM Capital Partners, LLC, no later
than 12:00 p.m.(EST) on July 2, 2008, at:

     TJM Capital Partners, LLC
     425 N. Martingale, Suite 450
     Schaumburg, Illinois 60173
     Tel: (847) 249-4399

Interested parties are advised to seek information with respect to
the pledged collateral by written request to TJM Capital Partners,
LLC.

Security Associates International Inc. -- http://www.sai-inc.com/
-- is a provider of technologically advanced security alarm
wholesale monitoring services for independent alarm dealers across
the United States.  The company operates two monitoring centers in
Pompano, Florida and Arlington Heights, Illinois.
     

SELECT MEDICAL: Moody's Affirms B2 CF Rating, Outlook is Stable
---------------------------------------------------------------
Moody's Investors Service lowered the Speculative Grade Liquidity
Rating of Select Medical Holdings Corporation to SGL-4 from SGL-3.  
Moody's also affirmed the ratings of Holdings and Select Medical
Corporation, a wholly owned subsidiary of Holdings, including the
B2 Corporate Family Rating.  The ratings outlook is stable.

The downgrade of the Speculative Grade Liquidity Rating reflects
Moody's belief that reductions in EBITDA and higher than expected
reliance on the company's revolver has made compliance with
financial covenants less certain.

Additionally, Moody's expects that the financial covenants will
constrain the ability to access the remaining undrawn balance of
the revolver further weakening the company's liquidity position.

The affirmation of the B2 Corporate Family Rating reflects
Select's considerable financial leverage and modest interest
coverage.  The company has been unfavorably impacted by industry
pressures in both the specialty hospital and outpatient
rehabilitation business segments.

However, Moody's expects that the provisions of the Medicare,
Medicaid and SCHIP Extension Act of 2007 and the CMS final rule
for fiscal 2009 should provide some near-term stability in the
specialty hospital segment.

Moody's also believes the winding down of development projects
toward the end of the year should provide the company with added
financial flexibility through reduced capital investment and allow
moderate debt reduction.

The ratings also reflect the company's strong competitive position
as one of the largest long-term acute care and outpatient
rehabilitation providers in the US.  The company substantially
increased its scale and diversity with the acquisition of the
outpatient rehabilitation division of HealthSouth Corporation in
May 2007.

This is a summary of Moody's actions:

Ratings downgraded for Select Medical Holdings Corporation:

  -- Speculative Grade Liquidity Rating to SLG-4 from SGL-3

Ratings affirmed for Select Medical Holdings Corporation:

  -- Senior floating rate notes due 2015 at Caa1 (LGD6, 91%)
  -- Corporate Family Rating, B2
  -- Probability of Default Rating, B2

Ratings affirmed/LGD Assessments revised for Select Medical
Corporation:

  -- Senior secured revolving credit facility due 2011, Ba2 (LGD2,
     20%)

  -- Senior secured term loan due 2012, Ba2 (LGD2, 20%)

  -- 7.625% Senior subordinated notes due 2015, to B3 (LGD5, 70%)
     from B3 (LGD4, 69%)

Headquartered in Mechanicsburg, PA, Select provides long-term
acute care hospital services and inpatient acute rehabilitative
care through its specialty hospital segment.  The company also
provides physical, occupational, and speech rehabilitation
services through its outpatient rehabilitation segment.  For the
twelve months ended March 31, 2008, the company recognized net
revenues of approximately $2.1 billion.


SUN RIVER MESA: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Sun River Mesa Condominiums, L.L.C.
                250 Moser Avenue
                Bullhead City, Arizona 86429
                Tel: (928) 754-4015

Case Number: 08-07568

Type of Business: The Debtor sells townhomes and condominiums.

Involuntary Petition Date: June 24, 2008

Court: District of Arizona (Yuma)

Petitioner's Counsel: John J. Hebert, Esq.
                       (jjh@hs-law.com)
                      Hebert Schenk P.C.
                      4742 N. 24th Street, Suite 100
                      Phoenix, Arizona 85016
                      Tel: (602) 248-8203
                      Fax: (602) 248-8840

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Guywheel Development LLC       unstated             unstated
c/o John W. Wheeler
250 Moser Avenue
Bullhead City, Arizona 86429
Tel: (928) 754-4015
                        

SUN-TIMES MEDIA: Closes Settlement Deals with Hollinger et al.
--------------------------------------------------------------
Sun-Times Media Group, Inc. closed the transactions included in
the revised settlement agreement with Hollinger Inc. and certain
other parties, which had been previously announced on May 14,
2008.  Pursuant to the Revised Settlement Agreement, the company
has settled and resolved the various disputes and litigation among
the company, its controlling stockholder, Hollinger, and
Hollinger's largest secured noteholder, Davidson Kempner Capital
Management LLC.

As part of the closing with respect to the Revised Settlement
Agreement, the Company, Hollinger, 4322525 Canada Inc., and Sugra
Limited entered into the Full and Final Mutual Release dated as of
June 18, 2008, which fully, finally and forever released one
another from claims, damages and causes of action (other than
claims expressly acknowledged in the Revised Settlement
Agreement), along with their current and former counsel (other
than Torys LLP), subsidiaries, divisions, employees, consultants,
advisors, directors, and officers (other than Conrad M. Black and
certain other persons or entities controlled by them).  The
Parties did not intend to release any claims they each could, may,
or do have to any coverage under any insurance policies as a
covered insured.

                  Registration Rights Agreement

In addition, the company, Hollinger, and 4322525 Canada Inc.
entered into a Registration Rights Agreement, dated as of June 17,
2008, with respect to the shares of Class A Common Stock of the
company that were issued upon the conversion of all of the shares
of Class B Common Stock of the company (previously held by
Hollinger and 4322525 Canada Inc.), as well as with respect to the
new shares of Class A Common Stock issued to Hollinger and 4322525
Canada Inc., in both cases, pursuant to the Revised Settlement
Agreement.

                      Securities Issuance

Pursuant to the terms of the Revised Settlement Agreement, all of
the shares of Class B Common Stock of the company held by each of
Hollinger and 4322525 Canada Inc., 2,000,000 and 12,990,000,
respectively, were converted on a one-for-one basis into an equal
number of shares of Class A Common Stock of the company.  The
conversion was exempt from the registration requirements of the
Securities Act by Section 3(a)(9).

In addition, pursuant to the terms of the Revised Settlement
Agreement, the company issued 200,000 additional shares of Class A
Common Stock to Hollinger and 1,299,000 additional shares of Class
A Common Stock to 4322525 Canada Inc.  The securities were issued
in a transaction not involving a public offering in reliance on
the exemption from the registration requirements of the Securities
Act by Section 4(2).

                       Board Number Reduction

On June 18, 2008, pursuant to the Revised Settlement Agreement,
William E. Aziz, Brent D. Baird, Albrecht W. A. Bellstedt, Peter
J. Dey, Edward C. Hannah and G. Wesley Voorheis resigned from the
Company’s Board of Directors.

On June 20, 2008, the board of directors of Sun-Times Media Group,
Inc., reduced its size to seven directors and elected Peter J. Dey
and Robert B. Poile to the board.

Mr. Dey will serve as Chairman of the Nominating and Governance
Committee and as a member of the Compensation Committee. Mr. Poile
will serve on the Audit Committee.

Mr. Dey has been the Chairman of Paradigm Capital Inc., a Canadian
securities firm, since November 2005.  From January 2003 to
November 2005, Mr. Dey was a partner in the law firm of Osler,
Hoskin & Harcourt.  Mr. Dey currently serves as a director of
Addax Petroleum Corporation, Goldcorp Inc. and Redcorp Ventures
Ltd., each of which is a Canadian public reporting company.

Mr. Poile is currently a Portfolio Strategist at Polar Securities,
Inc. and a Trustee of the Board of Cinram International Income
Fund, a Canadian public company.  In 2004, Mr. Poile became
President and CEO of Clublink, resigning upon sale of the
investment in 2007. In the past, Mr. Poile has acted as Chairman,
Director or officer of various entities, including Dylex Limited,
Repap Enterprises Inc., Spar Aerospace, Call-Net Enterprises Inc.,
and Clublink Corporation.

As disclosed in the Troubled Company Reporter on June 16, 2008,
Polar Securities Inc. and its affiliates own 8,768,163 shares of
the company's Class A Common Stock as of June 4, 2008, the date of
its most recent filing with the Securities and Exchange
Commission.  Following the closing under the Revised Settlement
Agreement, such number of shares represented approximately 10.70%
of the outstanding shares of the company's Class A Common Stock.

                    About Sun-Times Media Group

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is dedicated to being the    
premier source of local news and information for the greater
Chicago area.  Its media properties include the Chicago Sun-Times
and Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- which owns  
approximately 70.1% voting and 19.7% equity interest in Sun-Times
Media Group Inc., along with two affiliates, 4322525 Canada Inc.
and Sugra Limited, filed separate Chapter 15 petitions on Aug. 1,
2007 (Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  
Hollinger also initiated Court-supervised restructuring under the
Companies' Creditors Arrangement Act (Canada) on the same day.

As reported in the Troubled Company Reporter on April 3, 2008,
Sun-Times Media Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $791.6 million in total assets and
$866.6 million in total liabilities, resulting in a total
stockholders' deficit of $75.0 million.


TALECRIS BIOTHERAPEUTICS: S&P Holds 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Research Triangle Park, North Carolina-based
Talecris Biotherapeutics Inc.  At the same time, Standard & Poor's
affirmed its 'B+' senior secured debt, and 'CCC+' second-lien term
loan ratings on the company.  The ratings have been removed from
CreditWatch, where they were placed on Feb. 14, 2008 with negative
implications, following growing concerns that Talecris' stepped-up
spending plans to increase its number of licensed plasma
collection centers would significantly affect earnings and free
cash flows, and result in needed covenant relief.  The outlook is
negative.
     
"The rating actions reflect our continued concerns regarding
Talecris' spending needs over the near term, the requisite
continued success of its efforts to increase plasma collection
capacity, and the company's ability to satisfy its debt leverage
covenant, which tightens in 2008," said Standard & Poor's credit
analyst Arthur Wong.  
     
The ratings on Talecris reflects the company's high debt leverage,
expected cash outflows over the intermediate term given expansion
needs, and its short track record as an independent entity.  These
concerns are partially offset by the company's solid position in
the blood plasma-derived biopharmaceutical market.  Acquired by
financial sponsors from Bayer AG in 2005, Talecris is a
biopharmaceutical company that develops, manufactures, and
markets plasma-derived and recombinant protein therapeutics.  The
company is the third-largest player in the U.S. and one of only
five global participants.  The industry is characterized by
oligopolistic competition, high barriers to entry, the limited
supply of blood plasma, and the growing demand for its products.


THOMAS BUTT: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Thomas D. Butt
        dba Doug Butt Rentals
        fdba B & B Fund Raising Co.
        2708 Thompson Drive
        Bowling Green, KY 42101

Bankruptcy Case No.: 08-10868

Chapter 11 Petition Date: June 17, 2008

Court: Western District of Kentucky (Bowling Green)

Debtor's Counsel: Mark H. Flener
                  P.O. Box 8
                  400 East Main Ave. Ste 304
                  Bowling Green, KY 42102-0008
                  Tel (270) 783-8400
                  Fax (270) 783-8873
                  Email mflener@bellsouth.net

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/kywb08-10868.pdf


TOWER BONDING: A.M. Best Holds Ratings, Changes Outlook to Stable
-----------------------------------------------------------------
A.M. Best Co. has revised the outlook to negative from stable and
affirmed the financial strength rating of B(Fair) and issuer
credit rating of "bb" of Tower Bonding and Surety Company Inc.
(San Juan, PR).

The revisied outlook is based on the decline in Tower Bonding's
overall risk-adjusted capital as a result of rapid premium
expansion.  In addition, Tower Bonding maintains an elevated
underwriting expense ratio driven by salaries and commission
expense, which diminish profit and surplus appreciation.  
Management infused capital into the company in 2007, and favorable
first quarter results have improved Tower Bonding's risk-adjusted
capitalization.  However, A.M. Best remains concerned with the
level of premium increase as well as the company's geographic
concentration, which exposes it to judicial, regulatory and
economical concerns.  Furthermore, the local insurance industry is
very competitive as local insurers challenge each other for market
share.

These positive rating factors are based on Tower Bonding's
underwriting performance and favorable reserve development.  The
company maintains prudent risk selection, consistent net
underwriting income and historically favorable investment income.
As a result, pre-tax operating returns on revenue and equity have
been favorable.  Tower Bonding's surety book of business has
performed well, and its five-year average pure loss ratio compares
favorably to the professional fidelity and surety writers industry
composite.


UAL CORP: Union Coalition Demands Say on Executive Pay
------------------------------------------------------
Airline workers' unions claim that as United Airlines executives
continue filling their pockets to overflowing proportions, the
employees, passengers and shareholders continue footing the bill
resulting from management's failed decision making.  Passengers
have expressed dissatisfaction with United Airlines, shareholders
face devalued stock and employees are outraged at ill-advised
schemes the current executives of the airline continue to
perpetrate.  United Airlines management is utterly failing
everyone.

United Airlines Union Coalition leaders released these statements
by Captain Steve Wallach of the Air Line Pilots Association
(ALPA), Randy Canale of the International Association of
Machinists & Aerospace Workers (IAM), David Bourne of the
International Brotherhood of Teamsters (IBT), Greg Davidowitch of
the Association of Flight Attendants (AFA-CWA), Craig Symons of
the Professional Airline Flight Control Association (PAFCA) and
Lou Lucivero of the International Federation of Professional and
Technical Engineers (IFPTE):

"When UAL executives continue to be rewarded for lack of
performance, the system is clearly broken.  There is a clear and
reasonable answer to why 'Say on Pay' proposals are commonplace
in Europe, there are more than 90 similar proposals filed at U.S.
corporations and the concept is currently being considered for
legislation in Congress.

"Say on Pay is appropriate at UAL.  In 2006, UAL's CEO
compensation alone exceeded $39.7 million in a year the company
emerged from bankruptcy and employees were forced to accept
painful cuts.  In 2007 Glenn Tilton was rewarded with $10.3
million and UAL has schemed up an additional plan called the "2008
Incentive Compensation Plan" to again lavishly reward failed
decision making.  These compensation schemes are excessive in
light of company performance and the impact of extreme inequity on
the morale of the workforce.

"It is not unreasonable to demand that shareholders be provided a
meaningful way to voice their opinion on executive performance and
compensation at the annual shareholder meeting.  Standing together
and speaking with one voice, United Airlines' unionized employees
are working aggressively to give shareholders a say on executive
pay.  We stand shoulder to shoulder to rein in management greed
and hold them accountable for their failures.

"United executives must turn their attention inward and address
the myriad of problems and issues identified by passengers,
employees and shareholders resulting from their single-minded
focus on exploiting consolidation and other actions for their
personal gain."

The Union Coalition at United Represents more than 48,900 United
employees.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 158; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings has affirmed the Issuer Default Ratings of UAL
Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UAL CORP: Mulls Elimination of 950 Pilots as Oil Price Woes Deepen
------------------------------------------------------------------
United Airlines Inc. plans to lay off 950 pilots, or about 14% of
the airline's total pilot population, as part of its plan to cope
with rising fuel prices, Mary Schlangenstein of Bloomberg News
reports.

Affected pilots would be notified of the layoffs in mid-July,
according to reports. The first 100 furloughs will be effective
September and will extend into 2009, airline spokeswoman Megan
McCarthy said in an interview with Bloomberg.  

Bloomberg notes that prior to the pilot cutbacks, United offered
buyouts to 600 senior flight attendants and eliminated 1,600
salaried jobs.

"We must take the difficult but necessary step to reduce the
number of people we have to run our operation," Ms. McCarthy told
Bloomberg.  United has already held a briefing on its chapter of
the Air Line Pilots Association, Ms. McCarthy further disclosed.

According to USA Today, United's fleet will shrink from 460 to
360 by the end of 2009 with the retirement of 96 Boeing 737s and
six Boeing 747s.  No new planes are scheduled for delivery.

Ms. McCarthy said United's overall mainline capacity in the
fourth quarter of 2008 will be down between 9.5% and 10.5% from
the fourth quarter of 2007, reports USA Today.

"That large of a cutback will require significantly fewer workers
at United," McCarthy said, "but managers have yet to determine
how many jobs will be eliminated among other unionized work
groups such as flight attendants, mechanics, agents and ground
crew," says the report.

"United hasn't determined the extent of cuts needed among other
labor groups and is working with unions to limit involuntary
furloughs," Bloomberg quotes Ms. McCarthy, as saying.  Pilot
union spokesman Dave Kelly declined to comment, in deference to
ongoing talks with United, Bloomberg said.

             Domestic Capacity Reduction in 2008-2009

The Troubled Company Reporter on June 6, 2008, said that United
Airlines had disclosed significant fleet, capacity and personnel
changes to enable the company to build a stronger, more
competitive business and withstand record oil prices and a
softening economy.

United will remove a total of 100 aircraft from its mainline
fleet, including the 30 previously announced Boeing 737s, and
reduce its mainline domestic capacity in the fourth quarter 2008
by 14% year over year.  The company expects to retire all of its
94 B737s, provided it can work out terms with certain lessors, and
six Boeing 747s.  Over the 2008 and 2009 period, cumulative
mainline domestic capacity will be reduced between 17% and 18% and
cumulative consolidated capacity between 9% and 10%.

United expects to reduce the number of its salaried and management
employees and contractors by 1,400 to 1,600, including the
previously announced 500 employee reduction by year-end.  The
company said it will determine the number of front-line employee
furloughs as it finalizes the schedule over July 2008.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 160; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)

                        *     *     *

As reported by the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as:   UAL & United Issuer Default Ratings at 'B-'; United's
secured bank credit facility (Term Loan and Revolving Credit
Facility) at 'BB-/RR1'; and Senior unsecured rating for United at
'CCC/RR6'.


US EAGLES: Administrator Moves Section 341(a) Meeting to July 1
---------------------------------------------------------------
Richard Blythe, bankruptcy administrator for the U.S. Bankruptcy
Court for the Northern District of Alabama rescheduled a meeting
of creditors of U.S. Eagles Logistics LLC to July 1, 2008, at 1:00
p.m.  The meeting will be held at the Federal Building, Cain
Street Entrance, Room 200 in Decatur, Alabama.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Harvest, Alabama-based U.S. Eagles Logistics LLC filed its chapter
11 petition on May 22, 2008 (Bankr. N.D. Ala. Case No. 08-02472).  
Judge Tamara O Mitchell presides over the case.  Daniel D. Sparks,
Esq., at Christian and Small LLP, represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of
$12,000,763 and total debts of $5,842,675 when it filed for
bankruptcy.


VALLEJO CITY: Talks with Union Bank to Limit Debt Service Payment
-----------------------------------------------------------------
As part of the City of Vallejo's efforts to emerge from
bankruptcy protection, Norman C. Hile, Esq., at Orrick,
Herrington & Sutcliffe LLP, in Sacramento, California, relates
that the Debtor has met with representatives of Union Bank, the
largest creditor with respect to the Debtor's debt obligations.

According to Mr. Hile, the Debtor is working with Union Bank and
other municipal debt creditors in an attempt to lower its debt
service payments even below the 6% level the Debtor targets under
the Pendency Plan, which is intended to take effect on July 1,
2008.

Mr. Hile relates that the Debtor intends to limit debt service
payments to an amount not greater than a rate of 6% per annum,
regardless of what the applicable interest rate on that debt may
be pursuant to the issuing documents.

Although it has not yet conferred with all of its creditors, the
Debtor intends to determine an appropriate adjustment for each of
its debts as part of the comprehensive plan of adjustment that
the Debtor is developing.

"We think we are going to be able to conclude that in the very
near future," Vallejo Finance Director Robert Stout says in an
update to the City Council on the confidential negotiations with
Union Bank of California, Andrew Ward of The Bond Buyer reports.

Vallejo is asking Union Bank, which is the provider of the letter
of credit of certificates of participation for $49,400,000, to
buy the debt from current holders, The Bond Buyer says.  The
report further says Vallejo wants Union Bank to offer Vallejo a
lower rate on the COPs.  Holders have tendered $1,200,000 of the
COPs to Union Bank, Deputy Finance Director Susan Mayer said,
according to The Bond Buyer.

The Bond Buyer says that Union Bank has some incentive reach to a
deal with Vallejo.  Union Bank already faces the full credit risk
that goes with the COPs and faces material uncertainty about the
outcome of Vallejo's bankruptcy case in court.  If Vallejo opts
to skip its debt service at any point, holders could ask Union
Bank for their money, The Bond Buyer says.

Vallejo is optimistic it can eventually return to the capital
markets, The Bond Buyer adds.

                  About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in     
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.  

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and $358
million in debts.  (Vallejo Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VALLEJO CITY: Wants Court OK to Reject Labor Bargaining Agreements
------------------------------------------------------------------
The City of Vallejo, California, seeks the authority of the United
States Bankruptcy Court for the Eastern District of California to
reject its collective bargaining agreements with four labor
associations:

   1. the Vallejo Police Officers Association;

   2. the International Association of Firefighters;

   3. the International Brotherhood of Electrical Workers; and

   4. the Confidential, Administrative, Managerial and
      Professional Association of Vallejo.

The Debtor also asks the Court to set a deadline for the filing
of rejection damage claims.

The rejection of the CBAs is authorized under Section 365 of the
Bankruptcy Code incorporated into Chapter 9 by Section 901, says
Marc A. Levinson, Esq., at Orrick, Herrington & Sutcliffe LLP, in
Sacramento, California.

Mr. Levinson relates the CBAs' rejection is the first step toward
developing a viable plan of adjustment that will make Vallejo's
general fund solvent.  If the Debtor will not reject the CBA,
addressing its other debts will not be sufficient to achieve
solvency, he asserts.

Mr. Levinson narrates that the General Fund's largest expenditure
is for labor, the largest of which are for police and
firefighters.  The City's labor costs are controlled by the CBAs
which are effective through June 30, 2010.

The Debtor projects that General Fund reserves will be completely
depleted by June 30, 2008, the end of the current fiscal year.  
For fiscal year 2008 to 2009, under existing contract rates and
service levels, the General Fund will operate at a deficit
approaching $17,000,000.  Without reserves, the General Fund will
end every month of fiscal year 2008 to 2009 with $6,100,000, to
$24,000,000, negative cash balances.  Without the restructuring
proposed by the Debtor, the deficits and negative cash flows will
get worse in fiscal year 2009-2010, Mr. Levinson tells the Court.

Due to a decrease in revenue caused by the declining housing
market and struggling economy, the Debtor estimates that revenues
will decrease by $5,000,000m while labor costs will increase by
$5,000,000, both in the next fiscal year.  

The Court will convene a hearing on July 23, 2008 to consider the
Debtor's request for the rejection of the CBAs.

              CBAs Control the Debtor's Labor Costs

Mr. Levinson reminds the Court that the Debtor, by itself,
outside Chapter 9, cannot reduce its labor costs.  This is
because most of its employees are represented by a labor
association which are parties in the collective bargaining
agreements with the Debtor.  Each of the CBA has a two-year term.

Aside from determining the compensation the represented employees
receive, the CBAs also provide minimum staffing requirements and
other terms or rules of employment.  The employees' compensation
includes base pay, overtime, health and medical benefits, pension
and retiree health benefits and other compensation components
like vacation accrual.

For example, Mr. Levinson notes, the CBA with the firefighters
requires the Debtor to maintain a minimum daily staffing of 28
firefighters, sufficient to staff eight fire stations or nine
fire companies, and the CBA with the police requires the Debtor
to staff a minimum of 145 sworn police positions beginning
May 2010.

The CBAs provide for, among other compensation terms, salary
increases in each fiscal year.  The rate of the salary increases
are depends on the applicable CBA, Mr. Levinson further notes.

According to Mr. Levinson, salary increases for police and
firefighters are calculated each fiscal year using a formula
driven by a comparison with 14 city, county and public district
comparison.  The application of the formula can be triggered by
salary adjustments made by comparison agencies any time during
the fiscal year.  Any pay increases provided to police or
firefighters by any of the other agencies, at any time during the
fiscal year that are retroactive in that agency to July 1, are
averaged into the salary increase formula for the Debtor's police
and firefighters.

Salary increases for employees represented by the IBEW and CAMP
are determined by the percentage change in the Consumer Price
Index, Urban Wage Earners and Clerical Workers, for San
Francisco-Oakland-San Jose.  The increase should be not less than
3% or greater than 5%.

                  Compensation Under the CBAs is
                    Top of the Market; Reduced
                    Salaries Still Competitive

According to Mr. Levinson, the salaries and benefits the Debtor
provides to its police and firefighters under the CBAs are some
of the highest available.  For example, based on annual
expenditures, the Debtor spends $524 per capita on police and
firefighter services.  The average per capita dollar amount spent
on police and firefighter services by comparison cities was $489.  
What makes these figures particularly compelling is that the
Debtor's annual per capita revenue for the same time period was
only $683, whereas the average annual per capita revenue of the
13 comparison cities was $958.

A recent salary survey by third-party consultant Management
Partners, Inc., confirms that the police and firefighter CBAs
provide top of the market compensation, Mr. Levinson relates.  
For example, he notes, out of 15 cities considered in the survey,
the salaries paid to each position in the Debtor's fire and
police departments rank no lower than fourth.

The Debtor ranks even higher in non-salary compensation.  
Mr. Levinson further notes, the Debtor is one of only four cities
in the survey to provide its firefighters longevity pay and, of
the four cities, it provides the highest percentage.  The Debtor
is one of eight cities to provide its police longevity pay and,
of the cities that provide percentages, the City is the highest.  
Reaching as high as 10% of an employee's salary, longevity pay
increases an employee's final year compensation by the applicable
percentage and, thus, correspondingly increases the employee's
lifetime annual pension.

Longevity pay is a substantial benefit to the Debtor's police and
firefighters that comes at a substantial cost to the Debtor.  
Similarly, with respect to employer contributions to firefighter
and police association health plans, the Debtor not only ranks
number one of the 15 cities for both job categories, but the
Debtor's maximum contribution is 56% higher for firefighters and
45% higher for police, than the city in second to it.

The Debtor also provides for the highest monthly payout among the
surveyed cities for firefighter and police post-retirement health
benefits.  The reduced salary levels the Debtor is currently
paying under the Interim Agreements, and will pay under the
Pendency Plan, are solidly competitive with the salaries paid by
surrounding cities.  Compared to the fiscal year 2007-2008 median
salary of the surveyed cities, Firefighter salaries under the
Interim Agreements range from 0.1 % to 4.0% above the median.  
With respect to police under the Interim Agreements, City Police
Officer salaries range from 3.2% to 6.8% above the median.

The Debtor avers that as the results show, even at the reduced
salary levels the Debtor will be paying under the Pendency Plan,
which continues the compensation to which the City, VPOA and IAFF
have agreed in their interim agreements, its police and
firefighters will continue to receive competitive compensation.

               Debtor and Associations Cannot Agree

Mr. Levinson relates that the Debtor, the IAFF, the VPOA and the
IBEW could not agree on modifications to the CBAs despite
extensive efforts, including multiple mediation, before the
Petition Date.

The Associations' last proposal in mediation would reduce the
Debtor's labor costs for fiscal year 2008 to 2009 to potentially
viable levels for that year, Mr. Levinson says.  However, he
further says, the Debtor would be more insolvent when substantial
salary increases takes effect starting July 1, 2009.  The
Associations' proposal is based on speculative and probably
incorrect assumptions about an improving economy and increasing
revenues, he adds.

The Associations wanted a four-year extension of the CBAs in
exchange for the temporary salary concessions.  Mr. Levinson
asserts that the only real solution to the Debtor's deficits is a
a long-term solution and the Associations' proposed CBA
modifications are not sufficient.

               Debtor Has Exhausted Other Solutions

Mr. Levinson tells the Court that the Debtor has already looked
for and implemented solutions to their deficits and negative cash
flows, before filing for Chapter 9, other than cutting labor
costs.  The solutions include:

   -- reducing most of its expenditures that it can lawfully cut;
      and

   -- reducing its services and programs to important ones.

The Debtor's efforts to avoid bankruptcy included significant
funding cuts the Debtor already made to many of the programs and
services the Debtor provides to its residents.  According to
Mr. Levinson, the Debtor reduced General Fund employee positions
from 494 positions in fiscal year 2003-04 to 407 in fiscal year
2007-08.  For fiscal year 2008-09, budgeted positions have been
further reduced to 379.

Over the past few years, the Debtor has reduced the funding for
various "quality of life" programs:

   1. the Florence Douglas Senior Center;

   2. the Vallejo Symphony;

   3. the Solano County Library;

   4. the Naval & Historical Museums;

   5. Youth & Family Services;

   6. the Police Athletic League;

   7. the Community Arts Foundation;

   8. the Convention and Visitors Bureau; and

   9. the Greater Vallejo Recreation District.

The Debtor has also reduced the funding for more fundamental city
services like street maintenance and public works.

The Debtor will to continue compensating its police and
firefighters under the Interim Wage Agreements when the Court
approves the CBA rejection and while its Chapter 9 case proceeds.  
The Debtor has compensated the police and firefighters under the
Interim Wage Agreements before and during the Petition Date until
at present.  The Debtor also intends to compensate all other
employees at the same level as that on the Petition Date.  All of
these are part of the Debtor's Pendency Plan.

The Debtor will start implementing its Pendency Plan on July 1,
2008, the first day of its 2008-2009 fiscal year.

                  About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in     
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.  

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and $358
million in debts.  (Vallejo Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


VERSO TECHNOLOGIES: Can Hire NachmanHaysBrownstein as Manager
-------------------------------------------------------------
Verso Technologies Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Georgia to employ NachmanHaysBrownstein Inc. as their
manager and John L. Palmer as their chief administration officer.

NachmanHaysBrownstein is expected to provide crisis and turnaround
management consulting to the Debtors.  Mr. Palmer will:

   a. assist the Debtors to maximize recovery of their assets for
      the benefit of creditors, in order of priority;

   b. represent the Debtors as an officer as required during the
      bankruptcy process;

   c. advise the board of directors regarding its duties,
      responsibilities and tasks during the bankruptcy process;

   d. assume other duties performed by a chief executive officer,
      chief operating officer, chief financial officer or chief
      restructuring officer, as the case may be;

   e. take responsibility for vacating facility prior to June 30,
      2008, and retain the necessary financial records from the
      facility; and

   f. be elected to the office of CAO in accordance with the
      by-laws of the Debtors.

Current hourly rates for the firm's principal is $425, managing
director is $400, and other professional staff is $150 to $350.  
The Debtors provided the firm a $67,500 retainer to apply against
unpaid fees and expenses.

To the best of the Debtors' knowledge, the firm represents no
interest adverse to the Debtors, creditors, any other party in
interest.

The firm can be reached at:

   John L. Palmer, PhD, CTP
   (jpalmer@nhbteam.com)
   NachmanHaysBrownstein Inc.
   822 Montgomery Avenue, Suite 204
   Narberth, PA 19072
   Office: (610) 660-0060, x230
   Mobile: (215) 527-8950
   http://www.nhbteam.com/

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides  
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.  

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga Lead Case No.08-
67659).  J. Robert Williamson, Esq., at Scroggins and Williamson,
represents the Debtors in their restructuring efforts.  The
Debtors selected Logan and Company Inc. as their claims agent.  
The U.S. Trustee for Region 21 appointed creditos serve on an
Official Committee of Unsecured Creditors.  Darryl S. Laddin,
Esq., at Arnall Golden Gregory LLP, represents the Committee in
these cases.  When the Debtors filed for protection against their
creditors, they listed total assets of $34,263,000 and total debts
of $36,657,000.


VERSO TECHNOLOGIES: Gets OK to Hire Logan & Co. as Claims Agent
---------------------------------------------------------------
Verso Technologies Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Georgia to employ Logan & Company, Inc. as their
claims, noticing and balloting agent.

The Debtors told the Court that it is necessary and in the best
interest of their creditors and estates to engage Logan to act as
outside agent to the Bankruptcy Clerk to assume full
responsibility for the distribution of notices and proofs of claim
forms and the maintenance, secondary processing, and docketing of
all proofs of claim filed in the case.

The firm will also be responsible for the mailing of the Debtors'
disclosure statements, plans, and ballots and in maintaining and
tallying ballots in connection with the voting on the plans.

The Debtors said there will about 1,200 creditors and 7,000
shareholders involved in the case.

Logan will be paid as:

a. Database Creation & Claims Docketing

   One-time set-up fee                      waived
   Manual input and verification              $460
   Claims docketing                         $1,035
   Scheduled claims creation                  $300
   Miscellaneous                              $100

b. Noticing

   Noticing set-up                            $500
   Notice of case commencement                $350
      Postage                                 $420
   Bar date notice/Proof of claim             $350
      Postage                                 $420
      Proof of claim form                     $360

c. Software and system charges

   Public Web site design, dev't and          $185 per hour
     maintenance
   Public Web site hosting                    $650 per month
   Private Intranet hosting and reporting     $150 per month

d. Consulting

   Principal (Kathleen Logan)                 $270 per hour
   Court testimony (if required)              $300 per hour
   Statement and Schedules preparation        $200 per hour
   Account executive support                  $185 per hour
   Programming support                        $150 per hour
   Project coordinator                        $125 per hour
   Data prep analysis                         $100 per hour
   Data entry                                  $70 per hour
   Clerical                                    $45 per hour

The firm will be paid for other services that are deemed necessary
in the case.  Logan requested a deposit of $1,000 that will be
refunded at the end of the case.

The firm can be reached at:

   Logan & Company, Inc.
   546 Valley Road, Upper Montclair
   New Jersey 07043
   Tel: (973) 509-3190
   Fax: (973) 509-3191
   http://www.loganandco.com/

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides  
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.  

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga Lead Case No.08-
67659).  J. Robert Williamson, Esq., at Scroggins and Williamson,
represents the Debtors in their restructuring efforts.  The
Debtors selected Logan and Company Inc. as their claims agent.  
The U.S. Trustee for Region 21 appointed creditos serve on an
Official Committee of Unsecured Creditors.  Darryl S. Laddin,
Esq., at Arnall Golden Gregory LLP, represents the Committee in
these cases.  When the Debtors filed for protection against their
creditors, they listed total assets of $34,263,000 and total debts
of $36,657,000.


VERSO TECHNOLOGIES: Can Hire NatCity as Manager Investment Banker
-----------------------------------------------------------------
Verso Technologies Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Georgia to employ NatCity Investments Inc. as their
investment banker, nunc pro tunc to May 5, 2008.

The Debtors related that the complexity, intense activity and
speed characterizing the case have necessitated NatCity's
engagement so that the Debtors' other professionals can focus
their attention on time on time-sensitive matters.

NatCity will, among others, assist the Debtors in negotiating with
various stakeholders including their senior lenders, bondholders
and shareholders in regard to the possible financial restructuring
of existing claims and equity.

NatCity will be paid as:

   a. an initial fee of $15,000 upon execution of the engagement
      agreement;

   b. monthly fee of $15,000 payable on or before the first day
      of each month during the term of engagement beginning on
      June 1, 2008.  The total monthly fees will be credited
      against any sale fees payable to NatCity;

   c. sale fee at closing of the transaction equal to the greater
      of (i) $400,000 or (ii) 3.3% of total consideration up to
      $12,000,000, and 5% of total consideration in excess of
      $12,000,000.  However, in the event that the total
      consideration is below $7.5 million, then the minimum sale
      fee will be reduced to $300,000.

The Debtors maintained that NatCity do not hold or represent an
interest adverse to the estate and are disinterested persons.

The firm can be reached at:

   Mark E. Chesen
   Senior Managing Director
   NatCity Investments Inc.
   Five Tower Bridge, Ste. 420, 300 Ban Harbor Dr.
   West Conshohocken, PA 19428

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides  
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.  

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga Lead Case No.08-
67659).  J. Robert Williamson, Esq., at Scroggins and Williamson,
represents the Debtors in their restructuring efforts.  The
Debtors selected Logan and Company Inc. as their claims agent.  
The U.S. Trustee for Region 21 appointed creditos serve on an
Official Committee of Unsecured Creditors.  Darryl S. Laddin,
Esq., at Arnall Golden Gregory LLP, represents the Committee in
these cases.  When the Debtors filed for protection against their
creditors, they listed total assets of $34,263,000 and total debts
of $36,657,000.


VERTIS INC: S&P Puts Default Ratings on $350MM Unsecured Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Vertis
Inc.'s $350 million 10.875% senior unsecured notes due 2009 to 'D'
from 'C', and its corporate credit rating on the company to 'D'
from 'SD', following the company's failure to make an interest
payment on the notes due June 15, 2008.
     
S&P also lowered the corporate credit rating on American Color
Graphics Inc. to 'D' from 'SD', following the company's failure to
make an interest payment due June 15, 2008 on its $280 million 10%
senior secured second-priority notes due in 2010.
     
Vertis Inc. announced in a press release on May 30, 2008, that it
would not make interest payments due on June 1, 2008 and June 15,
2008.  On June 13, 2008, ACG announced in a press release that it
also would not make its interest payment due on June 15, 2008.  
S&P have received confirmation that the companies did not meet
these obligations.
     
S&P lowered the rating on ACG to 'SD' from 'CC' on Nov. 15, 2007
after the company's announcement that it received consent from
holders of at least 90% of the principal amount of the 10% notes
to defer the semi-annual payment of cash interest previously due
on Dec. 15, 2007.  On Apr. 8, 2008, S&P lowered the rating on
Vertis to 'SD' from 'CC' after the company elected to forego
making its interest payment due April 1, 2008.
     
On May 22, 2008, Vertis announced that it planned to merge with
ACG and that both companies would complete comprehensive
restructuring plans.  Under the restructuring proposal,
noteholders will exchange their notes for an aggregate of
$550 million in new notes and substantially all of the new equity
in the combined company.


VISTEON CORPORATION: Moody's Junks New Senior Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD4, 66%) rating to
Visteon Corporation's new senior unsecured notes maturing in 2016.  
The new senior unsecured notes have been issued consistent with
the structure and terms that were in place when the securities
were initially proposed and assigned a prospective rating on May
22, 2008.

In a related action, Moody's affirmed Visteon's Corporate Family
Rating of B3, Probability of Default of B3, senior secured term
loan rating of Ba3, senior unsecured notes of Caa2, and
Speculative Grade Liquidity rating of SGL-3.  The Outlook remains
negative. Please the Moody's Press release dated May 22, 2008.

The B3 Corporate Family Rating and negative Outlook continue to
incorporate automotive industry pressures including general
economic conditions which have weakened consumer demand, high fuel
costs, and decreasing market share of Visteon's largest customers
in North America.  The severity of the North American shift in
consumer demand is evidenced by recent announcements within the
industry lowering production forecasts for 2008 and delaying the
launch of new SUV and light truck models.

These pressures may be somewhat mitigated by Visteon's book of new
business awards (which includes customer growth outside of North
America), and continuing the trend of reduced dependency to Ford
North America to 12% of revenues in first quarter of 2008 from 15%
at year-end 2007.  Nevertheless, pricing pressures in the industry
remain significant, and continued cost reductions are necessary to
ensure adequate returns are achieved.

Visteon maintains adequate liquidity with $1.6 billion of cash at
March 31, 2008, about 85% of this cash located in North America.  
Negative free cash flow is expected in 2008 while Visteon executes
its restructuring program, but Moody's anticipates that the
company's cash balances will be sufficient to cover the expected
cash flow burn over the next twelve months.

Visteon had approximately $177 million available under its
$350 million ABL revolver, after LC usage.  In addition the
company maintained $162 million of availability under its European
Securitization.  A fixed charge coverage covenant becomes
effective when availability under the revolving credit facility
falls below $75 million, which is not expected.

Ratings Assigned:

  -- New senior unsecured notes due 2016 -- privately place
     without registration rights, Caa1 (LGD4, 66%);

Ratings Affirmed:

Visteon Corporation

  -- Corporate Family Rating, B3
  -- Probability of default, B3
  -- Secured bank term loan, Ba3 (LGD2, 19%);
  -- Existing unsecured notes, Caa2 (LGD6, 94%);

  -- Shelf filings for unsecured, subordinated, and preferred,
     (P)Caa2 (LGD6, 94%), (P)Caa2 (LGD6, 97%), and (P)Caa2 (LGD6,
     97%),respectively;

  -- Speculative Grade Liquidity rating, SGL-3

Visteon Capital Trust I

  -- Shelf filing trust preferred, (P)Caa2 (LGD6, 97%)

The last rating action was on May 22, 2008 when prospective
ratings were assigned.

Visteon's $350 million revolving credit facility is not rated by
Moody's.

Visteon Corporation, headquartered in Van Buren Township, MI, is a
global tier 1 automotive supplier focused on climate control
systems, electronic/lighting products and interiors.  Annual
product revenues were $11.3 billion in 2007.  The company has
operations in 26 countries.


WACHOVIA BANK: S&P Junks Ratings on Two Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2005-C17 and
removed them from CreditWatch, where they were placed with
negative implications on June 5, 2008.  In addition, S&P affirmed
its ratings on 17 classes from this series and removed one of
these ratings from CreditWatch negative.
     
The downgrades reflect credit deterioration in part of the pool,
specifically eight loans that have reported debt service coverage
below 1.0x.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 17, 2008, remittance report, the collateral pool
consisted of 224 loans with an aggregate trust balance of
$2.575 billion, compared with 226 loans totaling $2.724 billion at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 96% of the pool.  Fifty-eight percent of
the servicer-provided information was full-year 2007 data.  There
are eight loans in the pool totaling $85.3 million (3%) with
reported DSCs lower than 1.0x.  The loans are secured by
multifamily, office, and retail properties with an average balance
of $10.6 million and an average decline in DSC of 39% since
issuance.  Standard & Poor's calculated a weighted average DSC
of 1.73x for the pool, up from 1.54x at issuance.  There is one
loan with the special servicer, CWCapital Asset Management LLC,
which is also the only delinquent loan in the pool.  The trust has
experienced no losses to date.
     
The specially serviced asset, Cabrillo Apartments, is a 369-unit
multifamily property in San Diego, California, with a total
exposure of $43.9 million, including servicing advances and
interest thereon.  The interest-only loan was transferred to the
special servicer in April 2008 due to imminent default resulting
from the failure to make scheduled amortization payments that went
into effect in February 2008.  The loan is reported as 90-plus-
days delinquent; however, the debt service payments are being held
in a suspense account.  CWCapital is in discussions with the
borrower concerning the payment of scheduled principal.  The
property reported a 2007 DSC of 1.38x.
     
Wachovia reported a watchlist of 18 loans ($128.7 million, 5%).  
The Sterling University Vista Apartments loan ($27.8 million, 1%)
was transferred to the special servicer on Feb. 1, 2008, for a
loan modification but was transferred back to Wachovia on June 16,
2008.  The loan was transferred to CWCapital when the borrower
requested an extension of the loan's maturity date.  The request
was rejected, and the loan will go on the watchlist next month.   
The property reported a DSC of 0.64x for the nine-month period
ended Sept. 30, 2007.
     
The Airport Square Shopping Center loan ($15.7 million, 1%) is the
second-largest loan on the watchlist.  The loan is secured by a
187,476-sq.-ft. retail property in Toledo, Ohio.  The loan appears
on the watchlist because the property reported a year-end 2007 DSC
of 0.88x and 45% occupancy.  The remaining loans are on the
watchlist primarily because of low occupancy or a decline in DSC
since issuance.
     
The top 10 loans have an aggregate outstanding balance of
$792.9 million (31%) and a weighted average DSC of 2.04x, up from
1.74x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  One property was characterized
as "excellent," one property was characterized as "fair," and the
remaining collateral was characterized as "good."
     
The credit characteristics of the One and Two International Place,
Tharaldson Pool I-B, Tharaldson Pool I-A, and 200 Varick Street
loans are consistent with those of an investment-grade obligation.  
The credit characteristics of the Great Wolf Resorts Pool are no
longer consistent with those of an investment-grade obligation.  
Details of the loans are:

     -- The One and Two International Place loan is the largest
        loan in the pool, with a trust balance of $211.8 million
        (8%) and a whole-loan balance of $423.6 million.  The
        whole loan consists of a $211.8 million pari passu A-1
        participation that serves as trust collateral in this
        transaction; and a $211.8 million A-2 participation, which
        supports the pooled certificates in Wachovia Bank
        Commercial Mortgage Trust series 2005-C18.  The loan is
        collateralized by two connected office buildings in Boston
        totaling 1,852,501 sq. ft. For the year ended Dec. 31,
        2007, the DSC was 1.81x and occupancy was 94%.  Standard &
        Poor's adjusted net cash flow for this loan is comparable
        to its level at issuance.

     -- The fourth-largest exposure in the pool, Tharaldson Pool
        I-B, has a balance of $71.9 million (3%).  In addition,
        there is $137.0 million of preferred equity secured by the
        equity interests of the borrower.  The loan is
        collateralized by the leasehold interest in 13 limited-
        service lodging properties in six states totaling 1,435
        rooms.  For the year ended Dec. 31, 2007, DSC was 3.36x
        and the portfolio's weighted average daily rate was
        $118.01, up from $87.92 at issuance.  Standard & Poor's
        adjusted NCF for this loan is up 40% from its level at
        issuance.

     -- The sixth-largest exposure in the pool, Tharaldson Pool
        I-A, has a balance of $52.1 million (2%).  The loan is
        collateralized by the fee interest in 14 limited-service
        lodging properties in seven states totaling 1,095 rooms.  
        The loan collateral also includes the leased fee interest
        in the properties collateralizing the Tharaldson Pool I-B
        loan.  For the year ended Dec. 31, 2007, DSC was 2.53x and
        the portfolio's weighted average daily rate was $103.77,
        up from $77.44 at issuance.  Standard & Poor's adjusted
        NCF for this loan is up 34% from its level at issuance.

     -- The ninth-largest exposure in the pool, Great Wolf Resorts
        Pool, has a balance of $46.8 million (2%).  The loan is
        collateralized by two full-service lodging properties
        totaling 562 rooms in Lansing, Mich., and Kansas City,
        Missouri.  For the year ended Dec. 31, 2007, DSC was 2.00x
        and the portfolio's weighted average occupancy rate was
        63.4%, down from 66.0% in 2005.  Undistributed operating
        expenses at the properties have increased 21% from their
        level at issuance, and Standard & Poor's adjusted NCF for
        this loan is down 36% compared to its level at issuance.

     -- The 24th-largest exposure in the pool, 200 Varick Street,
        has a balance of $27 million (1%).  The interest-only loan
        is collateralized by the fee interest in a 400,061-sq.-ft.
        office property in Manhattan.  For the year ended Dec. 31,
        2007, DSC was 4.22x, and Standard & Poor's adjusted value
        for this loan is comparable to its level at issuance.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
       

       Ratings Lowered and Removed from Creditwatch Negative

              Wachovia Bank Commercial Mortgage Trust
  Commercial mortgage pass-through certificates series 2005-C17

                  Rating
                  ------
       Class    To      From              Credit enhancement
       -----    --      ----              ------------------
       L        B       BB-/Watch Neg            2.25%
       M        B-      B+/Watch Neg             1.98%
       N        CCC+    B/Watch Neg              1.72%
       O        CCC     B-/Watch Neg             1.45%

       Rating Affirmed and Removed from Creditwatch Negative

              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2005-C17

                  Rating
                  ------
       Class    To      From              Credit enhancement
       -----    --      ----              ------------------
       K        BB      BB/Watch Neg             2.77%


                         Ratings Affirmed
     
              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2005-C17
   
                Class    Rating   Credit enhancement
                -----    ------   ------------------
                A-1A     AAA            21.13
                A-PB     AAA            21.13
                A-2      AAA            21.13
                A-3      AAA            21.13
                A-4      AAA            21.13
                A-J      AAA            13.87
                B        AA             10.96
                C        AA-            10.04
                D        A               8.19
                E        A-              7.13
                F        BBB+            6.08
                G        BBB             4.89
                H        BBB-            3.43
                J        BB+             3.17
                X-P      AAA              N/A
                X-C      AAA              N/A


WATERBROOK PENINSULA: Case Summary & 13 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Waterbrook Peninsula, LLC
        715 E. Hillsboro Blvd.
        Deerfield Beach, FL 33441

Bankruptcy Case No.: 08-18603

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

Chapter 11 Petition Date: June 25, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Thomas M. Messana, Esq.
                  Messana Weinstein & Stern, P.A.
                  Email: tmessana@mws-law.com
                  200 E. Broward Blvd., Ste. 1110
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 453-8017

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Vercon Construction Management general contractor    $3,031,152
17071 W. Dixie Hwy.
North Miami Beach, FL
33160-3773

Tax Collector, Palm Beach      2007 taxes            $128,678
County
P.O. Box 3353
West Palm Beach, FL 33402

City of Boynton Beach          permits               $47,395
100 E. Boynton Beach Blvd.
Boynton Beach, FL 33425

Specialty Engineering          engineering fees      $25,873

Arnstein & Lehr, LLP           legal fees            $25,350

Prime Rate Premium Finance     insurance             $11,191
Corp.

Broad & Cassel                 legal fees            $6,995

Falkenger Snyder Martineau &   architects            $1,621
Yates

Lori Dennis                    auto damage claim     $738

Renee Shine                    auto damage claim     $500

Flynn Engineering Services,    engineers             $486
P.A.

AT&T                           utilities             $294

United Shipping Solutions      courier service       $62


WHITEHALL JEWELERS: Gets Initial OK to Use BoA's $80 Mil. Facility
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Whitehall Jewelers Holdings Inc. and its debtor-
affiliates to obtain, on an interim basis, up to $80,000,000 in
debtor-in-possession financing -- including a $12,000,000 sublimit
for issuance of standby letters of credit -- under a revolving
credit agreement from a consortium of banks comprised of Bank of
America, as administrative and collateral agent, Wells Fargo
Retail Finance LLC, and GMAC Commercial Finance LLC

The Court also authorized the Debtors to use the lenders' cash
collateral from June 28, 2008, to July 16, 2008.  A full-text copy
of the cash collateral budget is available for free at:

              http://ResearchArchives.com/t/s?2ea2

The committed $80,000,000 facility will incur interest at
prime plus 1.5% per annum or LIBOR plus 2.75% per annum.  All
obligations under the DIP facility will be due and payable in full
by Dec. 31, 2008, if a final order is entered by July 15, 2008.

On June 24, 2008, consignment vendors SDC Designs LLC and
Diamour Inc. opposed the Debtors' request to obtain BoA et al.'s
$80,000,000 DIP facility and the use of collateral on concern that
their claims are not adequately protected.  The vendors argued
that the Debtors are seeking to retain 100% of the proceeds of
the sale of all consigned goods to pay the Debtors' lenders
instead of remitting the contractual portion of the consignment
vendors.

The DIP facility will be used to pay related transaction
fees and expenses, and to finance working capital and general
corporate purposes of the Debtors.  It will also be used to pay
administrative expenses incurred during the Debtors' Chapter 11
cases and pay in full the remaining obligations under the
prepetition revolving facility.

To secure their DIP obligations, the lenders will be granted
perfected security and superpriority claim status over all other
secured and unsecured creditors of the Debtors' estate.

The DIP lien are subject to $1,250,000 carve-out for payment of
professional advisors to the Debtors or the committee and fees
incurred by U.S. Trustee.

The Debtors will pay a host of fees including a commitment fee of
$1,000,000 to the lenders upon closing.

The DIP agreement contains and appropriate events of defaults.

                    Prepetition Indebtedness

Before the Debtors' bankruptcy filing, a syndicate of banks
including LaSalle Bank National Association, Wells Fargo Retail
Finance LLC and Bank of America provided to the Debtors a
$125 million funding under a revolving credit facility.  The
aggregate principal amount outstanding under that facility is
about $71,500,000 plus a $10,000,000 accommodation facility and
$5,400,000 in outstanding letters of credit.

The Debtors have entered into a loan credit agreement with PWJ
Lending LLC, an affiliate of Prentice Capital Management, LP.  
As of the Debtors' bankruptcy filing, the principal amount
outstanding under the loan agreement is about $40,000,000, which
is secured by a second priority lien on substantially all of the
Debtors' assets.

                    About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- own and operate 375  
stores jewelry stores in 39 states.  The company operates stores
in regional and regional shopping malls under the names Whitehall
and Lundstrom.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No.08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski, Esq.,
and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring efforts.  The
U.S. Trustee for Region 3 has not appointed creditors to serve on
an Official Committee of Unsecured Creditors.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WHITEHALL JEWELERS: Taps Epiq Bankruptcy as Claims Agent
--------------------------------------------------------
Whitehall Jewelers Holdings Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Epiq Bankruptcy Solutions LLC as their
claims, noticing and balloting agent.

Epiq Bankruptcy will:

   a) prepare and serve required notices in these Chapter 11
      cases, including:

      -- notices of the commencement of these Chapter 11 cases and
         initial meeting of creditors under section 341(a) of the
         Bankruptcy Code;

      -- notice of claims bar date;

      -- notices of objections to claims;

      -- notices of any hearings on a disclosure statement and
         confirmation of a plan of reorganization; and

      -- other miscellaneous notices as the Debtors or the Court
         may deem necessary or appropriate for an orderly
         administration of these Chapter 11 cases;

   b) file with the clerk's office a certificate or affidavit of
      service that includes:

      -- a copy of the notice served;

      -- an alphabetical list of persons on whom the notice was
         served, along with corresponding addresses; and

      -- the date and manner of service;

   c) maintain copies of all proofs of claims and proofs of
      interest filed in these cases;

   d) maintain official claims registers in these cases by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes these information for each
      such claim or interest asserted:

      -- the name and address of the claimant or interest holder
         and any agent, if the proof of claims or proof of
         interest was filed by an agent;

      -- the date the proof of claims or proof of interest was
         received by the firm or the Court;

      -- the claims number assigned to the proof of claims of
         proof of interest; and

      -- the asserted amount and classification of the claim.

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmitting to the clerk's office a copy of the claims
      registers on a weekly basis, unless requested by the clerk's
      office on a more or less frequent basis;

   g) maintaining an up-to-date mailing list for all entities
      that have filed proofs of claim or proofs of interest and
      making such list available upon request to the clerk's
      office or any party in interest;

   h) provide access to the public for examination of the proofs
      of claim or proofs of interest filed in these cases without
      charge during regular business hour;

   i) recording all transfers of claims pursuant to Rule 3001)e)
      of the Federal Rules of Bankruptcy Procedure and providing
      notice of transfers as required by the Bankruptcy Rule
      3001(e), if directed to do so by the Court;

   j) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders, and other
      requirements;

   k) provide temporary employees to process claims, as necessary;

   l) promptly comply with further conditions and requirements as
      the clerk's office or the Court may at any time prescribe;
      and

   m) provide other claims processing, noticing, balloting and
      related administrative services as may be requested from
      time to time by the Debtors.

In addition, the firm will assist the Debtors (i) prepare
schedules, statements of financial affairs and creditor lists;
(ii) assist in the reconciliation and resolution of claims; and
(iii) prepare, mail and tabulate ballots of certain creditors for
the purpose of voting to accept or reject a plan.

The firm's professionals and their compensation rates are:

      Designations                Hourly Rates
      ------------                ------------
      Senior Consultant              $265
      Senior Case Manager          $202-$247
      Case Manager (Level 2)       $166-$198
      IT Programming Consultant    $126-$171
      Case Manager (Level 1)       $112-$157
      Clerk                         $36-$54
  
To the best of the Debtors' knowledge, the firm does not hold any
interest adverse to the Debtors' estates and their creditors, and
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                    About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- own and operate 375  
stores jewelry stores in 39 states.  The company operates stores
in regional and regional shopping malls under the names Whitehall
and Lundstrom.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No.08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski, Esq.,
and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring efforts.  The
U.S. Trustee for Region 3 has not appointed creditors to serve on
an Official Committee of Unsecured Creditors.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WOLPER CONSTRUCTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Wolper Construction, Inc.
        3750 West 500 South
        Salt Lake City, UT 84104
        aka
        Wolper Landscaping and Construction

Bankruptcy Case No.: 08-24034

Type of Business: The Debtor provides landscape counseling and
                  planning services.

Chapter 11 Petition Date: June 23, 2008

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Andres' Diaz, Esq.
                  Email: courtmail@adexpresslaw.com
                  307 West 200 South, Ste. 3004
                  Salt Lake City, UT 84101
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803

Estimated Assets:         Less than $50,000

Estimated Debts: $10 million to $50 million

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


YOSHINOYA NEW: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Yoshinoya New York Inc.
        255 W. 42nd Street
        New York, NY 10036

Bankruptcy Case No.: 08-12281

Chapter 11 Petition Date: June 18, 2008

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: Robert R. Leinwand
                  Robinson Brog Leinwand Greene Genovese &
                  Gluck P.C.
                  31st Floor, 1345 Avenue of the Americas
                  New York, NY 10105
                  Tel (212) 586-4050
                  Email rrl@robinsonbrog.com

Total Assets: $123,122

Total Debts: $1,046,400

Debtor's 3 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Yoshinoya America Inc.                               $924,000
991 West Knox Street
Torrance, CA 90502

Gotham City Company                                  $120,000
Attn: Boram
Goldstein, Altschuller, ET
377 Broadway
New York, NY 10013

NYC Dept. of Finance                                   $2,400
Attn: Legal Affairs-Devora Cohn
345 Adams Street, 3rd Fl.
Brooklyn, NY 11201


* S&P Cuts Ratings on 41 Certificates from 11 US Subprime RMBS
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 41
classes of mortgage pass-through certificates from 11 U.S.
subprime residential mortgage-backed securities transactions
issued by various issuers.  

S&P placed one of the lowered ratings on CreditWatch with negative
implications.  Additionally, S&P removed five other ratings from
CreditWatch with negative implications.  S&P affirmed the ratings
on 19 other classes of certificates from these 11 transactions.

The lowered ratings and CreditWatch placements reflect the
performance of the affected transactions as of the May 2008
remittance period.  Current and projected credit support is not
sufficient to support the ratings at their previous levels.

Fourteen of the downgraded classes defaulted and experienced
principal write-downs during the April or May 2008 distribution
periods; therefore, S&P lowered its ratings on these classes to
'D'.  Credit support for all of the deals reviewed is provided by
overcollateralization, excess interest, and subordination;
however, O/C has been depleted for all of the reviewed
transactions.  

Based on the amount of loans in the delinquency pipeline and
projected losses for class M-1 from GSAMP Trust 2002-HE, we expect
credit support to be further compromised.  Therefore, S&P placed
its rating on this class on CreditWatch negative.  Class IIA from
Aegis Asset Backed Securities Trust's series 2004-5 and class M-2
from Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC3 also
benefit from bond insurance provided by MBIA and FSA,
respectively.  

During recent months, credit support for the downgraded deals has
eroded because monthly net losses have outpaced monthly excess
interest.  As of the May 2008 remittance period, cumulative losses
for the reviewed deals ranged from 1.56% (Fremont Home Loan Trust
2004-3) to 4.08% (Aegis Asset Backed Securities Trust 2004-5) of
the respective original pool balances.  

Total delinquencies for the deals ranged from 24.63% (People's
Choice Home Loan Securities Trust Series 2004-1) to 42.49% (GSAMP
Trust 2002-HE) of the respective current pool balances.

The affirmations on the remaining 19 classes from these 11
transactions reflect loss coverage percentages that are sufficient
at the current rating levels as of the May 2008 distribution
period.


                          Ratings Lowered

                Aegis Asset Backed Securities Trust

                                                    Rating
                                                    ------
   Transaction         Class      CUSIP        To           From
   -----------         -----      -----        --           ----
   2004-5              M3         00764MDJ3    BB           A-
   2004-5              B1         00764MDK0    B            BB
   2004-5              B2         00764MDL8    CCC          B+
   2004-5              B3         00764MDM6    CC           B
   2004-5              B4         00764MDN4    D            CCC

                      Fremont Home Loan Trust

                                                    Rating
                                                    ------
   Transaction         Class      CUSIP        To           From
   -----------         -----      -----        --           ----
   2004-3              M5         35729PFQ8    BB           AA
   2004-3              M6         35729PFR6    B            AA-
   2004-3              M9         35729PFU9    CC           B
   2004-3              M10        35729PFV7    D            CCC

                            GSAMP Trust

                                                    Rating
                                                    ------
   Transaction         Class      CUSIP        To           From
   -----------         -----      -----        --           ----
   2002-HE             M-2        36228FKQ8    CCC          BBB
   2002-HE             B-1        36228FKR6    D            CCC
   2002-HE             B-2        36228FKS4    D            CCC

                       Home Equity Asset Trust

                                                    Rating
                                                    ------
   Transaction         Class      CUSIP        To           From
   -----------         -----      -----        --           ----
   2002-4              B-1        22541NQP7    D            CCC
   2002-5              B-1        2254W0AK1    D            CCC

             Morgan Stanley ABS Capital I Inc. Trust

                                                    Rating
                                                    ------
   Transaction         Class      CUSIP        To           From
   -----------         -----      -----        --           ----
   2002-NC6            M-1        61746RAG6    A            AA
   2002-NC6            M-2        61746RAH4    B            BBB
   2002-NC6            B-1        61746RAJ0    D            CCC
   2002-NC6            B-2        61746RAK7    D            CCC

        Morgan Stanley Dean Witter Capital I Inc. Trust

                                                    Rating
                                                    ------
   Transaction         Class      CUSIP        To           From
   -----------         -----      -----        --           ----
   2002-HE1            M-1        61746WPY0    A            AA
   2002-HE1            M-2        61746WPZ7    BB-          A
   2002-HE1            B-1        61746WQA1    CC           B
   2002-HE1            B-2        61746WQB9    D            CCC
   2002-HE2            B-1        61746WRT9    D            CCC
   2002-NC3            M-1        61746WSR2    BB           AA
   2002-NC3            M-2        61746WSS0    B            A
   2002-NC3            B-1        61746WST8    D            CCC
   2002-NC3            B-2        61746WSU5    D            CCC
   2003-NC1            M-1        61746WYU8    BBB          A
   2003-NC1            M-2        61746WYV6    B+           BB
   2003-NC1            B-1        61746WYX2    CC           CCC
   2003-NC1            B-2        61746WYY0    D            CCC

           People's Choice Home Loan Securities Trust

                                                    Rating
                                                    ------
   Transaction         Class      CUSIP        To           From
   -----------         -----      -----        --           ----
   2004-1              M4         71085PAH6    BBB          A
   2004-1              M6         71085PAK9    CCC          B
   2004-1              M7         71085PAL7    CC           CCC
   2004-1              M8         71085PAM5    D            CCC

        Rating Lowered and Placed on Creditwatch Negative

                          GSAMP Trust

                                                    Rating
                                                    ------
   Transaction         Class      CUSIP        To           From
   -----------         -----      -----        --           ----
   2002-HE             M-1        36228FKP0    BB/Watch Neg AA+

       Ratings Lowered and Removed from Creditwatch Negative

                    Fremont Home Loan Trust
                                                Rating
                                                ------
  Transaction         Class      CUSIP        To       From
  -----------         -----      -----        --       ----
  2004-3              M7         35729PFS4    CCC    A+/Watch Neg
  2004-3              M8         35729PFT2    CC     BB/Watch Neg

          Morgan Stanley Dean Witter Capital I Inc. Trust

                                                Rating
                                                ------
  Transaction         Class      CUSIP     To        From
  -----------         -----      -----     --        ----
  2002-HE2            M-1     61746WRR3    BBB       AA+/Watch Neg
  2002-HE2            M-2     61746WRS1    B         BB/Watch Neg

            People's Choice Home Loan Securities Trust

                                                Rating
                                                ------
   Transaction         Class      CUSIP        To    From
   -----------         -----      -----        --    ----
   2004-1              M5         71085PAJ2    B    BBB-/Watch Neg

                          Ratings Affirmed

                Aegis Asset Backed Securities Trust

         Transaction         Class      CUSIP        Rating
         -----------         -----      -----        ------
         2004-5              IA3        00764MDE4    AAA
         2004-5              IIA        00764MDF1    AAA
         2004-5              M1         00764MDG9    AA
         2004-5              M2         00764MDH7    A

                     Fremont Home Loan Trust

         Transaction         Class      CUSIP        Rating
         -----------         -----      -----        ------
         2004-3              M1         35729PFL9    AA+
         2004-3              M2         35729PFM7    AA+
         2004-3              M3         35729PFN5    AA+
         2004-3              M4         35729PFP0    AA+

                      Home Equity Asset Trust

         Transaction         Class      CUSIP        Rating
         -----------         -----      -----        ------
         2002-4              M-1        22541NQM4    AA+
         2002-4              M-2        22541NQN2    BB
         2002-5              M-1        2254W0AH8    AA
         2002-5              M-2        2254W0AJ4    BB

         Morgan Stanley Dean Witter Capital I Inc. Trust
  
         Transaction         Class      CUSIP        Rating
         -----------         -----      -----        ------
         2002-NC3            A-2        61746WSQ4    AAA
         2002-NC3            A-3        61746WSW1    AAA
         2003-NC1            M-3        61746WYW4    B

            People's Choice Home Loan Securities Trust
  
         Transaction         Class      CUSIP        Rating
         -----------         -----      -----        ------
         2004-1              A3         71085PAD5    AAA
         2004-1              M1         71085PAE3    AA
         2004-1              M2         71085PAF0    AA-
         2004-1              M3         71085PAG8    A+


* S&P Predicts Continued Stable Outlook for Canadian Life Insurers
------------------------------------------------------------------
Canadian life insurers should continue to hold stable outlooks for
the next year, in spite of currency and market challenges,
according to a report card published by Standard & Poor's Ratings
Services.  The commentary, "Industry Report Card: Canadian Life
Insurers Remain Well Positioned To Weather The Storm" notes that
life insurers' overall good financial shape and the resilient
Canadian economy should help lifecos through the turbulent times.
     
Among the macro-economic factors they face are: the headwinds
created by the strong Canadian dollar, dislocation in the capital
markets that has led to the re-pricing of credit risk and
liquidity, the recent churning down of the global equity markets,
and the advent of fair-value accounting.
     
The Canadian economy is expected to narrowly escape falling into
recession.  While the high Canadian dollar and record oil prices
have made a number of sectors--such as manufacturing--less
competitive, net gains in other parts of the economy seem to have
offset these unfavorable developments.
     
On the other hand, the Canadian industry has been helped by the
relatively stable and rational domestic pricing environment,
conservative investment portfolios, tight asset-liability
management practices, very strong-to-exceptionally strong capital
adequacy positions maintained by most industry participants,
robust risk management cultures, and the relatively stable home
environment.  
     
"For the most part, Canadian life insurers can look forward to a
continuation of their strong operating performance given the
Canadian economic environment remains relatively stable," said
Standard & Poor's credit analyst Donald Chu.  "Nevertheless, the
sector would benefit from a slow and steady rise in long-term
interest rates, as this would make many of the long-term
protection and savings products sold by life insurance companies
more attractive," he added.


* Fitch Says Credit Cards Can Bear Unemployment; Sees Downgrades
----------------------------------------------------------------
U.S. credit card and auto ABS could withstand significant
increases in unemployment from current levels before 'BBB' or
'AAA' bonds default, but downgrade risk persists, particularly at
the subordinate level as unemployment levels have increase
substantially over the past 12 months, according to Fitch Ratings
in a new report.

Fitch recently completed a study analyzing the sensitivity of
consumer ABS losses to changes in the U.S. unemployment rate in
response to the continued weak economy, along with increasing
worries about consumer ABS performance.  The unemployment rate is
a widely acknowledged indicator of consumer financial health.

Fitch's study, which focused primarily on the level of
unemployment that would cause first dollar defaults in auto loan
and credit card ABS transactions, determined that typical 'AAA'
rated transactions could withstand an increase in the unemployment
rate of up to 20%, all other factors being equal.  In addition
Fitch determined that typical 'BBB' rated transactions could
withstand an increase in the unemployment rate of up to 10%, again
with all other factors being equal.  'Most credit card and auto
ABS bonds can withstand a major unemployment shock before a loss
occurs, but it does not mean they are immune to downgrade,' said
Kevin Duignan, Managing Director and head of Fitch's U.S. ABS
group.

Fitch's study also focused on how quickly unemployment rate shocks
translate to ABS losses and the differences between auto loan &
credit card transaction performance during the unemployment
shocks.  The effect of rising unemployment on auto & credit card
performance tends to lag the actual rise in unemployment by three-
to-six months.  Additionally, consumers are more likely to default
on credit cards before auto loans following a shock to
unemployment.  'Given the recent jump in unemployment, Fitch
expects credit card and auto loss indices to continue climbing in
the third and fourth quarter of this year,' said Senior Director
Don Powell.

The actual ability of individual investment grade securities to
withstand losses is also contingent on many other factors
including origination and servicing quality, transaction structure
and specific asset characteristics.  'In a high unemployment
environment, it is likely that weakness in a number of additional
economic factors will amplify losses beyond those directly related
to employment,' said Director Ebru Demir.


* S&P Says Canadian Utilities Continue to Spend on Infrastructure
-----------------------------------------------------------------
Canadian utilities continue to push ahead with capital spending on
infrastructure and the pipeline sector continues to work on
capacity expansion to accommodate oil sands growth, according to a
report published by Standard & Poor's Ratings Services.
     
The investment-grade sector continues to enjoy steady access to
debt and equity markets, says the report, entitled "Industry
Report Card: Canadian Utility Sector Remains Solid As Companies
Expand Production And Delivery Capability".  "There has been
active bond issuance in first- and second-quarter 2008 to support
higher-than-average capital spending programs," says Standard
& Poor's credit analyst Nicole Martin. Several utilities have also
increased their credit lines.
     
Positive rating actions dominated second-quarter 2008, largely due
to a number of upgrades linked to ongoing stability in Ontario's
electricity market and regulatory framework.  A trend of
decreasing business risk exposure for electricity distributors
that we observed a year ago continued and resulted in multiple
one-notch upgrades to government-owned local distribution
companies in the province.


* Chapter 11 Filings Increase 34 Percent in 12 Months to March
--------------------------------------------------------------
The number of filings of Chapter 11 Business Bankruptcy -- after
decreasing substantially over the past few years -- are on the
rise.

For the 12-month period ending March 31, 2008, Chapter 11 filings
rose 34 percent, to 6,971 compared to the 5,199 Chapter 11 filings
in the same time period in 2007, according to statistics released
by the Administrative Office of the U.S. Courts.

"With the easing of credit over the past few years, we were able
to help clients successfully navigate business restructures
without filing for bankruptcy,"  said Myles Alderman, a nationally
recognized business bankruptcy lawyer and author of "Chapter 11
Business Reorganizations: For Business Leaders, Accountants &
Lawyers."
                                                   
"But it is now getting much harder for some clients to find new
credit and as a result more are looking at possible business
bankruptcies as an option," said Alderman, whose firm, Alderman &
Alderman, is now seeing a substantial increase in disputes over
contracts and joint ventures at a rate that the firm has not seen
since before the last spike in business bankruptcies.
                                                   
The states which were most affected by the housing recession --
the stars being California, Nevada and Florida -- are also the
ones with the largest increases in bankruptcy filings.  But they
are not alone.  "We expect to see a significant increase in
Chapter 11 filings in Connecticut, New York and Delaware,"
Alderman said.  "We are currently working with Winchester &
Associates, an outstanding legal recruiting firm, to help us
identify the talent we will need if the volume of business
restructurings continues to grow as we expect."
                                                   
Indeed, through May, there have been 288 filings at the U.S.
Bankruptcy Court for the Southern District of New York, up from 60
filed in the period last year.  The number of filings for the
first five months of this year has already surpassed the total of
231 filings for all of 2007.
                                                   
Nationwide, thanks to the housing, mortgage and credit crises, as
well as increases in food and fuel prices, bankruptcies are
multiplying.  "At current trends, we project that new bankruptcies
will exceed the milestone of one million cases this year," said
Samuel J. Gerdano, executive director of the American Bankruptcy
Institute.  "This would be the first year reaching a million
filings since Congress restricted access to bankruptcy in 2005."
                                                   
According to the ABI, as total filings reached 245,695 during the
first calendar year quarter of 2008 (Jan. 1-March 31), the total
surpassed the 193,641 new cases that were filed over the same
period in 2007.  The total filings in the 2008 first quarter also
represent an 8.5 percent increase from the 226,413 bankruptcies
filed during the fourth quarter of 2007 (Oct. 1 - Dec. 31).

The first quarter 2008 filing total represents a 110 percent
increase from the 116,771 total filings recorded during the first
calendar quarter of 2006, the first full quarter following the
implementation of the Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005.


* Auto Suppliers Feel the Heat of Automotive Industry Meltdown
--------------------------------------------------------------
North American auto suppliers are in a haste to adjust to deeper
production cuts made by U.S. car manufacturers for light trucks
and sport-utility vehicles, avoiding low profit, more layoffs, or
even bankruptcy, Jeff Bennett of the Wall Street Journal reports.  
The outlook for U.S. vehicle demand fell amid increased fuel costs
-- at $4 per gallon, driving U.S. consumers away from pickup
trucks and SUVs and toward more fuel efficient vehicles, Mr.
Bennett adds.

As reported by the Troubled Company Reporter on June 23, 2008,
Ford Motor Company made its second reduction in two months to its
North American truck production while adding more small cars,
crossovers and fuel-efficient powertrains as the company responds
to the continued deterioration in the U.S. business environment.  
Ford is adjusting the public introduction timing of the new 2009
Ford F-150 by approximately two months due to the industry-wide
slowdown in the U.S. truck market and the need to sell down dealer
inventory of the current truck model.  The new F-150 now will go
on sale in late fall.

General Motors Corp. plans to decrease production of pickup trucks
and SUVs by 170,000 units but increase output of cars, crossovers
and vans by 47,000 units during the second half of the year,
aacording to WSJ.  In May, GM's U.S. sales of trucks and SUVs were
37% below those of May 2007, the biggest decline in the segment
among the major auto makers.

Chrysler LLC has reduced U.S. fleet sales and U.S dealer inventory  
due to the market slowdown.  The automaker has also enacted a 5%
cost reduction on certain non-production materials and services as
a part of ongoing efforts to reduce its cost footprint in a highly
competitive marketplace.

GM car parts supplier Lear Corp. met to this move by cutting its
2008 sales estimate by $200 million, while Canada's Magna
International Inc. announced displacement of 400 workers beginning
Sept. 8, 2008.

Last month, the TCR reported that American Axle & Manufacturing
Holdings Inc. had started long-term strategic goals of expanding
and diversifying AAM's product portfolio, customer base, served
markets and global manufacturing footprint in balance with the
needs of its customers amid record high fuel prices, rapidly
shifting consumer preferences and fast growth in the emerging
markets.

WSJ relates that North American suppliers who are limited
geographically, restricted to SUVs or light trucks, or undergoing
a turnaround are defenseless against the automotive industry
meltdown, high-yield analyst Shelly Lombard suggests.

Auto supplier Visteon Corp. is one of the companies undergoing
restructuring.  As reported in the TCR last month, Visteon
addressed a number of facilities as part of its restructuring
initiatives during the first quarter.  Visteon sold its non-core
North American-based aftermarket underhood and remanufacturing
operations which included two facilities in Mexico and one in
Tennessee.  The businesses generated approximately $130 million of
sales in 2007 and had a negative gross margin of approximately $16
million.

In February 2008, Visteon closed its interiors facility in
Bellignat, France, resulting in the separation of approximately
300 employees.  A majority of the production at this facility was
consolidated into other manufacturing facilities.  Additionally,
Visteon remains on track to exit its Bedford, Indiana, and
Concordia, Missouri, facilities later this year.

Visteon Corporation's balance sheet at March 31, 2008, showed
total assets of $7.2 billion and total liabilities of $7.3 billion
resulting in a total shareholders' deficit of about $136 million.

Mr. Bennett observes that smaller private suppliers like plastic
molders and stamping firms will be affected, and some will,
probably, file for bankruptcy.  Dura Automotive Inc., which is in
bankruptcy, will also be hurt.

However, Johnson Controls Inc., which sells electronics and
batteries, BorgWarner Inc, which produces turbochargers that
increases fuel efficiency, and Robert Bosch LLC, which provides
gasoline sustems and other auto electronics, will all emerge
victors despite production challenges, WSJ, citing auto-supplier
analysts, reports.


* Kirkpatrick & Lockhart Merges with Kennedy Covington
------------------------------------------------------
Partners from the law firms of Kirkpatrick & Lockhart Preston
Gates Ellis LLP and Kennedy Covington Lobdell & Hickman LLP voted
to combine the two firms, effective July 1, 2008.  The combination
creates a firm of more than 1,700 lawyers in 28 offices located
throughout the United States, Europe and Asia, including the
largest Carolinas presence of any global law firm.  The firm will
maintain North Carolina offices in Charlotte, Raleigh and Research
Triangle Park.

"Our combined firm is now positioned to serve as the Carolinas'
legal bridge to the globalized economy of the 21st Century," said
K&L Gates Chairman and Global Managing Partner Peter J. Kalis and
Kennedy Covington Managing Partner Eugene C. Pridgen.

The combined firm, which will have the K&L Gates name, will have
offices in Anchorage, Austin, Beijing, Berlin, Boston, Charlotte,
Dallas, Fort Worth, Harrisburg, Hong Kong, London, Los Angeles,
Miami, Newark, New York, Orange County, Palo Alto, Paris,
Pittsburgh, Portland, Raleigh, Research Triangle Park, San
Francisco, Seattle, Shanghai, Spokane/Coeur d'Alene, Taipei and
Washington, D.C.

Among the strategic advantages resulting from the combination are:

          Unparalleled Carolinas Presence

With 175 lawyers in the Carolinas, K&L Gates will have the
region's largest presence among global law firms.  The combined
firm will offer clients unsurpassed legal capabilities in one of
the foremost business centers in the United States, including the
nation's second-largest financial center in Charlotte and the
dynamically growing Triangle area of North Carolina.  As home to
30 Fortune 1000 companies, entrepreneurs, growth companies, middle
market companies and several globally significant research
universities, the Carolinas are an integral part of the global
economy and are thus a destination for major investments by both
domestic and foreign business enterprises which need subtle and
reliable legal representation in the region.

            Global Reach for Carolinas Businesses

With one of the few credible three-continent platforms in the
legal profession, K&L Gates offers its clients access to global
financial and commercial centers and world capitals.  Through
offices and lawyers in cities that include New York, London,
Beijing, Shanghai, Hong Kong, Paris, Berlin, Los Angeles, Boston,
Dallas, San Francisco and Washington, D.C., among others, the
combination will enable the new firm to address the legal needs of
Carolinas clients both across the nation and around the world.

                   Superior Practices

Kennedy Covington's practice capabilities in such areas as real
estate, corporate, employee benefits, health care, litigation and
private equity will complement and strengthen K&L Gates' existing
capabilities in these and other practices.  At the same time, the
existing menu of practices at K&L Gates will allow the Carolinas
lawyers to offer truly comprehensive and seamless representation
to clients across the entire spectrum of legal disciplines.

                  About Kennedy Covington

Founded in 1957, Kennedy Covington Lobdell & Hickman LLP --
http://www.kennedycovington.com/-- is one of the largest law  
firms in the Carolinas.  Its more than 175 attorneys use their
diverse experience and knowledge to counsel clients in varied
industries such as banking and finance, real estate, technology,
health care, manufacturing and the services sector.

                         About K&L Gates

Kirkpatrick & Lockhart Preston Gates Ellis LLP --
http://www.klgates.com/-- comprises approximately 1,500 lawyers  
in 25 offices located in North America, Europe and Asia, and
represents capital markets participants, entrepreneurs, growth and
middle market companies, leading FORTUNE 100 and FTSE 100 global
corporations and public sector entities.


* Sidley Austin Names 11 Chicago Lawyers as Partners
----------------------------------------------------
Eleven lawyers in the Chicago office of Sidley Austin LLP are
among the 34 lawyers elevated to partnership in the firm.
Effective July 1, the firm will have 681 partners in offices in
the United States, Europe, Asia and Australia.

The new Chicago partners will be Bobbi O. Anderson, Insurance;
Mark Borrelli, Investment Funds, Advisers and Derivatives; Kara L.
McCall, Products Liability; Robert P. O'Keefe, Insurance; Patricia
M. Petrowski, Litigation; John T. Schaff, Tax; Elizabeth M.
Schubert, Investment Funds, Advisers and Derivatives; Amanda M.
Todd, Insurance; Dennis M. Twomey, Bankruptcy/Corporate
Reorganization; Scott R. Williams, Corporate; and Ami N. Wynne,
Labor, Employment and Immigration.
    
"Welcoming this new group of talented lawyers to our partnership
is a great privilege," Thomas A. Cole, chair of the firm's
executive committee, said.  "Each of these lawyers embodies our
firm ideals and our commitment to excellence, integrity, diversity
and collegiality."
    
"Our new partners are among the highest caliber lawyers in the
world," Charles W. Douglas, chair of the firm's management
committee, added.  "It is particularly rewarding to continue to
strengthen Sidley's much respected capacity to provide exceptional
legal services and client service in the U.S., Europe and Asia."
    
Ms. Anderson will be a partner in the Insurance practice.  She
represents insurance companies, investment banks and other
financial institutions in connection with mergers and
acquisitions, insurance securitizations, structured finance
solutions, alternative risk transfer transactions, the issuance of
insurance-linked securities and other financial transactions.
    
Ms. Anderson, an associate, received her J.D. from Vanderbilt
University Law School and her B.S., with distinction, from
Purdue University.
    
Mr. Borrelli will be a partner in the Investment Funds, Advisers
and Derivatives practice.  He represents clients, including
broker-dealers, investment advisors, commodity pool operators,
commodity trading advisors, and clearing agencies, on
transactional, compliance and enforcement matters relating to
securities and commodities, including organization and operation
of hedge funds and broker-dealers.

Mr. Borrelli previously clerked for the Honorable George M.
Marovich of the U.S. District Court, N.D. of Illinois and served
as an assistant regional director in the Midwest Regional Office
of the United States Securities and Exchange Commission.
    
Mr. Borrelli, a counsel, received his J.D., summa cum laude, Order
of the Coif, from University of Illinois College of Law, where he
was a Harno Fellow and on the Dean's List.  He received his B.S.,
with highest honors, from University of Illinois, Bronze Tablet,
Beta Gamma Sigma, Phi Kappa Phi.
   
Ms. McCall will be a partner in the Products Liability practice.
She has worked on complex litigation matters involving claims for
wrongful death, personal injury, emotional distress, property
damage and subrogation arising out of catastrophic fires and
explosions, well as the defense of pharmaceutical manufacturing
companies in class actions and multi-district proceedings.

She has also handled several consumer fraud class actions,
including class actions in arbitration proceedings.  Prior to
joining the firm, Ms. McCall clerked for Judge Diane P. Wood of
the U.S. Court of Appeals, 7th Circuit.
    
Ms. McCall, an associate, received her J.D., Order of the Coif,
from The University of Chicago Law School. She received her B.A.
from Butler University.

Mr. O'Keefe, 33, will be a partner in the Insurance practice.  He
represents insurance companies and other financial institutions,
including hedge funds, investment banks, commercial banks and
financial advisors, in connection with various types of corporate
and regulatory matters relating to the insurance industry.

Mr. O'Keefe's areas of focus include the structuring and
regulation of alternative risk transfer mechanisms targeted to
both the property and casualty industry and the life insurance
industry and the structuring and regulation of complex reinsurance
arrangements.
    
Mr. O'Keefe, an associate, received his J.D., with honors, from
The University of Chicago Law School and his B.A., with honors,
from the University of Notre Dame.

Ms. Petrowski will be a partner in the Litigation practice.  She
has worked on a diverse range of complex civil litigation matters
in both state and federal courts, well as a wide variety of
arbitrations and other alternative dispute resolution proceedings.

Ms. Petrowski has tried five cases and has also represented
several parties in appellate matters.  Her areas of practice
include False Claims Act litigation, reinsurance disputes, trust
and estate litigation, and white-collar defense and internal
corporate investigations.
    
Ms. Petrowski, an associate, received her J.D. from The University
of Michigan Law School and her B.S., with high honors, Phi Beta
Kappa, from Michigan State University.

Mr. Schaff will be a partner in the Tax practice.  He represents
domestic and foreign entities involved in a variety of
transactions, including mergers and acquisitions, partnerships and
joint ventures, spin-offs and other divisive transactions,
securitizations and securities offerings.

He also has experience advising clients in connection with
contested federal tax matters, matters involving federal income
tax credits, deferred compensation arrangements and state and
local tax matters.
    
Mr. Schaff, an associate, received his J.D., cum laude, from
Harvard Law School and his B.S. from University of Minnesota-Twin
Cities.

Ms. Schubert, 41, will be a partner in the Investment Funds,
Advisers and Derivatives practice.  She provides advice to hedge
funds and other end users of derivative products.  Ms. Schubert's
experience includes over the counter derivatives contracts like
ISDA Master Agreements and Master Repurchase Agreements and also
spans to other arrangements, including prime brokerage and futures
agreements.
    
Ms. Schubert, an associate, received her J.D., with honors, from
The George Washington University Law School, her M.P. from
University of Virginia and her A.B. from Bryn Mawr College.

Ms. Todd will be a partner in the Insurance practice.  She
provides counsel to various institutions, including insurance
companies, investment banks and registered and unregistered
investment vehicles and advises both SEC registered and non
registered corporations with respect to their disclosure
obligations under applicable securities laws.
    
Ms. Todd, an associate, received her J.D., cum laude, from Loyola
University Chicago School of Law and her B.A. from University of
Michigan.

Mr. Twomey will be a partner in the Bankruptcy/Corporate
Reorganization practice.  His practice encompasses all areas of
corporate reorganization and bankruptcy matters, focusing
on the representation of various parties in complex Chapter 11
cases.
    
Mr. Twomey, an associate, received his J.D., with honors, from The
University of Chicago Law School and his B.S., with highest
honors, from University of Illinois.

Mr. Williams will be a partner in the Corporate practice.  He
represents both buyers and sellers in public and private
acquisitions, issuers and underwriters in public and private
offerings and debtors and creditors in reorganizations both in and
out of bankruptcy.

Prior to joining the firm, Mr. Williams clerked for the Honorable
Cornelia Kennedy of the United States Court of Appeals for the
Sixth Circuit.
    
Mr. Williams, an associate, received his J.D., magna cum laude,
from Notre Dame Law School, where he served as articles editor
for the Notre Dame Law Review, and his B.S.S. from Cornell
College.
    
Ms. Wynne, 32, will be a partner in the Labor, Employment and
Immigration practice.  She litigates various employment
discrimination, restrictive covenant, breach of fiduciary duty and
other employment-related cases in state and federal courts and
handles employment and labor matters in arbitrations and before
various administrative agencies.

She also counsels employers of all sizes with respect to various
employment-related agreements and policies, issues surrounding
reductions in force and facility closings, termination and other
personnel decisions, and numerous other employment-related
matters.
    
Ms. Wynne, an associate, received her J.D. from Harvard Law School
and her B.A., cum laude, from Harvard University.
    
Sidley also named these lawyers to partnership in its other
offices:

   -- Beijing - Chen Yang;
   -- Brussels - Ken Daly and Kristina Nordlander;
   -- Frankfurt - Werner Geibelmeier;
   -- Geneva - Nicolas J.S. Lockhart;
   -- Hong Kong - Jason T. Kuo and Scott Dennis Peterman;
   -- London - David Howe;
   -- Los Angeles - Joshua E. Anderson, Stephen D. Blevit, Alycia
                    A. Degen and Mitchell Poole;
   -- New York - Jonathan P. Brose, Nicholas H. De Baun, Bindu
                 Donovan, Stuart S. Koonce, Todd L. Krause,
                 Michael Madigan and Xiaowen Qiu;
   -- San Francisco - Theodore W. Chandler;
   -- Sydney - Bruce Dailey;
   -- Washington, D.C. - Karl F. Kaufmann and Robert D. Keeling.
    
Sidley's Chicago office, with more than 500 lawyers, traces its
origins back to 1866.  Chicago office lawyers work on a broad
range of litigation, transactional and regulatory matters. Lawyers
in the litigation practice have trial and appellate experience in
virtually all areas of litigation, including antitrust,
bankruptcy, class action litigation, white collar, criminal,
corporate takeovers, directors' and officers' liability,
employment, environmental, government contracts, immigration,
insurance coverage, intellectual property, lender liability,
products liability, real estate, regulated industries, securities
litigation and tax.  The office's corporate lawyers advise clients
on corporate and related areas, including mergers and
acquisitions, banking and commercial finance, corporate
governance, corporate finance, investment funds, hedge funds,
private equity funds and other pooled investment entities,
insurance, securities regulatory and enforcement, broker dealer
regulation, bankruptcy and restructuring, commodities, real estate
and REITs, intellectual property, project finance and tax.
Highlights of the regulatory practice include representation of
insurance companies, life sciences companies, utilities, telecoms
and banking and financial institutions.

                       About Sidley Austin LLP

Headqurtered in New York City and Chicago, Illinois, Sidley Austin
LLP -- http://www.sidley.com/-- is a full-service law firm, with  
more than 1800 lawyers practicing in 16 U.S. and international
cities, including Beijing, Brussels, Frankfurt, Geneva, Hong Kong,
London, Shanghai, Singapore, Sydney and Tokyo.  


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Tutarus Corp
   Bankr. N.D. Ala. Case No. 08-81819
      Chapter 11 Petition filed June 18, 2008
         See http://bankrupt.com/misc/alnb08-81819.pdf

In Re Matthew Mingrone
   Bankr. N.D. Calif. Case No. 08-53221
      Chapter 11 Petition filed June 18, 2008
         See http://bankrupt.com/misc/canb08-53221.pdf

In Re Dale Anthony Revels
   Bankr. M.D. Fla. Case No. 08-08887
      Chapter 11 Petition filed June 18, 2008
         See http://bankrupt.com/misc/flmb08-08887.pdf

In Re Louisiana Cabinet Doors, Inc.
   Bankr. W.D. La. Case No. 08-20404
      Chapter 11 Petition filed June 18, 2008
         See http://bankrupt.com/misc/lawb08-20404.pdf

In Re Louisiana Cabinet Doors, Inc.
Bank. W.D. La. Case No. 08-20404
      Chapter 11 Petition filed June 18, 2008
         See http://bankrupt.com/misc/lawb08-20404.pdf

In Re Carlton Bertram Craighead
      dba Security West Investment Group
   Bankr. N.D. Calif. Case No. 08-53202
      Chapter 11 Petition filed June 18, 2008
         Filed as Pro Se

In Re Kim L. (Harper) Scarmozzino
      aka Kim L. Harper
      aka AZ Cars & Trucks.com
      aka Scarmozzino AZ Cars & Trucks.com
   Bankr. D. Ariz. Case No. 08-07256
      Chapter 11 Petition filed June 18, 2008
         Filed as Pro Se

In Re Steven R. Sedlmayr
   Bankr. D. Ariz. Case No. 08-07258
      Chapter 11 Petition filed June 18, 2008
         Filed as Pro Se

In Re Spoerl Trucking, Inc.
   Bankr. W.D. Wis. Case No. 08-13119
      Chapter 11 Petition filed June 18, 2008
         See http://bankrupt.com/misc/wiwb08-13119.pdf

In Re Chillin Pepperz Investments, Inc.
      dba Break 50 Paintball
   Bankr. M.D. Fla. Case No. 08-08977
      Chapter 11 Petition filed June 19, 2008
         See http://bankrupt.com/misc/flmb08-08977.pdf

In Re The Dennis Group, Inc.
   Bankr. N.D. Ga. Case No. 08-11697
      Chapter 11 Petition filed June 19, 2008
         See http://bankrupt.com/misc/ganb08-11697.pdf

In Re Frontage Road Subway, LLC
   Bankr. N.D. Ga. Case No. 08-11698
      Chapter 11 Petition filed June 19, 2008
         See http://bankrupt.com/misc/ganb08-11698.pdf

In Re Southpoint Subway, LLC
   Bankr. N.D. Ga. Case No. 08-11699
      Chapter 11 Petition filed June 19, 2008
         See http://bankrupt.com/misc/ganb08-11699.pdf

In Re Old Dixie Subway, LLC
   Bankr. N.D. Ga. Case No. 08-11700
      Chapter 11 Petition filed June 19, 2008
         See http://bankrupt.com/misc/ganb08-11700.pdf

In Re Jean R. Morancy
   Bankr. D. Md. Case No. 08-18113
      Chapter 11 Petition filed June 19, 2008
         See http://bankrupt.com/misc/mdb08-18113.pdf

In Re Katherine Marie Sander
   Bankr. N.D. Ohio Case No. 08-62065
      Chapter 11 Petition filed June 19, 2008
         See http://bankrupt.com/misc/ohnb08-62065.pdf

In Re Tewksbury Technical Coatings, Inc.
   Bankr. E.D. Calif. Case No. 08-28191
      Chapter 11 Petition filed June 19, 2008
         Filed as Pro Se

In Re Terry Coffman II, LLC (Series 64)
   Bankr. D. Md. Case No. 08-18094
      Chapter 11 Petition filed June 19, 2008
         Filed as Pro Se

In Re Larry Curry's Frame & Collision, Inc.
   Bankr. N.D. Ga. Case No. 08-11692
      Chapter 11 Petition filed June 19, 2008
         Filed as Pro Se

In Re Pacific Northern Corp.
   Bankr. N.D. Calif. Case No. 08-53241
      Chapter 11 Petition filed June 19, 2008
         Filed as Pro Se

In Re Shirley Venoya Remmert
   Bankr. N.D. Calif. Case No. 08-31074
      Chapter 11 Petition filed June 19, 2008
         Filed as Pro Se

In Re Laredo Urgent Care, PA
   Bankr. S.D. Texas Case No. 08-50180
      Chapter 11 Petition filed June 19, 2008
         See http://bankrupt.com/misc/txsb08-50180.pdf

In Re Tim Lavon Lightsey
      fdba Lightsey Construction
      fdba Mountainboro Flooring
      fdba Lightsey Insulation
   Bankr. N.D. Ala. Case No. 08-41264
      Chapter 11 Petition filed June 20, 2008
         See http://bankrupt.com/misc/alnb08-41264.pdf

In Re Karakosta Investments, Inc.
      dba Big Al's Sports Grill
   Bankr. M.D. Fla. Case No. 08-09024
      Chapter 11 Petition filed June 20, 2008
         See http://bankrupt.com/misc/flmb08-09024.pdf

In Re Big Al's-Naples, LLC
      dba Big Al's Sports Grill
   Bankr. M.D. Fla. Case No. 08-09025
      Chapter 11 Petition filed June 20, 2008
         See http://bankrupt.com/misc/flmb08-09025.pdf

In Re Big Al's-Sarasota, Inc.
      dba Big Al's City Grill
   Bankr. M.D. Fla. Case No. 08-09027
      Chapter 11 Petition filed June 20, 2008
         See http://bankrupt.com/misc/flmb08-09027.pdf

In Re Vision Electric Co., LLC
   Bankr. D. Md. Case No. 08-18136
      Chapter 11 Petition filed June 20, 2008
         See http://bankrupt.com/misc/mdb08-18136.pdf

In Re Genesis Restaurant Group, Inc.
   Bankr. D. N.J. Case No. 08-21532
      Chapter 11 Petition filed June 20, 2008
         See http://bankrupt.com/misc/njb08-21532.pdf

In Re Megas, Inc.
      dba Alexanders Family Restaurant
   Bankr. W.D. N.Y. Case No. 08-12706
      Chapter 11 Petition filed June 20, 2008
         See http://bankrupt.com/misc/nywb08-12706.pdf

In Re El Centro Executive Suites, LLC, Executive Inn
      aka Executive Hotel
      aka Smith Capital
   Bankr. S.D. Calif. Case No. 08-05547
      Chapter 11 Petition filed June 20, 2008
         Filed as Pro Se

In Re 9492 PROPERTIES, LLC
   Bankr. M.D. Tenn. Case No. 08-05260
      Chapter 11 Petition filed June 22, 2008
         See http://bankrupt.com/misc/tnmb08-05260.pdf

In Re Thomas Seemeyer
   Bankr. D. Ariz. Case No. 08-07536
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/azb08-07536.pdf

In Re Richard P. Wagner
   Bankr. C.D. Calif. Case No. 08-13548
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/cacb08-13548.pdf

In Re Phillip J. Costas
   Bankr. D. Conn. Case No. 08-50546
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/ctb08-50546.pdf

In Re River Oaks Holdings, Inc.
   Bankr. D. Del. Case No. 08-11264
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/deb08-11264.pdf

In Re Brittlan Contractors, Inc.
   Bankr. M.D. Fla. Case No. 08-09163
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/flmb08-09163.pdf

In Re Rex Service Co., Inc.
   Bankr. N.D. Ill. Case No. 08-16106
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/ilnb08-16106.pdf

In Re Boston Financial Corp.
   Bankr. D. Mass. Case No. 08-14571
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/mab08-14571.pdf

In Re Kimberlee A. Machado
      aka Kimberlee A. Canducci
   Bankr. D. Mass. Case No. 08-14577
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/mab08-14577.pdf

In Re Troy R. Olson
      dba Troy's Repair
   Bankr. D. N.D. Case No. 08-30637
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/ndb08-30637.pdf

In Re Carnival Real Estate, LLC
   Bankr. E.D. N.Y. Case No. 08-73263
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/nyeb08-73263.pdf

In Re T.N.C.I., Inc.
      aka TNC, Inc.
   Bankr. S.D. Ohio Case No. 08-55968
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/ohsb08-55968.pdf

In Re Arenas Wave, Inc.
   Bankr. W.D. Penn. Case No. 08-11200
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/pawb08-11200.pdf

In Re GBM Holdings, LLC
   Bankr. N.D. Calif. Case No. 08-53282
      Chapter 11 Petition filed June 23, 2008
         Filed as Pro Se

In Re Ferguson Development Group, LLC
   Bankr. E.D. Va. Case No. 08-32873
      Chapter 11 Petition filed June 23, 2008
         Filed as Pro Se

In Re Inn-Star International
   Bankr. W.D. Tenn. Case No. 08-26118
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/tnwb08-26118.pdf

In Re Flexkote Industries, Inc.
   Bankr. E.D. Texas Case No. 08-41566
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/txeb08-41566.pdf

In Re Aerofabrication, LLC
   Bankr. N.D. Texas Case No. 08-32982
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/txnb08-32982.pdf

In Re Clement Ade Agboola
   Bankr. E.D. Va. Case No. 08-72077
      Chapter 11 Petition filed June 23, 2008
         See http://bankrupt.com/misc/vaeb08-72077.pdf

In Re Denise G. Hempel
      aka Denise Hempel Darr
   Bankr. M.D. Fla. Case No. 08-09208
      Chapter 11 Petition filed June 24, 2008
         See http://bankrupt.com/misc/flmb08-09208.pdf

In Re Bell's Produce, Inc.
   Bankr. E.D. Mich. Case No. 08-32589
      Chapter 11 Petition filed June 24, 2008
         See http://bankrupt.com/misc/mieb08-32589.pdf

In Re Prince Charles Eweka
      aka Prince Charles Omorodian-Eweka
   Bankr. D. Mass. Case No. 08-14600
      Chapter 11 Petition filed June 24, 2008
         Filed as Pro Se

In Re Sanford Lamar Bailey
   Bankr. S.D. Miss. Case No. 08-01854
      Chapter 11 Petition filed June 24, 2008
         Filed as Pro Se
                             *********

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 ***