TCR_Public/080627.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 27, 2008, Vol. 12, No. 152           

                             Headlines

ADAM PORT: Case Summary & Eight Largest Unsecured Creditors
AIRBORNE HEALTH: Loan Amendment Delay Cues CCC Rating from S&P
ALLIANCE ONE: Moody's Affirms B2 Probability of Default Rating
ALOHA AIRLINES: Yucaipa Buys Interest in Suit for $10 Million
ALPHA INNOTECH: March 31 Balance Sheet Upside-Down by $1,115,984

AMERICAN HOME: BofA Says Plan Filing Extension May Not be Needed
AMERICAN HOME: Court Okays Fund Transfer to Employee Bonus Account
AMERICAN HOME: Microsoft Asserts $1.42 Million Cure Amount
AMERICAN HOME: Asks Court to Expunge $6.78MM Shareholder Claims
AMERICAN LAFRANCE: Settles Cummins Entities' Preference Claims

AMERICAN MEDIA: 2009 Debt Obligations Cue S&P's Negative Watch
AMERICAN MEDICAL: March 31 Balance Sheet Upside-Down by $461,163
ANTHRACITE 2004-HY1: S&P Junks Rating on Class F Certificates
APPLICA PET: S&P Assigns 'B+' Corporate Credit Rating
ASCALADE COMM: Plan of Compromise or Arrangement Obtains Court OK

BEAR STEARNS: Moody's Junks Ratings of 28 of 52 Tranches
BFC AJAX: Moody's to Review Rating of $275MM Notes for Likely Cut
BIOJECT MEDICAL: Posts $653,015 Net Loss in 2008 First Quarter
BLINK LOGIC: March 31 Balance Sheet Upside-Down by $5,346,725
BOSTON GLOBE: Management Seeks Wage Cuts from Labor Unions

BOSTON HERALD: To Cut Jobs and Outsource Printing Operations
BOSTON HILL: Involuntary Chapter 11 Case Summary
BP METALS: S&P Withdraws Ratings At Company's Request
CAELUS RE: S&P Rates $250M Series 2008-1 Class A Notes 'BB+'
CALIFORNIA CONDOMINIUMS: Involuntary Chapter 11 Case Summary

CANWEST MEDIA: Moody's Rates Affiliate's C$312MM Unsec. Notes B2
CAPITAL ONE: Fitch Assigns Low-B Ratings on Seven Note Trusts
CARE LEVEL: Agrees to Merge Health Care Operations with Inspiris
CASH SYSTEMS: Sells Assets to Global Cash for $33 Million
CHASE FLEX: Fitch Junks Ratings on Seven Subordinate Bonds

CHENIERE ENERGY: Board Approves Compensation of Directors
CHRYSLER LLC: Denies Rumors of Possible Bankruptcy Filing
CHRYSLER LLC: Steep Sales Decline Cues Fitch to Cut Rating to B-
CITIGROUP MORTGAGE TRUST: Moody's Junks Ratings of Five Tranches
CITIZEN SMITH: Involuntary Chapter 11 Case Summary

COMM 2004-RS1: S&P Chips Rating to BB+ on Class G Certificates
COMMODORE CDO: Moody's Junks Two 2038 Floating Rate Notes
COMPUCOM SYSTEMS: Getronics Buyout Does Not Affect S&P's Rating
CORINTHIAN CUSTOM: Lands Under Foreclosure
COUNTRYWIDE FINANCIAL: BofA to Reduce 7,500 Jobs as Part of Merger

CWABS TRUST: Moody's Junks Ratings of 15 Tranches Issued
DAVID VOLKMAN: Case Summary & 20 Largest Unsecured Creditors
DEATH ROW: Court OKs $24MM Sale of Music Assets to Global Music
DELAWARE TIERS: Moody's Cuts Rating of $16.65MM Certs to B1
DELPHI CORP: Committees Can Intervene in Appaloosa $2.55BB Lawsuit

DELTA FINANCIAL: Wants Plan Filing Period Extended to July 25
DUNMORE HOMES: Court Disallows $320,648 in Claims
EASTMAN KODAK: S&P's Rtng Unmoved by $1BB Stock Repurchase Program
EAT AT JOE'S: March 31 Balance Sheet Upside-Down by $3,111,267
EL PASO CHILE: Case Summary & 40 Largest Unsecured Creditors

ENERLUME ENERGY: March 31 Balance Sheet Upside-Down by $4,424,443
EQUITY ONE: Moody's Gives Low B-Grade Underlying Ratings
ESMARK INC: Accepts OAO Severstal's $775 Million Takeover Proposal
EXPRESS LLC: Moody's Hikes Rating of Secured Term Loan to B1
EXPRESS LLC: S&P Lifts Rating to B from B- on Improved Performance

FERRELLGAS: Moody's Assigns Ba3 Rating to Planned $250MM Notes
FEDERAL-MOGUL: Court Denies Injunction Demand of Asbestos PI Trust
FERRELLGAS LP: S&P Assigns 'B+' Rating to $250MM Unsecured Notes
FIRST FRANKLIN: S&P Issues C & D Ratings to 17 Classes of Certs.
FIRST MARBLEHEAD: Says Goldman Sachs' Cash Investment is Delayed

FOOD BAZAAR: Voluntary Chapter 11 Case Summary
FORD MOTOR: Fitch to Review Ratings Over Next Six Weeks
FORT DENISON: Moody's Junks Rating of $225MM Floating Rate Notes
GENERAL MOTORS: Investors See 75% Chance of Default in 5 Years
GENERAL MOTORS: Fitch Trims ID Rating to B-; Puts Negative Watch

GOODYEAR TIRE: To Invest $2BB in Plants' Expansion and Improvement
GO WEST: U.S. Trustee Wants Chapter 11 Case Dismissed
GPS INDUSTRIES: Names David Chessler as Chief Executive
GPS INDUSTRIES: Issues $5.5MM Note to Tulip Under Recap Plan
GRAFTECH INT'L: S&P Lifts Rating to BB; Changes Outlook to Pos.

GREEKTOWN CASINO: MGCB OKs Continuation of Reorganization Efforts
GREEKTOWN CASINO: To Lay Off 89 Employees to Save $7.8MM in Costs
GREEKTOWN CASINO: Gaming Board, et al., Oppose DIP Loan Approval
GREEKTOWN CASINO: Court Gives Final Approval on $150MM DIP Loan
GROUP 1 AUTOMOTIVE: Moody's Cuts Corporate Family Rating to Ba3

GSRPM MORTGAGE: Moody's Cuts Ratings of 10 Tranches to Junk Level
HIGHGATE LTC: July 9 Sale Hearing for Four Nursing Homes
HILEX POLY: Prepackaged Chapter 11 Plan Confirmed
HOLOGIC INC: Offer to Buy Third Wave Stake Obtains FTC's Go Signal
IDENTIPHI INC: Posts $1,290,000 Net Loss in 2008 First Quarter

INDYMAC BANCORP: Should Be Monitored, Senator Asks Regulators
IVANHOE ENERGY: To Increase Private Placement to C$88 Million
JOEY STEINFELDT: Case Summary & 20 Largest Unsecured Creditors
JPMORGAN-CIBC: S&P Trims Ratings and Removes Negative CreditWatch
JSG DEVELOPMENT: Lender Fifth Third to Sell Collateral on June 30

JULIO ROMERO: Case Summary & 11 Largest Unsecured Creditors
KIMBALL HILL: Panel Gets Court Nod to Hire Akin Gump as Co-Counsel
KIMBALL HILL: Committee Can Employ Shaw Gussis as Co-counsel
KIMBALL HILL: Committee Hires FTI Consulting as Financial Advisors
KIMBALL HILL: Court Establishes Procedures for Claims Settlement

KIMBALL HILL: Court Establishes Contract Rejection Procedures
KREE TECHNOLOGIES: Financial Troubles Prompt Bankruptcy Filing
LANDSOURCE COMMUNITIES: Wants to Hire Bilzin as Special Counsel
LPL HOLDINGS: Moody's Places CF Rating on Review for Possible Hike
MAGNOLIA FINANCE: Moody's Cuts Series 2005-2 Notes' Rating to Ba2

MANCHESTER INC: Court Confirms Third Amended Chapter 11 Plan
MARSHALL HOLDINGS: To Pay CAMOFI $1MM to Resolve Claims & Disputes
MASSACHUSETTS HEALTH: S&P Cuts $84.5MM Bond Rating to BB- from BB+
MERIDIAN INVESTMENT: Case Summary & 23 Largest Unsecured Creditors
MERIDIAN ON BAINBRIDGE: Mastro Can Foreclose Assets, Says Court

MESA AIR: Gets Nasdaq Noncompliance Notice on Bid Price Protocol
M FABRIKANT: Royal Asscher Distances Self Following Court Ruling
MILESTONE SCIENTIFIC: Posts $615,885 Net Loss in 2008 1st Quarter
MORGAN STANLEY: Fitch Affirms 'B-' Rating on $15.9MM Cl. L Certs.
MSC - MEDICAL: S&P to Withdraw Ratings After $248MM Pharmacy Sale

NAVISTAR INT'L: Board Promotes Terry Endsley to EVP and CFO
NELLSON NUTRACEUTICAL: Offers 48.6% Recovery for Senior Lenders
NETWURX INC: Case Summary & 60 Largest Unsecured Creditors
NEWPAGE CORP: Taking Additional Downtime, Closing Paper Machines
NEW YORK TIMES: Boston Globe Unit Seeks Wage Cuts from Unions

MIDWEST AIR: Plans to Restructure in 30 Days to Avoid Bankruptcy
OLUWADARE AKINWALE: Case Summary & 14 Largest Unsecured Creditors
PLASTECH ENGINEERED: Wants to Sell Misc. Carpet Assets to BBI
PLASTECH ENGINEERED: Wants Protocol Set for Tooling Sales
PLASTECH ENGINEERED: Wants Ink-Logix Settlement Approved

PRECISION OPTICS: Posts $129,160 Net Loss in Qtr. Ended March 31
PROSPECT MEDICAL: S&P Removes 'B-' Credit Rating from Neg. Watch
PSEG ENERGY: Moody's Changes Outlook to Stable, Affirms Ba3 CFR
RADIAN GROUP: Moody's Cuts Sr. Debt Rating to Ba1; Outlook is Neg.
RANDALL MARTIN: Case Summary & 20 Largest Unsecured Creditors

RESIDENTIAL ACCREDIT: Moody's Cuts Ratings of 206 Tranches
RHODE ISLAND HEALTH: Fitch Lowers $18.6MM Bonds Rating to BB
RHODE ISLAND HEALTH: S&P Cuts $19.6MM Bond Rating to BB from BB+
ROOM SOURCE: Voluntary Chapter 11 Case Summary
SALONE HOLDINGS: Baseball Clubs Sue Operator to Recoup $100,000

SAN JUAN: Moody's Affirms CF Rating at B3, Outlook Stable
SASCO 2007-BHC1: S&P Trims Ratings on 11 Classes of Certificates
SEQUOIA COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
SEQUOIA COMMUNITY: Sec. 341 Creditors Meeting Slated for July 31
SHARPER IMAGE: Receives Go-Signal to Implement Severance Program

SHARPER IMAGE: Court Terminates Order on Equity Trade Restriction
SHARPER IMAGE: Stinson Morrison Discloses Representation of Garmin
SHARPER IMAGE: Vice-Presidents Gary Chant, Drew Reich Resign
SIMTROL INC: Amends 2002 Equity Incentive Plan to Increase Shares
SIRVA INC: Withdraws Bid to Extend Removal Period After Plan Okay

SIX FLAGS: Inks Indenture for Unit to Issue $400MM Senior Notes
SOUTHERN PACIFIC: Moody's Junks Underlying Ratings on Two Notes
SUNCREST LLC: Zions Bank Wins Auction with $25.3 Mil. Credit Bid
TAHERA DIAMOND: Court Extends CCAA Protection Until September 30
TARRAGON CORP: Board Engages Travis Wolff as Accounting Firm

TEEVEE TOONS: Court Approves $5 Million Sale to The Orchard
TEEVEE TOONS: Sale of Music Publishing Unit to Bernard Hits Snag
THORNBURG MORTGAGE: Moody's Keeps Junk Ratings on Sr. Debt, Stock
TYSON FOODS: To Sell Alberta Beef Business to XL Foods for C$107MM
USAM INC: Case Summary & 45 Largest Unsecured Creditors

VELOCITY EXPRESS: Has Until December 16 to Cure Min. Bid Violation
VERASUN ENERGY: Facility Start-Up Delay Cues S&P's Negative Watch
VERSO TECHNOLOGIES: DietBrown Denies Liability on Entrata Claim
VERSO TECHNOLOGIES: U.S. Trustee Forms Five-Member Committee
VERSO TECHNOLOGIES: Panel May Engage Arnall Golden as Co-Counsel

VERSO TECHNOLOGIES: Panel May Engage Olshan Grundman as Co-Counsel
VU1 CORPORATION: Posts $2,094,975 Net Loss in 2008 First Quarter
WADSWORTH CDO: Moody's Junks Rating of $72.5MM Floating Rate Notes
WELLMAN INC: Amends Credit Agreement to Pursue Chapter 11 Plan

WELLMAN INC: Court Extends Exclusivity Deadline Until July 31
WELLMAN INC: Court Establishes July 29 as Claims Bar Date
WEST MICHIGAN: Case Summary & 20 Largest Unsecured Creditors
WESTMORELAND COAL: Inks New Labor Pact with Montana Mine Workers

* S&P Cuts Ratngs on 77 Classes from 19 Synthetic CDO Deals
* S&P Says Rating Changes in High-Tech Sector Remains Positive
* SEC Chair Proposes Reduced Reliance on Credit Ratings

* Experts Say Corporate Debt Default Rates Rises Above 10% in 2009
* Oil-Price Woes in Airline Industry to Impact U.S. Economy
* Troutman Sanders To Combine with Ross Dixon by January 2009

* Bankruptcy Bar Names Greenberg's Paul Keenan Jr. as President
* Huron Consulting Adds Robert Pawlak and Peter Salt as Directors
* Resilience Capital Adds Michael Lundin as Operating Partner

* BOOK REVIEW: Learning Leadership

                             *********

ADAM PORT: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Adam Charles Port
        31062 Paseo Rachero
        San Juna Capistrano, CA 92675

Bankruptcy Case No.: 08-13473

Chapter 11 Petition Date: June 20, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Robert J. Curtis, Esq.
                  Curtis Law Group
                  19700 Fairchild Rd Ste 380
                  Irvine, CA 92612
                  Tel: (949) 955-2211
                  Fax: (949) 955-2217
                  rcurtis@curtislawgroup.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ryan Biyajian                    Business Trade        $135,000
6 Liberty Suite 100
Aliso Viejo, CA 92656

Bob Heimstra                     Business Debt          $90,000
15375 Barranaca
Parkway Suite A101
Irvine, CA 92618

Mike Gartland                    Business Debt          $55,000
2 Hidden Crest Way
Laguna Niguel, CA 92677

John Link                        Business Debt          $55,000

Loyd Wright                      Business Debt          $45,000

Bank of America                  Trade Debt             $29,500

Wells Fargo Auto                                        $15,500

HSBC                             Trade Debt              $7,000


AIRBORNE HEALTH: Loan Amendment Delay Cues CCC Rating from S&P
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Bonita
Springs, Florida-based Airborne Health Inc., including its
corporate credit rating, to 'CCC' from 'CCC+'.  The outlook is
negative.  As of April 30, 2008, the company had about
$153 million (excluding $62.5 million preferred stock) of debt.
     
The ratings downgrade reflects the company's ongoing delay in
seeking an amendment to restore access to its revolver and
continued weak operating performance.
     
The ratings on Airborne reflect its highly leveraged financial
profile, extremely narrow product focus, customer concentration,
small size, aggressive financial policy, and the segment's
vulnerability to adverse publicity.  Airborne develops, markets,
and distributes "Airborne"-branded effervescent health formula
products for the over-the-counter consumer health care market.  
The primary products are effervescent tablets marketed as dietary
supplements formulated from vitamin C, vitamin A, herbal extracts,
antioxidants, electrolytes, and amino acids.  With about
$120 million of net sales for the fiscal year-ended April 30,
2008, Airborne is a very small participant in the $4.5 billion OTC
category.  S&P are concerned that the negative publicity
associated with the recent settlement disclosure may further
contract the already-small sales base.
     
The outlook on Airborne is negative.  "The negative outlook
reflects our liquidity concerns, given Airborne's covenant
violations, loss of access to its credit facility, and weak
operating performance," said Standard & Poor's credit analyst Bea
Chiem.  Airborne's performance has not met our expectations to
date, and the company may suffer from further sales declines as a
result of negative publicity.
     
"We could lower the ratings if the company does not obtain an
amendment and resolve its covenant default situation, and/or if
operating performance continues to decline," she continued.  An
outlook revision to stable is unlikely over the near term, given
S&P's concerns about Airborne's operating performance.


ALLIANCE ONE: Moody's Affirms B2 Probability of Default Rating
--------------------------------------------------------------
Moody's Investors Service downgraded the liquidity ratings of
Alliance One International, Inc. to SGL-4 to SGL-3.  Moody's also
affirmed AOI's long-term ratings, including the company's B2
corporate family rating.

The downgrade to SGL-4 reflects concerns related to the company's
future covenant compliance and its impact on the company's
liquidity as a result of AOI's announcement that it is in the
process of finalizing its accounting related to reserves and
financial statement presentation concerning farmer rural credit
accounting.

Moody's also upgraded the ratings of the company's $250 million
senior secured revolving credit to Ba3 as a result of the
reduction of senior secured debt.  The outlook is stable.

The affirmation of the company's corporate family rating reflects
Moody's expectation that AOI's operating performance will not
deviate significantly from plan including modest leverage
reduction and further operating margin improvement.

Absent the potential need to modify covenants, the company's
intrinsic liquidity position remains adequate supported by strong
cash balances and sufficient cash flow from operations to cover
the company's basic cash needs.

Should the company have difficulty resolving any future covenant
issues or should a possible material financial statement
restatement be required, the long-term ratings and/or outlook may
come under pressure.

The one notch upgrade of the company's secured bank facilities
reflects the impact of AOI's prepayment of its $145 million Term
Loan B facility, which enhances the relative seniority position of
the existing secured revolving credit in the capital structure.

Ratings of AOI downgraded include:

  -- Speculative Grade Liquidity rating to SGL-4 from SGL-3

Ratings of AOI upgraded include:

  -- $250 million senior secured revolving credit facility due
     2010 to Ba2 (LGD1, 5%) from B1 (LGD3, 35%)

Ratings of AOI affirmed/assessments revised include:

  -- Corporate family rating of B2
  -- Probability of default rating of B2
  -- $150 million 8 ½% senior unsecured notes due 2012 at B2
     (LGD4, 55%)

  -- $315 million 11% senior unsecured notes due 2012 at B2 (LGD4,
     55%)

  -- $91.4 million 12 ¾% senior subordinated notes due 2012 at
     Caa1 (LGD6, 95%)

Outlook is stable

Alliance One International, Inc. and Intabex Netherlands, B.V. are
co-borrowers under the senior secured revolving credit facility.

Headquartered in Morrisville, North Carolina, Alliance One
International, Inc. is one of the world's leading tobacco
merchants and processors.  Its principal products include flue-
cured, burley and oriental tobaccos, which are major ingredient in
American -- blend cigarettes.  Total revenues for the last twelve
months ending December 2007 were approximately $2.0 billion.


ALOHA AIRLINES: Yucaipa Buys Interest in Suit for $10 Million
-------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Hawaii approved on June 26, 2008, a sale to Yucaipa Cos. LLC of
Aloha Airlines Inc.'s interest in a suit against Mesa Air Group
Inc.

William Rochelle reports that the purchase price is $10 million.

According to a court document, the Court found Yucaipa to be a
good faith purchaser.  An objection by the State of Hawaii has
been overruled.

James Wagner, an attorney for Aloha's chapter 7 trustee Dane
Field, was directed to submit an order, the form of which should
be approved by Mesa counsel.

As reported by the Troubled Company Reporter on June 6, 2008,
Mr. Wagner said the likeliest bidder for the legal claim in the
company's 2006 lawsuit against go! parent Mesa would be Yucaipa.

Yucaipa is Aloha's majority shareholder and second secured
creditor behind Aloha's primary lender, GMAC Commercial Finance
LLC.  It is owed $106.7 million.

On June 3, 2008, the TCR said that Mr. Wagner was planning to
auction off the legal claim in Aloha's lawsuit against Mesa Air
Group.  Aloha filed a suit in a state Circuit Court alleging
that Mesa Air Group received confidential information as a
potential investor in the company and used it improperly to enter
Hawaii's inter-island market with intent to drive the company out
of business.

                         About Mesa Air

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

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

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

                       About Aloha Airgroup

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

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

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

On April 29, 2008, the Bankruptcy Court converted the Debtors'
cases into chapter 7 liquidation proceedings.  The next day, the
United States Trustee appointed Dane S. Field to serve as chapter
7 trustee for the cases.  James Wagner, Esq., represents Mr.
Field.


ALPHA INNOTECH: March 31 Balance Sheet Upside-Down by $1,115,984
----------------------------------------------------------------
Alpha Innotech Corp.'s consolidated balance sheet at March 31,
2008, showed $4,670,756 in total assets and $5,786,740 in total
liabilities, resulting in a $1,115,984 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3,726,880 in total current assets
available to pay $5,474,084 in total current liabilities.

The company reported a net loss of $2,057 on revenue of $3,668,143
for the first quarter ended March 31, 2008, compared with a net
loss of $665 on revenue of $3,546,936 in the same period a year
ago.

The increase in sales is attributable primarily to increased
shipments to Asia.  

Sales and marketing expenses for the three months ended March 31,
2008, increased $130,152, or 12.3%, to $1,184,721 from $1,054,569
for the three months ended March 31, 2007.  Expenses increased
primarily due to increased headcount and facilities allocation to
an expanded technical support department and travel expenses and
support costs in international sales.  

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?2eb4

                       Going Concern Doubt

Rowbotham and Company LLP, in San Francisco, expressed substantial
doubt about Alpha Innotech Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

The auditing firm reported that the company has incurred losses
from operations, negative cash flows from operations and has both
a working capital and a capital deficit at Dec. 31, 2007.

                       About Alpha Innotech

Based in San Leandro, Calif., Alpha Innotech Corp. (OTC BB: APNO)
-- http://www.alphainnotech.com/-- is a developer, manufacturer  
and marketer of digital imaging and analysis systems for the life
science research and drug discovery markets.  Alpha Innotech's  
customers include pharmaceutical and biotechnology companies as
well as universities, medical centers, government research
institutes and agencies worldwide.


AMERICAN HOME: BofA Says Plan Filing Extension May Not be Needed
----------------------------------------------------------------
Bank of America, N.A., administrative agent for the prepetition
secured parties, says that since the Chapter 11 cases of American
Home Mortgage Investment Corp. and its debtor-affiliates have been
pending for almost a year now, they should be well on their way
toward filing a Plan of Reorganization.  The Debtors, however, are
seeking a third 90-day extension of their exclusive periods, which
they argue is justified because they have been too busy with other
activities to formulate a meaningful Plan, relates Laurie Selber
Silverstein, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware.

"Given that most of the activities referred to in the Motion were
completed in April, [BofA] submits that the Debtors should not
need until September 2 to file their plan, and therefore, the
length of the Debtors' requested extension of their exclusive
periods is unwarranted," Ms. Silverstein contends.

Ms. Silverstein informs Judge Christopher Sontchi that the Debtors
and BofA have engaged in productive and extensive negotiations to
resolve outstanding disputes between them, including a resolution
of certain Plan-related issues.  She notes that the parties are
working toward documentation of a formal settlement for approval
of the U.S. Bankruptcy Court for the District of Delaware, to
become effective by July 31, 2008.  BofA believes that the
settlement, if approved, will help to facilitate the Debtors'
filing of a confirmable Plan that will be acceptable to BofA and
the Prepetition Secured Parties.

Based on this progress, BofA is not necessarily opposed to
granting a reasonable extension of the exclusive periods,
Ms. Silverstein says.  However, if the parties are unable to
obtain Court approval of their settlement by July 31, BofA asks
Judge Sontchi to open the Plan process, and allow BofA to file a
competing Plan.

Under the circumstances, BofA submits that a conditional
extension is eminently fair, and is more likely to advance the
Plan process, than an unconditional 90-day extension.

                   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 HOME: Court Okays Fund Transfer to Employee Bonus Account
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
fourth stipulation among American Home Mortgage Acceptance, Inc.,
American Home Mortgage Corp., American Home Mortgage Investment
Corp., American Home Mortgage Servicing, Inc., and ABN AMRO Bank
N.V. regarding postpetition advances, servicing payments and
mortgage loan refinancings.

Judge Christopher Sontchi noted that pursuant to the Fourth
Stipulation, the Debtors will transfer $225,000 from the Control
Account to the Bonus Plan Account, in which funds will be used
solely to make payments to the Construction Loan Employees under
the Bonus Plan.  On December 15, 2008, the Debtors will return all
unused funds, if any, in the Bonus Plan Account to the Control
Account, and provide ABN AMRO with a report, provided that the
return of the funds to the Control Account will not change ABN
AMRO's obligations under the Fourth Stipulation.

                   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 HOME: Microsoft Asserts $1.42 Million Cure Amount
----------------------------------------------------------
Microsoft Corporation, Microsoft Licensing GP and CitiMortgage,
Inc., object to the cure amounts proposed by American Home
Mortgage Investment Corp. and its debtor-affiliates, and present
to the U.S. Bankruptcy Court for the District of Delaware their
asserted cure amounts:

                          Proposed            Asserted
  Counterparty          Cure Amount         Cure Amount
  ------------          -----------         -----------
  Microsoft Corp.                $0          $1,421,718
  CitiMortgage, Inc.              0             111,582

Microsoft relates that the Debtors' licenses on Microsoft
software and products are licenses of copyrighted materials, and
therefore, may not be assumed or assigned without its consent.  
It discloses that there was a payment due on July 1, 2007, for
$1,421,718, relating to an enterprise agreement, which the
Debtors never paid.

Microsoft tells Judge Christopher Sontchi that the Debtors should
be obligated to state fully and accurately the cure amounts as
shown on the Debtors' books and records, which should be the
invoice amount.  

CitiMortgage is the counterparty to two servicing agreements that
are assumed contracts.  Pursuant to previous Court orders,
including cash management and purchaser's cure amount orders,
CitiMortgage is entitled to reasonable attorney fees and costs
incurred from November 17, 2007, to April 11, 2008.  During that
period, CitiMortgage informs the Court that it incurred $102,113
in fees, and $9,469 in costs.

Accordingly, Microsoft and CitiMortgage ask the Court to allow
their asserted cure amounts.

                      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 HOME: Asks Court to Expunge $6.78MM Shareholder Claims
---------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
expunge and disallow 1,506 claims aggregating $6,784,942, because
the Claims were each filed by a shareholder based solely on
ownership of stock of the Debtors, and not on account of damages
or claims against the Debtors.

A list of the equity interest claims is available for free at:

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

                            Responses

Sixty-one Claimants ask the Court to overrule the Debtors'
Objection.

Richard C. Gilham says that he invested in the Debtors to earn  
income, because his "pension never goes up when everything else
does and what social security goes up is taken away as Medi-care
deductions."  He contends that his Claim should not be expunged
because "it was poor stewardship on [the Debtors] for making
loans to people who could not afford them."

"No reasonable reason was given for the debtors' request to the
court to disallow and expunge each claim," Jo Ann Christman
argues.  "Mismanagement, making questionable loans, and using
funds to pay themselves damaged the company and the Stockholders'
interest," she continues.  She also tells Judge Christopher
Sontchi that she bought her interest in the Debtors with her
teachers' hard earned retirement funds.

Duane Helmer contends that his claim should not be disallowed
because it stems from conditions imposed and implemented by the
Debtors.  He says that the Debtors acted irresponsibly, and has
an obligation to satisfy all claims against them.

The Barretts tells the Court that their claim should not be
disallowed because the Debtors took their money.

"What is the difference between equity interest and a claim
against the Debtors?" Carla M. Margenau asks the Court.  "If my
money is lost and will not be refunded, then I think I have a
claim," she notes.

"I understand that $2,109 is not a lot of money, but in the
current economic slowdown, it will buy food and pay my house
payment," Ms. Margenau says.


                     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: Settles Cummins Entities' Preference Claims
--------------------------------------------------------------
Pursuant to American LaFrance, LLC's Fourth Amended Disclosure
Statement, Cummins Emission Engine Co. Inc. has been identified
as having received preferences aggregating $2,036,498, Cummins
Emission for $65,265, and Cummins PowerCare with no preference
amount listed.

The Cummins Entities dispute their liability with respect to the
Preference Payments.

Cummins, Inc., and the Debtor have agreed to certain payment
terms pursuant to which Cummins, Inc., will continue to ship
certain goods to the Debtor.

Accordingly, the parties stipulate that:

   (a) the Debtor will waive all claims and causes of action
       against Cummins Inc., Cummins Emission, and Cummins
       PowerCare, including all claims for preference liability
       on account of the Preference Amounts;

   (b) Cummins, Inc. agrees to:

       -- provide the Debtor with a $500,000 credit limit;
       -- return the Debtor to net 30-day payment terms; and
       -- delay the transfer of the Debtor from OEM status to
          DOEM status for a period of 18 months from May 22,
          2008; and

   (c) In the event the Debtor is late in paying any invoices
       sent to the Debtor by Cummins, Cummins may withhold
       shipments to the Debtor, change the Debtor's payment terms
       to reduce the exposure of Cummins to late payment, or
       transfer the Debtor from OEM to DOEM status.

                   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 MEDIA: 2009 Debt Obligations Cue S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Boca
Raton, Florida-based American Media Operations Inc. to negative
from developing.  Ratings on the company, including the 'CCC+'
corporate credit rating, were affirmed.  Total debt outstanding
was $1.08 billion as of Dec. 31, 2007.
     
"The outlook revision reflects our concern over American Media's
significant debt maturities coming due in 2009," explained
Standard & Poor's credit analyst Tulip Lim.
     
The company's $414.5 million 10.25% senior subordinated notes are
due May 1, 2009.  Moreover, if these notes are not refinanced
prior to Feb. 1, 2009, the maturity date for American Media's
$60 million revolving credit facility and $450 million term loan
will be revised to Feb. 1, 2009, from 2012 and 2013, respectively.
     
The 'CCC+' rating reflects American Media's approaching
maturities, limited liquidity, high debt leverage, and difficult
business fundamentals resulting from the secular trends of
declining newsstand circulation of its tabloid publications.
     
Debt to EBITDA declined to 8.3x for the 12 months ended Dec. 31,
2007, from 11.5x for the same period last year, as higher EBITDA
offset slightly increased debt levels.  EBITDA coverage of
interest was thin at 1.3x for the 12 months ended Dec. 31, 2007.  
Interest expense has risen because of the higher borrowings and
higher bank pricing as a result of an amendment.  American Media's
revolving credit facility is fully drawn.  

The company failed to meet the leverage ratio of 8x as of Sept.
30, 2007, as required under its bond indentures, and issued
$20 million of additional notes to existing noteholders in
December.  It would also have to issue $36.2 million in additional
notes or make cash payments to bondholders if the leverage ratio
is greater than 7.25x as of Sept. 30, 2008.

Standard & Poor's believes that the company may not be able to
achieve this level by Sept. 30, 2008, exerting pressure on
leverage.

AMERICAN MEDICAL: March 31 Balance Sheet Upside-Down by $461,163
----------------------------------------------------------------
American Medical Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,789,175 in total assets and $2,250,338
in total liabilities, resulting in a $461,163 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $900,955 in total current assets
available to pay $1,769,536 in total current liabilities.

The company reported net income of $4,586 on revenues of $636,295
for the first quarter ended March 31, 2008, compared with a net
loss of $692,718 on revenues of $855,118 in the same period last
year.

The decrease in revenues is primarily attributable to a $130,000
decrease in sales of the Spectrum product line due to a major
distributor placing a large order in the fourth quarter 2007 in
anticipation of a January 2008 price increase and a $60,400
decrease in the sales of parts and repairs due to the historical
decrease in sales of equipment.  

Additionally, the three month period ended March 31, 2007,
included a $44,000 sale of inventory previously included in the
company's inventory reserve.  These decreases were partially
offset by $33,400 in commission earned from the DirectCrown
product line added in April 2007.

Loss from operations decreased to $190,859 during the three months
ended March 31, 2008, as compared to $227,536 in the same period
last year, primarily due to a decrease in selling, general and
administrative expenses.

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?2ebb

                       Going Concern Doubt

Hein & Associates LLP, in Houston, expressed substantial doubt
about American Medical Technologies Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.
The auditing firm reported that the company has suffered recurring
losses from operations, and its total liabilities exceeds its
total assets.
      
               About American Medical Technologies

Based in Corpus Christi, Texas, American Medical Technologies Inc.
(OTC BB: ADLI) -- http://www.americanmedicaltech.com/-- markets  
and sells unique dental and medical products to the dental and
medical community through its established global federation of
dealers and distributors.


ANTHRACITE 2004-HY1: S&P Junks Rating on Class F Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage-related securities from Anthracite
2004-HY1 Ltd. and removed them from CreditWatch with negative
implications, where they were placed on May 28, 2008.
     
The lowered ratings follow a full analysis of this transaction,
including an examination of the current credit characteristics of
the assets and the transaction's liabilities.  The review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities.
     
According to the May 21, 2008, trustee report, the transaction's
current assets consisted of 32 classes of pass-through
certificates from 14 distinct CMBS transactions issued between
1998 and 2004. Of the 14 deals, only Commercial Mortgage
Acceptance Corp.'s series 1998 ($61.4 million, 19%) represents an
asset concentration of 10% or more.  The aggregate principal
balance of the assets and liabilities each totaled $316.4 million,
down from $346.1 million at issuance.  The $29.7 million reduction
was due to principal losses realized on first-loss CMBS assets,
which currently represent $153.6 million (49%) of the asset pool.
     
S&P's analysis indicates that the current asset pool exhibits
average credit characteristics consistent with 'CCC' rated
obligations.  Excluding first-loss CMBS assets, the current asset
pool exhibits credit characteristics consistent with 'B-' rated
obligations.  Standard & Poor's rates $48.7 million (15%) of the
assets.  S&P reanalyzed its outstanding credit estimates for the
remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
ratings.

       Ratings Lowered and Removed from Creditwatch Negative

                      Anthracite 2004-HY1 Ltd.
               Commercial mortgage-related securities

                                  Rating
                                  ------
                     Class    To           From
                     -----    --           ----
                     A        AA-          AAA/Watch Neg
                     B        BBB+         AA/Watch Neg
                     C        BBB-         A+/Watch Neg
                     D        BB+          A-/Watch Neg
                     E        B            BBB/Watch Neg
                     F        CCC-         BBB-/Watch Neg


APPLICA PET: S&P Assigns 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Miami Lakes, Florida-based pet accessories
manufacturer Applica Pet Products LLC.  At the same time, S&P
assigned bank debt and recovery ratings to Applica Pet's proposed
$325 million senior secured credit facility, which will consist of
a five-year, $25 million revolving credit facility and a
$300 million term loan.  The issue-level rating on this facility
is 'BB' with a recovery rating of '1', indicating an expectation
for very high (90%-100%) recovery of principal in the event of a
payment default.      

Proceeds from the credit facility will partially finance parent
Salton Inc.'s acquisition of United Pet Group, the global pet
business of Spectrum Brands Inc. (CCC+/Watch Positive/--) for
$915 million.
     
Applica Pet is a subsidiary of UPG, which will become wholly owned
by Salton.  Salton will operate and manage the pet business as a
separate business unit.  Standard & Poor's used a consolidated
approach in determining the 'B+' corporate credit rating (Applica
Pet and UPG) with Salton, given Salton's ownership interest.
     
The outlook on Applica Pet is stable.  "The stable outlook
reflects our expectation that the company will maintain its market
positions and improve operations and credit measures," noted
Standard & Poor's credit analyst Susan H. Ding.  If the company
encounters operating shortfalls in either its pet or small
appliance businesses, or if credit measures deteriorate, S&P could
revise the outlook to negative.  S&P's forecasts indicate that
even if consolidated EBITDA margins fall to 8.5% from about 9.5%
currently, and if sales increased by only 3.5% versus the
company's expectations for 5.5%, consolidated leverage would still
be in the 5x area and adequate for the current rating.
     
"Although this is unlikely in the near term, if the company can
improve performance in its small appliance business while
expanding its pet business and reducing leverage as expected, we
may revise the outlook to positive," she continued.


ASCALADE COMM: Plan of Compromise or Arrangement Obtains Court OK
-----------------------------------------------------------------
Ascalade Communications Inc. obtained an order from the Supreme
Court of British Columbia approving the plan of compromise or
arrangement in connection with the on-going legal proceedings
filed by Ascalade and Ascalade Technologies Inc. in Canada under
the Companies' Creditors Arrangement Act.

On June 17, 2008, at the Meeting of Creditors, the Plan received
100% approval of the creditors who voted to approve the Plan.  A
stay of proceedings with respect to any actions which have or
might be brought against the companies will remain in effect until
all of the assets of the companies are sold and the net proceeds
distributed to the stakeholders of the companies.

The Order authorizes Ascalade, at any time after July 25, 2008, to
apply to the Toronto Stock Exchange to have the trading of the
common shares of Ascalade suspended from trading and delisted.

Any recovery in the CCAA for creditors and other stakeholders of
the companies, including shareholders, is uncertain and is highly
dependent upon a number of factors, including the recovery from
the sale of the factory, equipment and inventory in the PRC and
the outcome of the Scheme in Hong Kong.

A copy of the Plan of Compromise or Arrangement is available for
free at http://ResearchArchives.com/t/s?2ec7

                About Ascalade Communications Inc.

Based in Richmond, British Columbia, Ascalade Communications Inc.
(TSE:ACG) -- http://www.ascalade.com/ -- is an innovative product      
company that designs, develops and manufactures digital wireless
and communication products.  The company deliver products by
offering its partners and customers complete vertical integration,
from product design and development to final production.  The
company's products include digital cordless phones, Voice over
Internet Protocol phones, digital wireless baby monitors and
digital wireless conference phones. Ascalade products have been
distributed in more than 35 countries and under 80 regional
brands.  Ascalade also has facilities in Qingyuan, China, Hong
Kong and a sales office in Hertfordshire, United Kingdom.

On April 29, 2008, Jervis Rodrigues, senior vice-president of
Deloitte & Touche Inc., filed separate petitions for protection
under Chapter 15 of the U.S. Bankruptcy Code on behalf of Ascalade
Communications Inc. and its debtor-affiliate (Bankr. N.D. Ill.
Case Nos. 08-10612 and 08-10616).  Jeffrey G. Close, Esq. at
Chapman and Cutler LLP represents the Petitioner in the Chapter 15
case.  Ascalade's financial condition as of September 2007 showed
total assets of $99,630,000 and total debts of $40,410,000.


BEAR STEARNS: Moody's Junks Ratings of 28 of 52 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 52
tranches issued in nine transactions from the Bear Stearns Asset
Backed Securities SD shelf and a number of Bear Stearns Asset
Backed Securities transactions.  The collateral backing each
tranche consists primarily of first lien adjustable-rate and
fixed-rate "scratch and dent" mortgage loans.

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 level of credit
enhancement, collateral characteristics, pool-specific historical
performance, quarter of origination, and other qualitative
factors.

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities Trust 2007-SD2

  -- Cl. II-A-2, downgraded from Aaa to A3
  -- Cl. II-M-1, downgraded from Aa1 to Ba1
  -- Cl. II-M-2, downgraded from Aa2 to Caa2
  -- Cl. II-M-3, downgraded from A2 to Ca
  -- Cl. II-M-4, downgraded from Baa2 to C
  -- Cl. II-M-5, downgraded from Baa3 to C

Issuer: Bear Stearns Asset Backed Securities Trust 2007-SD3

  -- Cl. M-1, downgraded from Aa1 to A1
  -- Cl. M-2, downgraded from Aa2 to A3
  -- Cl. M-3, downgraded from Aa3 to Baa2
  -- Cl. M-4, downgraded from A1 to Ba2
  -- Cl. M-5, downgraded from A2 to B2
  -- Cl. M-6, downgraded from A3 to Caa3
  -- Cl. M-7, downgraded from Baa1 to Ca
  -- Cl. M-8, downgraded from Baa2 to C

Issuer: Bear Stearns Asset Backed Securities Trust 2005-4

  -- Cl. M-4, downgraded from Baa1 to Baa3
  -- Cl. M-5, downgraded from Baa2 to B1
  -- Cl. M-6, downgraded from Baa3 to B3, on review for possible
     downgrade

  -- Cl. M-7, downgraded from Ba1 to Caa2

Issuer: Bear Stearns Asset Backed Securities Trust 2006-1

  -- Cl. M-3, downgraded from A2 to Baa1
  -- Cl. M-4, downgraded from A3 to Baa3
  -- Cl. M-5, downgraded from Baa1 to B2
  -- Cl. M-6, downgraded from Baa2 to B3, on review for possible
     downgrade

  -- Cl. M-7, downgraded from Baa3 to Caa1

Issuer: Bear Stearns Asset Backed Securities Trust 2006-2

  -- Cl. M-5, downgraded from Baa1 to Ba1
  -- Cl. M-6, downgraded from Baa2 to B2, on review for possible
     downgrade

  -- Cl. M-7, downgraded from Baa3 to Caa1

Issuer: Bear Stearns Asset Backed Securities Trust 2006-3

  -- Cl. M-1, downgraded from Aa2 to A1
  -- Cl. M-2, downgraded from Aa3 to Baa1
  -- Cl. M-3, downgraded from A2 to B3
  -- Cl. M-4, downgraded from A3 to Caa1
  -- Cl. M-5, downgraded from Baa1 to Caa2
  -- Cl. M-6, downgraded from Baa2 to Caa3
  -- Cl. M-7, downgraded from Baa3 to Ca

Issuer: Bear Stearns Asset Backed Securities Trust 2006-4

  -- Cl. M-1, downgraded from Aa2 to Ba3
  -- Cl. M-2, downgraded from Aa3 to B3, on review for possible
     downgrade

  -- Cl. M-3, downgraded from A2 to Caa2
  -- Cl. M-4, downgraded from A3 to Caa3
  -- Cl. M-5, downgraded from Baa1 to Ca
  -- Cl. M-6, downgraded from Baa2 to C

Issuer: Bear Stearns Asset Backed Securities Trust 2007-1

  -- Cl. M-1, downgraded from Aa2 to Ba2
  -- Cl. M-2, downgraded from Aa3 to Caa1
  -- Cl. M-3, downgraded from A2 to Caa2
  -- Cl. M-4, downgraded from A3 to Caa3
  -- Cl. M-5, downgraded from Baa1 to Ca
  -- Cl. M-6, downgraded from Baa2 to C

Issuer: Bear Stearns Asset Backed Securities Trust 2007-2

  -- Cl. M-1, downgraded from Aa2 to A2
  -- Cl. M-2, downgraded from Aa3 to Baa2
  -- Cl. M-3, downgraded from A2 to Caa3
  -- Cl. M-4, downgraded from A3 to Ca
  -- Cl. M-5, downgraded from Baa1 to Ca
  -- Cl. M-6, downgraded from Baa2 to C
  -- Cl. M-7, downgraded from Baa3 to C


BFC AJAX: Moody's to Review Rating of $275MM Notes for Likely Cut
-----------------------------------------------------------------
Moody's Investors Service published the underlying ratings
assigned to Class A Notes issued by BFC Ajax CDO Ltd. and
guaranteed by Financial Guaranty Insurance Company:

Class Description: $275,000,000 Class A Senior Floating Rate Notes
due 2046

  -- Current Rating: Ba3, on review for possible downgrade
  -- Prior Rating: Baa3, on review for uncertain
  -- Underlying Rating: Ba3, on review for possible downgrade

The rating action is based on the publication, at the issuer's
request, of the Class A Notes' underlying rating of Ba3, on review
for possible downgrade.  The underlying ratings reflect the
intrinsic credit quality of the Class A Notes in the absence of
the guarantee from FGIC, which currently has an insurance
financial strength rating of B1.

As a result of the action, the Class A Notes are now rated Ba3, on
review for possible downgrade, consistent with Moody's practice of
rating insured securities at the higher of the guarantor's rating
and any underlying rating that is public.  In a process outlined
by Moody's on 20 February 2008, Moody's will publish underlying
ratings at the issuer's request.


BIOJECT MEDICAL: Posts $653,015 Net Loss in 2008 First Quarter
--------------------------------------------------------------
Bioject Medical Technologies Inc. reported a net loss of $653,015
on revenue of $1,812,789 for the first quarter ended March 31,
2008, compared with a net loss of $2,113,730 on revenue of
$2,128,203 in the same period ended March 31, 2007.

Product sales for the first Product sales for the first quarter of
2008 were $1,681,151 compared to $1,636,516 in the year-ago
quarter.  License and technology fees for the first quarter of
2008 were $131,638 compared to $491,687 in the comparable year ago
period.

The company reported an operating loss of $701,702 in the first
quarter of 2008 compared to an operating loss of $1,737,220 in the
comparable year-ago period.  The decrease in operating loss was
primarily due to cost reduction measures in 2007 and the first
quarter of 2008.

Cash, cash equivalents and marketable securities at March 31,
2008, totaled $1,401,280.

At March 31, 2008, the company's consolidated balance sheet showed
$7,382,198 in total assets, $4,767,587 in total liabilities, and
$2,614,611 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2eb1

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Moss Adams LLP expressed substantial doubt about Bioject Medical
Technologies Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditor reported
that the company has suffered recurring losses, has had
significant recurring negative cash flows from operations, and has
an accumulated deficit.

                      About Bioject Medical

Based in Portland, Ore., Bioject Medical Technologies Inc.
(Nasdaq: BJCT) -- http://www.bioject.com/-- is a developer and  
manufacturer of needle-free injection therapy systems (NFITS).  
NFITS provide an empowering technology and work by forcing
medication at high speed through a tiny orifice held against the
skin.  This creates a fine stream of high-pressure fluid
penetrating the skin and depositing medication in the tissue
beneath.  The company is focused on developing mutually beneficial
agreements with leading pharmaceutical, biotechnology, and
veterinary companies.


BLINK LOGIC: March 31 Balance Sheet Upside-Down by $5,346,725
-------------------------------------------------------------
Blink Logic Inc.'s consolidated balance sheet at March 31, 2008,
showed $1,417,383 in total assets and $6,764,108 in total
liabilities, resulting in a $5,346,725 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,231,566 in total current assets
available to pay $6,661,235 in total current liabilities.

The company reported a net loss of $6,230,228 on revenues of
$26,546 for the first quarter ended March 31, 2008, compared with
a net loss of $701,666 on revenues of $142,781 in the same period
of 2007.

Services revenue decreased from $112,223 in 2007 to $26,546 in
2008.      

Product revenue decreased from $30,558 in 2007 to $-0- in 2008.  
There were no product sales in 2008 due to a transition in the
company's sales model from selling on-premises software licenses
to selling a hosted on-demand web-based business intelligence
service.   

Loss on embedded derivatives was $2,727,828 for the three months
ended March 31, 2008, compared to $-0- for the three months ended
March 31, 2007.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2eb2

                       Going Concern Doubt

KPMG LLP, in Ottawa, Canada, expressed substantial doubt about
Blink Logic Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  

The auditing firm reported that the company has negative working
capital at Dec. 31, 2007, and has incurred recurring losses, as
well as recurring negative cash flow from operating activities and
has an accumulated deficit.  The auditing firm added that the
company's economic viability is dependent on its ability to
generate additional sales and finance operational expenses.

                      About Blink Logic Inc.

Headquartered in Mill Valley, Calif., Blink Logic Inc. (OTC BB:
BLLG) -- http://www.blinklogic.com/-- formerly DataJungle
Software Inc., develops and markets a web-based front-end
dashboard software product for leading business intelligence
platforms.  The product allows an end-user to create visual and
interactive dashboard views on top of their existing databases and
data cubes without significant involvement from specialized
software programmers.


BOSTON GLOBE: Management Seeks Wage Cuts from Labor Unions
----------------------------------------------------------
Management of Boston Globe is asking unions to take an across-the-
board 10% pay cut to help trim costs, cross-town rival Boston
Herald reported, citing union members.  The report said Boston
Globe is also considering consolidation of its printing plants.

According to the Herald, Globe has just completed a round of
buyouts that led to the departure of several high-profile
staffers.  A top union official, the Herald said, vowed to fight
the proposed pay cut.

According to Boston Business Journal, Boston Globe spokesman Al
Larkin said, "We're taking a look at consolidation opportunities
and we haven't made any final decisions yet."

Business Journal said Boston Globe is hurting from declining
advertising revenue and circulation.

Boston Globe is owned by The New York Times Co.  Business Journal
said the Times reported that May ad sales for its New England
Media Group, which include the Globe, fell 18% in May.


BOSTON HERALD: To Cut Jobs and Outsource Printing Operations
------------------------------------------------------------
The Boston Herald announced on Tuesday plans to outsource its
printing operations and lay off 130 to 160 press operators,
electricians and other production-related workers, tentatively
scheduled to start in late September or early October.  In a news
posted on its Web site, Patrick J. Purcell, Herald owner and
publisher, said there are no plans to cut newsroom staff.  Mr.
Purcell reportedly told union leaders the job cuts and outsourcing
were necessary because of the unreliable print quality of the
newspaper's 50-year-old presses.

Reuters says the Herald's circulation has shrunk as readers turn
to the Internet for news.  Reuters relates that the Herald's
average daily circulation dropped 9.5% to 182,350 in the six-month
period that ended in March, while its Sunday circulation fell 4.7%
to 105,629, according to the Audit Bureau of Circulations.

Boston Business Journal reports that the Herald's headquarters at
Herald Square will be redeveloped in a joint venture between the
Purcell family and Newton-based National Development.  Business
Journal says no plans have been filed with the Boston
Redevelopment Authority, but a mix of uses including residential,
retail and office is being considered for the six-acre parcel.  
Mr. Purcell said he has another five years left on his lease at
Herald Square, the Journal says.

Herald said Mr. Purcell is in talks with News Corp., which owns a
plant in Chicopee, Massachusetts, to handle printing the Herald
six days a week.  The company is also in talks with Boston Offset,
owner of a plant in Norwood, to print the Herald on Fridays.

The Boston Globe, the Herald's bigger rival, said its executives
talked about the possibility of printing the Herald but ultimately
decided against it.

Editions of the Wall Street Journal and the Barron's business
publication are printed at the Chicopee plant.  USA Today is
printed at the plant in Norwood.

The Herald is a privately held tabloid newspaper, owned by Herald
Media Inc.


BOSTON HILL: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Boston Hill Realty Trust
                93 Main Street
                Kingston, Massachusetts 02364

Case Number: 08-14641

Involuntary Petition Date: June 25, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Atlantic Blasting Co, Inc.     test boring drilled  $1,500
P.O. Box 274
Millbury, MA 01527

VGT Enterprises, Inc.          snow plowing         $7,489
366c Greenwood Street
Millbury, MA 01527

Bernard J. Laverty, Jr.        business loan        $2,500
195 Highland Street
Marshfield, MA 02050

Robert M. Bradley              consulting           $35,000  
1287 Old Post Road
Marston Mills, MA 02648


Northland Willette Inc.        fix hydraulics       $5832
12 High Street
Plainville, MA 02762

BL Makepeace Inc.              transit purchased    $8410
125 Guest Street
Brighton, MA 02135


BP METALS: S&P Withdraws Ratings At Company's Request
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on
Cleveland-based BP Metals LLC, including the 'B+' corporate credit
rating, at the company's request.


CAELUS RE: S&P Rates $250M Series 2008-1 Class A Notes 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
secured debt rating to the $250 million Series 2008-1 Class A
variable-rate notes issued by Caelus Re Ltd.
     
The notes are the initial offering under Caelus Re's variable-rate
note program. Nationwide Mutual Insurance Co. (A+/Stable/--) and
certain of its subsidiaries and affiliates (collectively referred
to as the ceding insurer) have entered into a reinsurance
agreement with Caelus Re.  The purpose for issuing the notes and
entering into the reinsurance agreement is to provide the ceding
insurer with a source of indemnified multi-year reinsurance
coverage against certain catastrophic risks.
      
"The rating on the notes is based on the probability of attachment
as modeled by AIR Worldwide Corp.," noted Standard & Poor's credit
analyst Gary Martucci.  "Based on the sensitivity analysis, the
annualized probability of attachment for the notes is 1.36%."
     
The notes are exposed to losses incurred by the ceding insurer
resulting from first and subsequent U.S. hurricanes and
earthquakes, including fire following, on a per occurrence basis.  
For the first year, the notes will cover losses between the
initial trigger amount of $2.250 billion and the initial
exhaustion amount of $2.528 billion.


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

Case Number: 08-06652

Type of Business: The Debtor is engaged in real estate.

Involuntary Petition Date: June 5, 2008

Court: District of Arizona (Phoenix)

Petitioner's Counsel: Alicia Mykyta
                      E-mail: alicia.mykyta@azbar.org
                      1599 E. Orangewood Ave., Ste. 125
                      Phoenix, AZ 85020-5159
                      Tel: (602) 256-0337
                      Fax: (602) 256-0432
                      http://azbar.org/

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
GR8 Solutions, LLC             Construction         $94,500
110 W. Missouri, Ste. 1        management and
Phoenix, AZ 85013              rezoning services


CANWEST MEDIA: Moody's Rates Affiliate's C$312MM Unsec. Notes B2
----------------------------------------------------------------
Moody's rated a new C$312 million non-cash pay unsecured note in
the name of Canwest Media Inc.'s affiliated company, CW Media
Holdings Inc., B2.  Concurrently, all of the corporate family's
other debts were reassessed.  

While Canwest's B1 corporate family rating was affirmed since the
new note issue merely replaces a similarly sized and structured,
unrated obligation and is therefore neutral to Canwest's credit
profile, revisions to the company's consolidated debt structure
and liability waterfall resulted in senior secured ratings being
downgraded to Ba2 from Ba1.  This also caused loss given default
assessments to be adjusted for these and all other rated debts.

Revising the outlook to negative from stable was prompted by two
matters.  Firstly, there is a lack of a clearly articulated
strategy for dealing with matters related to last year's
acquisition of the former Alliance Atlantis' specialty television
operations.  Preparations for addressing the obligation to
transfer Canwest's conventional television assets to CW Media will
likely have to be completed in 2010 in order to assure execution
in 2011.

Similarly, should Canwest opt to acquire the whole or part of
Goldman Sachs Capital Partner's interest in CW Media, preparations
will likely have to be completed well in advance of 2011.  With
these events being within the rating horizon, and as it appears
that any feasible resolution will be contingent upon non-
operational events involving third parties, the related execution
risks contribute to the negative outlook.

In addition, slowing economic growth may retard cash flow
expansion and cause a prolonged period of elevated financial
leverage even without the impact of the specialty television
acquisition.

This same matter, i.e. muted cash flow expansion as advertising
revenues fall along with the level of general economic activity,
in combination with ongoing capital expenditure requirements, may
also erode the company's liquidity cushion, including availability
under financial covenants.

When combined with the fact that liquidity arrangements are
compartmentalized for each of Canwest's four financing silos,
liquidity arrangements are evaluated as being only adequate now,
and cause Canwest's speculative grade liquidity rating to be
downgraded to SGL-3 from SGL-2.

Assignments:

Issuer: CW Media Holdings Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5,
     70%)

Outlook Actions:

Issuer: Canwest Media Inc. (formerly Canwest MediaWorks Inc.)

  -- Outlook, Changed To Negative From Stable

Downgrades:

Issuer: Canwest Media Inc. (formerly Canwest MediaWorks Inc.)

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at B3;
     LGD assessment revised to (LGD6, 92%) from (LGD6, 91%)

Issuer: CW Media Holdings Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD2,
     20%) from Ba1 (LGD2, 16%)

Issuer: Canwest Limited Partnership (formerly Canwest MediaWorks
Limited Partnership)

  -- Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD2,
     20%) from Ba1 (LGD2, 16%)

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at B2;
     LGD assessment revised to (LGD5, 70%) from (LGD4, 62%)

Canwest Media Inc. is wholly-owned by Winnipeg, Manitoba, Canada-
based Canwest Global Communications Corp., a publicly traded
international media company with interests in broadcast
television, publications, radio, specialty television channels,
out-of-home advertising and interactive operations in Canada,
Australia, Malaysia, Singapore, Indonesia, Turkey, the United
Kingdom and the United States.

Substantially all of the publicly traded parent company's
operations are held though Canwest.


CAPITAL ONE: Fitch Assigns Low-B Ratings on Seven Note Trusts
-------------------------------------------------------------
Fitch published these ratings:

Capital One Master Trust
  -- $19,500,000 Series 2001-6 Class D 'BB';
  -- $15,000,000 Series 2002-1 Class D 'BB'.

Capital One Multi-Asset Execution Trust
  -- $375,349,185.38 2002 Collateral Certificate Class D 'BB'

Capital One COBALT Master Note Trust
  -- $26,902,174 Series 2002-1 Class C 'BB';
  -- $37,500,000 Series 2004-1 Class B 'BBB';
  -- $29,464,285 Series 2004-1 Class C 'BB'.

Capital One Mainstreet Master Note Trust
  -- $17,150,396 Series 2007-1 Class C-1 'BB';
  -- $17,150,396 Series 2007-2 Class C-1 'BB'.

The ratings above are based on the quality of the receivables
pool, the available credit enhancement within each trust, each
transaction's legal and cash flow structure and the overall
underwriting and servicing capabilities of Capital One.

Each of the master trusts are similar in structure, with credit
enhancement in the form of subordinate notes for certain classes,
as well as other credit features such as spread accounts.  The
significant difference between these trusts is the collateral that
they finance.  Capital One Master Trust finances mostly consumer
and small business credit card receivables from selected
MasterCard and VISA credit card accounts that meet eligibility
criteria while the COBALT and Mainstreet trusts finance
installment consumer loans and MasterCard and Visa credit card
receivables to segmented borrowers, respectively.

The Capital One Multi-Asset Execution Trust was created in October
2002 to allow for the sale of a single note series or a multiple
note series.  The notes issued by COMET Issuance Trust are
primarily secured by the collateral certificate, series 2002-CC
issued by the Capital One Master Trust.


CARE LEVEL: Agrees to Merge Health Care Operations with Inspiris
----------------------------------------------------------------
Inspiris reached agreement to acquire Care Level Management Group
LLC.
    
"Inspiris has been in the process of expanding our service line
offerings to include frail, medically complex patients living in
an individual home based setting." Mike Tudeen, Inspiris'
president and chief executive officer, said.  

"This acquisition accelerates our movement into this large,
underserved market segment," Mr. Tudeen added.  "This is an
attractive move for Inspiris, not only because of the significant
market presence and service offering expansions, but because the
companies are almost identical in terms of delivery model, patient
care philosophy and culture."
    
During the bankruptcy proceedings, Inspiris worked with Care Level
Management's executive team well as the United States Bankruptcy
Court (Central District of California - San Fernando Valley
Division), to ensure that services to a very vulnerable patient
population were not disrupted.
    
The Care Level Management acquisition will add 1,600 high risk
patients, more than 50 experienced employees, three new geographic
markets, expansion of three current markets, and several new
health plan customers.  The acquisition increases the number of
patients under Inspiris' care by more than 35%.
    
"This is both a strategic and a synergistic acquisition for
Inspiris," Mr. Tudeen said.  "We are delighted to move forward
with the addition of Care Level Management's expertise and
positive program outcomes.  

"Combined, the two companies offer a broad, very attractive set of
services to health plans who are trying to improve quality and
lower costs on a very expensive, underserved, subset of their
membership," Mr. Tudeen concluded.  "Most importantly, the
services make a tremendous difference in the lives of the frail
patients, and their families, that we serve."

                         About Inspiris
    
Headquartered in Brentwood, Tennessee, Inspiris --
http://www.Inspiris.com/-- is a health care management company  
focused on improving the quality of life for the frail elderly,
chronically ill and those with disabilities, while reducing the
cost to Medicare Advantage health plans.  Inspiris partners with
individual health plans to coordinate and provide care across the
diverse settings where members need care, including post-acute,
custodial, assisted living and hospice.  Inspiris also offers
hospice care services in a number of markets.

               About Care Level Management Group LLC

Woodland Hills, California-based Care Level Management Group LLC
fdba Care Level Management LLC and Care Level Associates LLC --
http://www.carelevel.com/-- and its affiliates provide 24-hour   
house calls by physicians to patients.  The Debtors' business was
founded in 2001 and are established in California, Texas,
Pennsylvania, Arizona, Florida and New York.  The Debtors' revenue
are in the form of monthly membership fee.  It earned $22 million
in 2005 and $50 million in 2006 and 2007.  The cancellation of a
significant demonstration project with the Centers for Medicare
Services caused its revenues to plummet.

It filed its chapter 11 petition on May 7, 2008 (Bankr. C.D.
Calif. Case No. 08-12913).  Five affiliates filed separate Chapter
11 petitions on May 19, 2008, and another four affiliates filed
separate chapter 11 petitions.  Judge Maureen Tighe presides over
the case.  Juliet Y. Oh, Esq., and Ron Bender, Esq., at Levene,
Neale, Bender, Rankin & Brill represent the Debtors in their
restructuring efforts.

Care Level Management Group LLC listed assets of $1 million to $10
million and debts of $10 million to $50 million when it filed for
bankruptcy.  The Debtors' primary debt is a $7 million loan from
First Century Bank NA that matured in April 2008 and was
personally guaranteed by a number of the Debtors' principals.  
First Century's claims and liens was transferred to Steve Goldman,
one of the Debtors' principals, when he paid the bank loan in full
from his personal property.


CASH SYSTEMS: Sells Assets to Global Cash for $33 Million
---------------------------------------------------------
Cash Systems, Inc., and Global Cash Access, Inc. disclosed the
execution of a definitive agreement whereby GCA will acquire Cash
Systems for $0.50 per share.  The aggregate amount paid to Cash
Systems' stockholders, note holders and warrant holders, together
with Cash Systems' transaction expenses, is expected to be
approximately $33 million.

At the closing of the transaction, all of Cash Systems' issued and
outstanding shares of common stock will be converted into the
right to receive cash in the amount of $0.50 per share and all of
Cash Systems' outstanding convertible promissory notes and
warrants will be redeemed for the sum of $21 million plus accrued
but unpaid interest.

The transaction has been approved by the boards of directors of
both companies.

GCA will gain approximately 120 new customers as a result of the
acquisition.  The closing is presently anticipated to occur at the
end of July 2008, subject to the required approval of Cash
Systems' stockholders and customary and other closing conditions.  
GCA expects the transaction to have no material effect on GCA's
2008 operating income and to be modestly accretive in 2009.

"We are excited about the opportunities the acquisition of Cash
Systems provides for the continuation of our strategy of having
the scale required to compete effectively in the highly
competitive electronic payments market," GCA President and Chief
Executive Officer Scott H. Betts said.  "We believe this
acquisition provides us with unique synergies within the gaming
market and continues GCA's product innovation efforts, while
providing the growth and cross-selling potential that our
stockholders expect."

"I believe that this acquisition is a great opportunity for Cash
Systems and its customers. GCA will lend scale and resources to
continue to drive innovative products in the market," Cash Systems
Chairman and Chief Executive Officer Michael Rumbolz said.

Goldman, Sachs & Co. acted as financial advisor to GCA and
Morrison & Foerster LLP acted as legal advisor to GCA.  Deutsche
Bank Securities Inc. and Alpine Advisors LLC acted as financial
advisors to Cash Systems and Manatt, Phelps & Phillips LLP acted
as legal advisor to Cash Systems.

                    About Global Cash Access

Headquartered in Las Vegas, Nevada, Global Cash Access, Inc. --
http://www.globalcashaccess.com/-- a wholly owned subsidiary of  
Global Cash Access Holdings, Inc. (NYSE: GCA), provides cash
access and related services to the global gaming industry.  GCA
serves approximately 1,100 casinos and other clients in the U.S.,
Canada, Europe, the Caribbean and Asia.  GCA provides proprietary
technology that helps responsible patrons access cash via ATM,
debit card, check cashing and credit card cash advance
transactions for their casino entertainment.  GCA also provides
services that enhance casino marketing initiatives and credit
decision-making through its wholly owned subsidiary Central Credit
LLC, a credit decision-making tool that uses proprietary credit
bureau databases.

                        About Cash Systems

Based in Las Vegas, Cash Systems Inc. (Nasdaq: CKNN) --
http://www.cashsystemsinc.com/-- is a provider of cash-access and   
related services to the retail and gaming industries.  Cash
Systems' products include its proprietary cash advance systems,
ATMs and check cashing solutions.

Cash Systems Inc.'s consolidated balance sheet at March 31, 2008,
showed $58.2 million in total assets and $60.1 million in total
liabilities, resulting in a $1.9 million total stockholders'
deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
Virchow, Krause & Company LLP, in Minneapolis, expressed
substantial doubt about Cash Systems Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm pointed to the company's recurring operating losses,
negative cash flows from operations, negative working capital and
accumulated deficit.  

In addition, the holders of the company's Second Amended and
Restated Notes have the right to require the company to redeem a
portion of such notes on Oc. 10, 2008, in an amount not to exceed
$12.1 million in the aggregate, and will have the right to
accelerate the maturity of the outstanding balance of the Second
Amended and Restated Notes upon an event of default, including
following a delisting of the company's common stock from The
NASDAQ Global Market.

The company anticipates that its existing capital resources will
enable it to continue operations through approximately October
2008, unless prior to that date payments of certain other accrued
expenses are accelerated, the company's common stock is delisted
from The NASDAQ Global Market, and the company's note holders
elect to accelerate the maturity of the outstanding balance of the
Second and Amended and Restated Notes, or unforeseen events or
circumstances arise that negatively affect the company's
liquidity.

Management will need to take immediate steps to reduce operating
expenses, which may include seeking concessions from customers and
vendors in the meantime.  If it fails to raise additional capital
prior to the earlier of October 2008 and the occurrence of any of
these events, the company may be forced to cease operations.


CHASE FLEX: Fitch Junks Ratings on Seven Subordinate Bonds
----------------------------------------------------------
Fitch Ratings has taken these rating actions on the
mezzanine/subordinate bonds on the Chase Flex Trust transactions:

Series 2007-1
  -- Class M downgraded to 'B' from 'AA' and remains on Rating
     Watch Negative;

  -- Class B-1 downgraded to 'CCC/DR2' from 'A-';
  -- Class B-2 downgraded to 'C/DR6' from 'BB+';
  -- Class B-3 downgraded to 'C/DR6' from 'B';
  -- Class B-4 revised to 'C/DR6' from 'C/DR5'.

Series 2007-3
  -- Class I-M downgraded to 'B' from 'AA' and remains on Rating
     Watch Negative;

  -- Class I-B1 downgraded to 'CCC/DR2' from 'A';
  -- Class I-B2 downgraded to 'CC/DR3' from 'BBB';
  -- Class I-B3 downgraded to 'C/DR6' from 'BB';
  -- Class I-B4 downgraded to 'C/DR6' from 'B'.

The rating actions taken reflect Fitch's analysis of expected
default and loss from delinquent loans, in addition to projected
losses from the currently performing pool.  Fitch generates its
expectations using its ResiLogic default and loss model.  These
expectations are adjusted based on actual performance to-date
versus model projected performance.  The model incorporates the
impact of historical home price movements on mortgage performance,
in addition to projecting further stress for many regions of the
U.S.  The model also reflects the demonstrated high default rates
for loans that exhibit risk-layering.

The details of the application of ResiLogic to seasoned mortgage
pools will be described in research to be released shortly.

Fitch is completing its review of the 2005-2007 Alt-A transactions
in two separate phases.  This first phase, currently nearing
completion, has encompassed all mezzanine and subordinated bonds,
which are more immediately exposed to delinquency losses.  The
second phase, which will begin shortly, will be a review of all
the senior bonds that, in many instances, require additional cash
flow analysis to evaluate the risk of the various individual
classes within the senior tranche.  Most notably, the use of
super-senior structures will be considered in evaluating senior
bonds.


CHENIERE ENERGY: Board Approves Compensation of Directors
---------------------------------------------------------
The Board of Directors of Cheniere Energy, Inc. approved the
recommendation of the Governance and Nominating Committee to
compensate each non-employee director of the company $160,000 for
services for the period from the current year's Annual Meeting of
Stockholders (June 13, 2008) until the next year's Annual Meeting
of Stockholders.  Additional compensation of $20,000 for the
Annual Period was approved for the chairman of the Audit
Committee, the chairman of the Compensation Committee and the Lead
Director.  Additional compensation of $10,000 for the Annual
Period was approved for the chairman of the Governance and
Nominating Committee.  Compensation will be paid, at the election
of the director, either 100% in shares of the company's restricted
stock or 50% in cash and 50% in shares of restricted stock.  If a
director elects to receive 50% of his or her compensation in cash,
such cash payments will be made quarterly as of the 15th day of
August, November, February and May, beginning on Aug. 15, 2008.
Payment in the form of restricted stock will be made June 16,
2008, and the number of shares granted will be determined by the
closing price of the company's common stock as reported on the
American Stock Exchange on the Date of Grant.  Vesting of the
restricted stock will occur in full on the first anniversary of
the Date of Grant.  

          Amendment No. 3 to the 2003 Stock Incentive Plan

On Feb. 26, 2008, the Board unanimously approved Amendment No. 3
to the Cheniere Energy, Inc. Amended and Restated 2003 Stock
Incentive Plan.  Certain of the amendments effected by Amendment
No. 3 required approval by the company's stockholders pursuant to
Section 162(m) of the Internal Revenue Code.  The Board presented
Amendment No. 3 to the stockholders and recommended that the
stockholders approve Amendment No. 3 at the company's 2008 Annual
Meeting of Stockholders.  Amendment No. 3 received an affirmative
vote of the majority of the votes cast at the 2008 Annual Meeting
and was approved by the stockholders effective as of June 13,
2008.  Amendment No. 3 revises the company's 2003 Stock Incentive
Plan to provide:

   * no one participant shall be granted awards under the     
     company's 2003 Stock Incentive Plan during any calendar year
     covering or relating to more than 1,000,000 shares of common
     stock;

   * the maximum amount of cash that may be paid under an award to
     any one participant during a calendar year cannot exceed
     $10,000,000 in the aggregate;

   * expands the list of permissible business criteria pursuant to
     which Performance Awards (as defined in the 2003 Stock
     Incentive Plan) may be granted under the company's 2003 Stock
     Incentive Plan to include: earnings before taxes and
     depreciation; stock price measures (including growth measures
     and total stockholder return); and price per share of common
     stock; and

   * certain other technical amendments to the provisions of, and
     definitions used in, the company's 2003 Stock Incentive Plan.

In addition, Charif Souki was elected President of the company in
addition to his title of Chairman of the Board of Directors and
Chief Executive Officer.

                     About Cheniere Energy

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

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

                          *     *     *

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


CHRYSLER LLC: Denies Rumors of Possible Bankruptcy Filing
---------------------------------------------------------
The Deal's Maria Woehr reports that Chrysler LLC denied rumors
that it may file for Chapter 11 protection.  The Deal says a
Chrysler spokesperson told Reuters that the rumors were "without
merit" and that the third largest U.S. automaker had ample
liquidity.

According to Ms. Woehr, there have been rumors that Chrysler may
not have enough liquidity due to the downturn in auto sales, the
oil spike and the credit crunch.

Daimler AG also has said there are no signs that Chrysler LLC will
file for bankruptcy, Thomson Financial reports.

Daimler owns roughly 19% stake in Chrysler.  Cerberus Capital
Management LP borrowed roughly $7,000,000,000 to acquire about 81%
of Chrysler in August 2007.

The Deal relates that Daimler has reported that Chrysler lost $2.9
billion from when Cerberus Capital Management bought an 81% stake
in August 2007.

"I can clearly say that there are no signs at all that Chrysler
will file for Chapter 11," Thomson Financial quotes a Daimler
spokesman as saying.

Thomson Financial relates that shares in Daimler were lower in
afternoon deals on Thursday, as traders pointed to speculation
that Chrysler may face credit problems in the near future.

Cerberus has said early this year that Chrysler was exceeding most
of its financial targets.

Executive officer Robert Nardelli has set cost-cutting initiatives
to lessen the losses this year, which he expects will be lower
than 2007's $1.6 billion, John Lippey and Mike Ramsey of Bloomberg
News reports.

Mr. Nardelli aims to cut purchasing costs by 25% in three years,
insisting that Chrysler must buy the lowest global price for auto
parts. He also intends to restrict new models, eyeing only 51% of
new Chrysler models.

As disclosed in the Troubled Company Reporter on June 12, 2008,
Mr. Nardelli insisted the company is in good shape with $9 billion
in cash at the end of 2007, Mike Ramsey of Bloomberg News, citing
a CNBC interview, reports.  Mr. Nardelli says he is leading to get
the automaker through 2008 and make it better positioned to 2009.

Bloomberg News say Chrysler had reported a $1.6 billion operating
loss for 2007 and a $650 million net loss for 2006.

As related in the Troubled Company Reporter in December 2007, the
Wall Street Journal quoted Mr. Nardelli describing Chrysler LLC as
"operationally" bankrupt.  The only thing, Mr. Nardelli relates,
that is keeping Chrysler from going into bankruptcy is the
$10 billion investors entrusted the automaker with.

Bloomberg reports that shareholder Cerberus Capital Management LP
is not regretting its investment in Chrysler, stating that the
company is hitting its financial targets.

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

                            *     *     *

As reported in the Troubled Company Reporter June 24, 2008,
Moody's Investors Service affirmed the B3 Corporate Family Rating
and Probability of Default Rating of Chrysler LLC, but changed the
outlook to negative from stable.  The change in outlook reflects
the increasingly challenging environment faced by Chrysler as the
outlook for US vehicle demand falls, and as high fuel costs drive
US consumers away from light trucks and SUVs, and toward more fuel
efficient vehicles.

Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.

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


CHRYSLER LLC: Steep Sales Decline Cues Fitch to Cut Rating to B-
----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Chrysler
LLC to 'B-' from 'B'.  The Rating Outlook is Negative.  The
downgrade reflects the steep decline in Chrysler's sales resulting
from weak economic conditions, high fuel prices, and an
accelerating shift to fuel-efficient vehicles.  In the event that
2009 industry sales remain flat with depressed 2008 levels,
negative cash flows could result in Chrysler's liquidity position
reaching minimal required levels in late 2009.  Cost reduction
efforts have been aggressive, but have simply not been able to
keep up with the pace of declining sales volumes.

Despite weakening economic conditions in the U.S. market, Chrysler
was expected to get a degree of unit volume and revenue support
from a revamped minivan product, the new Dodge Journey crossover,
and a refreshed Dodge Ram pickup.  Minivan volumes, however, have
been impacted by a continuing decline in the category, as well as
a planned pruning of the product line and lower fleet sales.
Recessionary conditions in the housing market, as well as fuel
price concerns, will weaken the impact of the Dodge Ram
reintroduction this fall.  The decline in industry pickup sales is
also affected by a secular market shift away from pickups,
confirming that the timing and extent of a recovery in this key
segment remain uncertain.  International sales continue to grow at
a healthy rate, benefiting unit sales and capacity utilization.

Revenue pressures are compounded by the unrelenting rise in
commodity prices, primarily steel.  Current market conditions
indicate that steel price contracts may continue to rise over the
near term - costs that Chrysler is unlikely to recoup through
pricing.  Although Chrysler has been aggressive in reducing its
fixed costs, margin pressures will result in continuing cash
drains through 2009.

Chrysler's product pipeline over the near term is relatively
modest, indicating that the company's lineup may remain misaligned
with the market.  Limited cash resources and capital constraints
remain a distinct competitive disadvantage in a period of rapid
product migration and technological change.  Alliances are likely
to be a primary goal in order to offer a complete product array to
the market, leverage Chrysler's tangible and intangible assets,
and reduce capital investment requirements.

Fitch is also concerned with the uncertainty in the capital
markets, particularly that of the securitization market.  Rising
industry delinquencies and loss severities on auto loans are
expected to continue through 2008, particularly related to SUV and
pickup loans.  Sustained lack of liquidity on an economic basis in
this market could reduce the availability of retail financing and
strike a further blow to industry volumes.  In this scenario, the
IDR of Chrysler could be reviewed with an expectation of a
downgrade to 'CCC'.

Chrysler's liquidity remains adequate for the short term, but
could reach minimum required levels in late 2009 if the market
remains flat with 2008 levels.  Aggressive headcount cuts and
other cost reduction efforts have meaningfully lowered Chrysler's
fixed cost structure, although benefits will not be realized until
market volumes stabilize.  Liquidity has been boosted by drawing
the company's $2 billion delayed-draw term loan, but asset sale
and new financing opportunities are limited.  In 2010, Chrysler
will begin to realize benefits from the recent UAW healthcare
agreement, and could benefit from any rebound in economic
conditions.

Fitch has downgraded these:
  -- IDR to 'B-' from 'B';
  -- Senior secured first-lien bank loan to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured second-lien bank loan to 'CCC/RR6' from
     'CCC+/RR6'.


CITIGROUP MORTGAGE TRUST: Moody's Junks Ratings of Five Tranches
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of seven
tranches issued in two transactions from the Citigroup Mortgage
Loan Trust SHL shelf and confirmed three ratings in one
transaction.  The collateral backing each tranche consists
primarily of first lien adjustable-rate and fixed-rate "scratch
and dent" mortgage loans.

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 level of credit
enhancement, collateral characteristics, pool-specific historical
performance, quarter of origination, and other qualitative
factors.

Complete rating actions are:

Issuer: Citigroup Mortgage Loan Trust 2006-SHL1

  -- Cl. M-3, confirmed at A3
  -- Cl. M-4, confirmed at Baa1
  -- Cl. M-5, confirmed at Baa2
  -- Cl. M-6, downgraded from Baa3 to B1

Issuer: Citigroup Mortgage Loan Trust 2007-SHL1

  -- Cl. M-1, downgraded from Aa2 to Ba1
  -- Cl. M-2, downgraded from A2 to Caa3
  -- Cl. M-3, downgraded from A3 to Ca
  -- Cl. M-4, downgraded from Baa1 to Ca
  -- Cl. M-5, downgraded from Baa2 to C
  -- Cl. M-6, downgraded from Baa3 to C


CITIZEN SMITH: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Citizen Smith LLC
                1600 and 1602 North Cahuenga Boulevard
                Hollywood, CA 90028

Case Number: 08-19197

Involuntary Petition Date: June 25, 2008

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Petitioners' Counsel: Steven T. Gubner, Esq.
                      (sgubner@ebg-law.com)
                      Ezra Brutzkus & Gubner
                      21650 Oxnard Street, Suite 500
                      Woodland Hills, CA 91436
                      Tel: (818) 827-9000
                      Fax: (818) 827-9099

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Thomas Schoos Design Inc.      Goods and Services       $120,000
8271 Santa Monica Boulevard
Los Angeles, CA 90046-5956

Jennings, Steine & Co.         Accounting Services       $85,533
12100 Wilshire Blvd Ste 400
Los Angeles, CA 90025

Mike Brooks                    Services                  $59,900
4322 Cezanne Avenue
Woodland Hills, CA 91364

VJ Glass, Mirror LLC           Goods and Services         $3,500
416 S Victory Boulevard
Burbank, CA 91502

G & E Welding Inc.             Goods and Services         $3,400
7261 Hinds Avenue
North Hollywood, CA 91605


COMM 2004-RS1: S&P Chips Rating to BB+ on Class G Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage-related securities from COMM 2004-
RS1 and removed them from CreditWatch with negative implications,
where they were placed on May 28, 2008.  Concurrently, S&P
affirmed its ratings on nine classes and removed six of these
ratings from CreditWatch with negative implications.
     
The lowered and affirmed ratings follow a full analysis of the
transaction, including an examination of the current credit
characteristics of the assets and the transaction's liabilities.  
The review incorporated Standard & Poor's revised recovery rate
assumptions for commercial mortgage-backed securities.
     
According to the June 4, 2008, trustee report, the transaction's
current assets included 19 classes ($85 million, 25% of total
assets) of  pass-through certificates from 11 distinct CMBS
transactions issued in either 2001 or 2004.  None of the CMBS
transactions represent an asset concentration of 10% or more.  The
current assets also included six classes ($260 million, 75% of
total assets) of commercial real estate collateralized debt
obligation bonds from Marquee 2004-1 Ltd., which is not rated by
Standard & Poor's.  The aggregate principal balance of the assets
and liabilities each totaled $345 million, down slightly from
$345.5 million at issuance.  This reduction was due to principal
paydown of the collateral.  The transaction has realized no
principal losses to date, and none of the current assets are
first-loss CMBS assets.
     
S&P's analysis indicates that the current asset pool exhibits
average credit characteristics consistent with 'A-' rated
obligations.  Standard & Poor's rates $71 million (21%) of the
assets.  S&P reanalyzed its outstanding credit estimates for the
remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
and affirmed ratings.

       Ratings Lowered and Removed from Creditwatch Negative

                           COMM 2004-RS1
               Commercial mortgage related securities

                                   Rating
                                   ------
                      Class    To           From
                      -----    --           ----
                      A        AA           AAA/Watch Neg     
                      B1       A-           AA/Watch Neg
                      B2       A-           AA/Watch Neg           
                      C        BBB+         AA-/Watch Neg
                      D        BBB          A/Watch Neg
                      E        BBB-         A-/Watch Neg
                      F        BBB-         BBB+/Watch Neg
                      G        BB+          BBB-/Watch Neg

       Ratings Affirmed and Removed from Creditwatch Negative

                           COMM 2004-RS1
               Commercial mortgage-related securities

                                  Rating
                                  ------
                     Class    To           From
                     -----    --           ----
                     H        BB+          BB+/Watch Neg
                     J        BB           BB/Watch Neg
                     K        BB-          BB-/Watch Neg
                     L        B+           B+/Watch Neg
                     M        B            B/Watch Neg
                     N        B-           B-/Watch Neg

                         Ratings Affirmed

                           COMM 2004-RS1
              Commercial mortgage related securities
              
                         Class    Rating
                         -----    ------
                         IO1      AAA
                         IO2      AAA
                         XP       AAAf


COMMODORE CDO: Moody's Junks Two 2038 Floating Rate Notes
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings on these
notes issued by Commodore CDO II Ltd.

Class Description: $186,000,000 Class A-1MM Floating Rate Notes
due December 2038

  -- Prior Rating: Aaa
  -- Current Rating: A2

Class Description: $37,800,000 Class A-2(a) Floating Rate Notes
due December 2038

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B1

Class Description: $1,200,000 Class A-2(b) 4.74% Fixed Rate Notes
due December 2038

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: B3

Class Description: $48,600,000 Class B Floating Rate Notes due
December 2038

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Caa3

Class Description: $12,750,000 Class C Floating Rate Notes due
December 2038

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

Additionally, Moody's has withdrawn the rating on these notes:

Class Description: $186,000,000 Class A-1MM Floating Rate Notes
due December 2038

  -- Prior Rating: P-1
  -- Current Rating: WR

According to Moody's, the downgrade rating actions are the result
of deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.  Also according to Moody's, the short term
rating assigned to the CP Notes were based on the existence of a
put agreement provided by a Prime-1 rated third party.

The notes have been re-issued with the put provider as both the
investor and the put counterparty.  Where the put provider is also
the holder of the notes, it is Moody's view that the put agreement
ceases to be relevant.  Accordingly, Moody's has withdrawn its
short-term ratings on these notes.


COMPUCOM SYSTEMS: Getronics Buyout Does Not Affect S&P's Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it does not expect
CompuCom Systems Inc.'s (B+/Stable/--) June 23, 2008, announcement
that it will acquire the North American operations of Getronics
N.V. to have an impact on its ratings or outlook.  The acquisition
is expected to improve CompuCom's market position as a provider of
information technology outsourcing solutions by expanding the
company's presence within Fortune 500 companies.  Pro forma 2007
revenue for the combined entity would have amounted to about
$2.1 billion compared to approximately $1.7 billion generated by
CompuCom in fiscal 2007.  
     
S&P expect CompuCom to fund the acquisition with a combination of
debt and equity financing.  Pro forma operating lease-adjusted
total debt to EBITDA is expected to improve modestly to the high-
4x area, down from the low-5x area, as a result of the
acquisition.  At March 31, 2008, CompuCom had a cash balance
of about $10 million.


CORINTHIAN CUSTOM: Lands Under Foreclosure
------------------------------------------
Jenny Burns of the Nashville Business Journal reports that
Corinthian Custom Homes' land is in the process of foreclosure.  
Foreclosures started June 1 for Corinthian's land in five counties
-- Davidson, Williamson, Maury, Wilson and Rutherford, according
to the report. Corinthian owned at least 179 lots when it filed
for bankruptcy.

Based in Franklin, Tennessee, Corinthian Custom Homes, Inc. --
http://www.corinthiancustomhomes.com/-- is a home builder.  It   
filed for Chapter 11 protection on Feb. 8, 2008 (Bankr. M.D.Tenn.,
Case No. 08-01010).  Robert James Gonzales, Esq., Robert J.
Mendes, Esq., and Robin Bicket White, Esq. at MgLaw, P.L.L.C.
represent the Debtor in its restructuring efforts.  When the
company filed for bankruptcy it listed $1 million to $100 million
assets and liabilities.  The U.S. Trustee filed a motion on March
28 to convert the bankruptcy case to Chapter 7.


COUNTRYWIDE FINANCIAL: BofA to Reduce 7,500 Jobs as Part of Merger
------------------------------------------------------------------
Bank of America Corporation anticipates eliminating about 7,500
positions as part of its combination with Countrywide Financial
Corporation.  The reductions will take place throughout the
country within the next two years.  The company will begin
notifying affected associates in the third quarter.  

Most of the reductions will occur in instances where the two
companies have significant overlap in staff support.  Bank of
America will continue to monitor market conditions and make
adjustments as appropriate.

Final decisions on all specific associate groups and locations
have not been made.  

Eligible associates will be offered severance packages.  Bank of
America will work with state and local officials to support job
placement, training and other means to assist in the transition
process.

BofA plans to complete the purchase of Countrywide Financial on
July 1 subject to customary closing conditions.  Countrywide
shareholders' decision to approve the transaction on Wednesday
marks the last significant approval necessary for the purchase to
move forward.

During the next several months, work will be under way to
integrate the two companies.  BofA expects substantial cost
savings.

                      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.


CWABS TRUST: Moody's Junks Ratings of 15 Tranches Issued
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 21
tranches issued in five transactions from the CWABS Asset-Backed
Notes Trust QH, QX, SEA and SD shelves.  The collateral backing
each tranche consists primarily of first lien adjustable-rate and
fixed-rate "hard money", seasoned and "scratch and dent" mortgage
loans.

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 deals originated
since 2004 are exhibiting higher than expected rates of
delinquency, foreclosure, and REO.  The rating adjustments will
vary based on level of credit enhancement, collateral
characteristics, pool-specific historical performance, quarter of
origination, and other qualitative factors.

Complete rating actions are:

Issuer: CWABS Asset-Backed Certificates Trust 2006-QH2

  -- Cl. M-1, downgraded from Aa2 to Baa1
  -- Cl. M-2, downgraded from A2 to Caa1
  -- Cl. M-3, downgraded from Baa2 to Caa3
  -- Cl. B-1, downgraded from Baa3 to Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-QH1

  -- Cl. M-3, downgraded from A2 to Ba3
  -- Cl. M-4, downgraded from Baa2 to Caa3
  -- Cl. B-1, downgraded from Baa3 to Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-QH2

  -- Cl. M-3, downgraded from A2 to Caa1
  -- Cl. M-4, downgraded from Baa2 to Ca
  -- Cl. B-1, downgraded from Baa3 to C

Issuer: CWABS Asset-Backed Certificates Trust 2007-QX1

  -- Cl. M-3, downgraded from A1 to Baa3
  -- Cl. M-4, downgraded from A2 to B2
  -- Cl. M-5, downgraded from Baa1 to Caa1
  -- Cl. M-6, downgraded from Baa2 to C
  -- Cl. M-7, downgraded from Baa3 to C
  -- Cl. B-1, downgraded from Ba2 to C

Issuer: CWABS Asset-Backed Certificates Trust 2007-SEA1

  -- Cl. 2-M-3, downgraded from A1 to Baa2
  -- Cl. 2-M-4, downgraded from A2 to B2
  -- Cl. 2-M-5, downgraded from Baa1 to Caa1
  -- Cl. 2-M-6, downgraded from Baa2 to Ca
  -- Cl. 2-B-1, downgraded from Baa3 to C


DAVID VOLKMAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: David O. Volkman
         Lois A. Volkman
         dba Volkman Reliance, LLC
         W14693 State Road 54
         Galesville, WI 54630

Bankruptcy Case No.: 08-13223

Chapter 11 Petition Date: June 24, 2008

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Galen W. Pittman, Esq.
                  Attorney at Law
                  300 N. 2nd Street
                  Suite 210
                  P.O. Box 668
                  La Crosse, WI 54602-0668
                  Tel: 608-784-0841
                  galenpittman@centurytel.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

Debtors' list of their 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Citi Cards                                              $23,240
P.O. Box 688903
Des Moines, IA 50368

CitiCorp Credit Services                                $23,188
P.O. Box 140516
Toledo, OH 43614

AMEX                                                    $22,814
P.O. Box 297812
Ft. Lauderdale, FL 33329

Associated Card Services                                $20,240

Discover Financial Services                             $19,126

Bank of America                                         $18,524

Washington Mutual/Providian                             $14,545

HSBC/Menards                                            $12,235

Chase                                                   $12,216

XCel Energy                                             $10,837

HSBC Bank                                               $10,740

NCO Financial Systems                                   $10,561

GC Services                                              $8,596

Corporate Receivables Inc.                               $7,648

Capital One                                              $5,628

RBS Citizens, NA                                         $5,430

CitiFinancial Retail Service                             $4,053

THD/CBSD                                                 $2,984

City of Winona                                           $1,797

Kwik Trip                                                $1,529


DEATH ROW: Court OKs $24MM Sale of Music Assets to Global Music
---------------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California approved a sale of Death Row
Records Inc.'s music assets to Global Music Group Inc. for
$24 million cash, Jamie Mason of The Deal reports, citing Ashleigh
Danker, Esq., at Kaye Scholer LLP, counsel to chapter 11 trustee
R. Todd Neilson.

The sale hearing was held on June 24, 2008, right after the
auction, according to the report.  During the auction, Global
Music won over the $23 million offer of stalking-horse bidder,
Entertainment One Ltd., The Deal says.  Parties intend to close
the sale as soon as possible, the report adds.

Included in the assets sold are the Debtor's trademarks,
copyrights, inventory and accounts receivable, videos, master
recordings, compositions, digital and merchandise rights, artist
agreements and certain liabilities, The Deal said.  Rapper Tupac
Shakur's $100,000 worth of unreleased music material is also part
of the deal, The Deal notes.

Kathleen March, Esq., at the Bankruptcy Law Firm PC is counsel to
Global One.

                  Sale to Warner Music Halted

The Troubled Company Reporter said on March 27, 2008, that Mr.
Neilson withdrew his request for approval of bidding procedures
related to the auction of the Debtor's assets.  Mr. Neilson,
however, indicated he plans to re-file the request soon.

On Feb. 8, 2008, the TCR related that although Mr. Neilson had
received a $25 million cash offer from Warner Music Group Corp.,
which was declared lead bidder, to buy all of the record label's
assets, including all recorded music and publishing rights, the
chapter 11 trustee wanted to see if there were higher and better
offers.  So he set an auction for the Debtor's assets.  Bid
deadline was originally scheduled for April 11 and the auction
for April 24.

                        About Death Row

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq.,
at Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as chapter 11 Trustee for the Debtors' estate.
When the Debtors filed for protection from their creditors,
they listed total assets of $1,500,000 and total debts of
$119,794,000.


DELAWARE TIERS: Moody's Cuts Rating of $16.65MM Certs to B1
------------------------------------------------------------
Moody's Investors Service has downgraded its rating of these
certificates issued by Delaware TIERS Fixed Rate Credit-Backed
Trust, Series 2004-34:

Class Description: Trust Certificates Series 2004-34, U.S.
$16,650,000 Certificates

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1

Moody's explained that the rating action reflects deterioration in
the credit quality of the transaction's underlying reference
portfolio, which consists primarily of corporate securities.


DELPHI CORP: Committees Can Intervene in Appaloosa $2.55BB Lawsuit
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has allowed the two statutory committees in Delphi Corp. and its
debtor-affiliates' Chapter 11 cases to intervene in the  
$2,550,000,000 lawsuit against Appaloosa Management, LP, et al.

Like the Official Committee of Unsecured Creditors, the Official
Committee of Equity Shareholders sought the Court's authority to
intervene in both of Delphi's adversary proceedings against
UBS Securities, LLC, and Appaloosa Management and seven other
parties.

Unsecured creditors, whose interests are represented by the
Creditors Committee, are expected to receive full recovery, in
the form of shares of new common stock of reorganized Delphi, and
equity holders will receive pro rata distribution of the new
stock, pursuant to the terms of Delphi's plan of reorganization,
which was already confirmed by the Court.  Delphi, however, has
been unable to implement the terms of the Plan after Appaloosa,
et al., backed out from their commitment to invest $2,550,000,000
in Delphi.

The Equity Committee sought the Court's approval to participate
fully in the discovery process, the scheduled depositions, and in
any settlement discussions related to the Adversary Proceedings.  
According to the Equity Committee's counsel, Peter R. Jerde,
Esq., at Gregory P. Joseph Law Offices LLC, in New York, noted
that the Equity Committee represents the interests of equity
security holders and acts on their behalf.  It is obliged to
protect the interests of its constituency.  Full participation of
the Committee in all aspects of the Adversary Proceedings is
necessary to protect its constituency's interests, Mr. Jerde
said.

In a stipulation approved by the Court, Delphi has agreed to the
intervention of the Committees.  The terms agreed by the parties
include:

    -- The Committees will receive all pleadings and may
       participate in the discovery process;

    -- The Committees may file and respond to pleadings,
       motions, and memoranda or law, subject to consultation
       with, and advanced notice to Delphi;

    -- The Committee may be heard on any matter before the Court
       in hearings and trials, provided that Delphi will have the
       right to take lead on those matters; and

    -- The Committees may participate in any settlement
       discussions; Delphi will consult the the Committees in
       advance, making offers or counter-offers of settlement or
       accepting any offers of settlement.

      Plan Investors Want Dismissal of Adversary Proceedings

A. UBS Securities

James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton LLP,
in New York, relates Delphi are blaming UBS and the other plan
investors named for its inability to obtain exit financing
commitments consistent with the terms of the Equity Purchase and
Commitment Agreement dated August 3, 2007.

According to Mr. Bromley, Delphi's failure to meet the conditions
precedent of the EPCA was incontrovertibly established by the
Court's finding that the financing proposal with General Motors
Corporation, offered for approval by Delphi, was inconsistent
with the terms of the EPCA because it was outside of Delphi's
ordinary course of business and thus barred by Section 5(p)(ii)
of the EPCA.

Mr. Bromley asserts that pursuant to Rule 12(b)(6) of the Federal
Rules of Civil Procedure, while a court "must accept as true all
of the well-pleaded facts and consider those facts in the light
most favorable to the plaintiff", a complaint should be dismissed
when "it appears beyond doubt that the plaintiff can prove no set
of facts in support of his claim which would entitle him to
relief."

Mr. Bromley alleges that aside from Delphi's breach of the EPCA,
several more factors constitute valid grounds why Delphi's
complaints must be dismissed:

   (i) the EPCA unambiguously provides for monetary damages,
       giving Delphi an adequate remedy at law that negates its
       equitable claim as provided for by Section 11(b)(w)(x) of
       the EPCA, which provides that the aggregate liability of
       the the Investors for any reason, including, for any
       willful breach, for any act or omission occurring on or
       prior to December 10, 2007, will not exceed $100,000,000,
       and for any acts occurring thereafter, will not exceed
       $250,000,000, and that the liability will be on a joint
       and several basis, provided that the aggregate liability
       of UBS will not exceed $16,358,805;      

  (ii) Delphi is judicially estopped from alleging that the EPCA  
       permits specific performance provision to determine a
       Plan Investor's breach.  Delphi has admitted in Court that
       specific performance under the EPCA is not available.  If
       the Debtors succeed in the litigation against the Plan  
       Investors, the EPCA expressly caps the Plan Investors'
       liability for breach at $100,000,000.  Therefore, an
       attempt to enforce the EPCA against the wishes of the Plan
       Investors will yield  a maximum recovery of $100,000,000
       to the estates;

(iii) Delphi fails to state a claim for specific performance, as  
       Delphi does not allege that it is presently ready, willing  
       and able to perform under the EPCA.  Delphi in fact
       admits that it is not.  Specific performance is only
       available under New York law if (1) there is a valid
       contract; (2) the moving party has substantially performed
       under the contract and is willing and able to perform its  
       remaining obligations; (3) the opposing party is able to
       perform its obligations; and (4) the moving party has no
       adequate remedy at law.  Accordingly, where a plaintiff is
       unable to perform its obligations under a contract, or
       cannot show that it is in a position to perform its
       obligations, specific performance is unavailable as a  
       remedy; and

  (iv) Delphi's own actions prevent it from performing all of the
       conditions to the EPCA.  It is simply not enough that a
       party seeking specific performance establishes that
       it was ready, willing, and able to perform at some date in     
       the past.  In order to receive of specific performance,    
       the party seeking it must be able to demonstrate that it
       continues to be in a position to uphold its end of the
       bargain.

B. Appaloosa

Representing Appaloosa Management L.P. and A-D Acquisition
Holdings LLC, J. Christopher Shore, Esq., at White & Case LLP, in
New York, relates that Delphi's complaint is an attempt to evade
the terms of its bargain in its bankruptcy case and divert
attention from its strategies that failed.

Appaloosa seeks the dismissal of the Adversary Proceeding, citing
Delphi's failure to state a claim for relief.  "If it is clear
that Delphi has failed to provide grounds upon which its claim
rests through factual allegations sufficient to raise a right to
relief above the speculative level, the Court should dismiss the
complaint", Mr. Shore argues.

To recall, Delphi's adversary proceedings were lobbied as (i) a
claim against all investors for the breach of the EPCA, (ii) a
claim against all defendants under Section 1142 of the Bankruptcy
Code, (iii) a claim against all defendants for equitable
subordination and disallowance of their claims in Delphi's
Chapter 11 case, (iv) a claim for relief against the commitment
parties for breach of certain Commitment Letter Agreements
effective December 10, 2007, and (v) a claim for relief against
Appaloosa for fraud.

Mr. Shore asserts the adversary proceeding against Appaloosa
should be dismissed on these grounds:

   (i) Delphi has failed to plead that it is ready willing and
       able to close.  Under New York law, a plaintiff must be
       ready, wiling and able perform the contract when the
       judgment is rendered.  Delphi's request for the relief of
       specific performance is sufficient for this motion to
       dismiss to stand.

  (ii) Delphi has pleaded its failure to satisfy at least two
       conditions of the EPCA

        (1) The GM Agreement Condition

            One of Delphi's  covenants in the EPCA is that it
            will not enter into any other agreement with GM that
            (a) is materially inconsistent with EPCA, (b) is
            outside the ordinary course of business, or (c) the
            terms of which will have a material impact on the
            investors' proposed investment in the company.  The
            Court has found that a proposed transaction with GM
            involving the acceptance of up to $2,000,000,000 of
            new notes will be outside the ordinary course of
            business.

        (2) The Alternate Transaction Condition

            Section 9(a)(v) of the EPCA provides that an express    
            condition to the Plan Investors' obligations to
            consummate the EPCA is that Delphi will not have
            "taken any action to seek any Bankruptcy Court
            approval relating to any Alternate Transaction."  
            Alternate Transaction is defined as "any plan,
            proposal, offer or transaction that is inconsistent
            with the EPCA."

       Delphi failed to sufficiently plead waiver or estoppel of
       either of the 2 conditions.  Delphi's assertion that the
       Plan Investors "waived" any conditions to the EPCA is
       directly contradicted by the parties' express agreement in
       Section 18 of the EPCA that the EPCA's terms and
       conditions may be waived only by a written instrument
       signed by all of the parties.  Despite the  fact that it
       is New York law that written waiver requirements are
       enforceable, Delphi has not plead the existence of any
       written waiver.
       
(iii) The claims under the Commitment Letters fail when the
       claim under the EPCA fails.  The AMLP Commitment Letter
       states, in relevant part: "Our commitment to fund the
       Investor's Purchase Obligation is subject to the
       satisfaction, or waiver in writing by AMLP and the
       Investor, of all of the conditions, if any, to
       the Investor's obligations at the time contained in the
       [EPCA]."  Each of the Commitment Parties' commitments to
       fund under the Commitment Letters is expressly qualified  
       by the requirement that all of the conditions to the EPCA
       either be satisfied or waived in writing.  Because Delphi
       has pleaded the failure of conditions to the Plan
       Investors' obligations to consummate the EPCA, the Court
       must also dismiss the Second Claim for Relief for failure
       to state a claim for relief.

  (iv) The Court should not permit claims waived in the
       contracts.  Even if the Court does not dismiss Delphi's  
       two breach of contract claims in their entirety, it should
       strike any claims for damages which are precluded by the
       express terms of the EPCA and the Commitment Letters.  As
       noted, the parties' contracts contain clauses expressly
       limiting the amount and type of damages available for
       breaches.  Because these types of clauses are enforceable
       under New York law, the Court should strike any demands in
       the Complaint for damages which exceed the parties' agreed
       limitations on liability.

   (v) The Third Claim is duplicative.  Delphi repeats and re-
       alleges that the First and Second Claims, adding only the
       request that the Court "exercise its authority under
       Section 1142 of the Bankruptcy Code, to order defendants
       to comply with their obligation under the Plan, the [EPCA]
       and the Commitment Letter Agreements."  The Third Claim is
       an open plea for the Court to use its equity to craft a
       deal that Delphi was unable to obtain negotiations.

Delphi alleged that Appaloosa Management repeatedly represented
to Delphi that it was committed to providing the equity financing
necessary for the consummation of the Plan, when in fact, AMLP
allegedly had decided to avoid its commitments.  According to
Mr. Shore, to plead a cause of action for fraudulent inducement,
Delphi must allege:

   (a) a misrepresentation or material omission of fact,

   (b) which was false and known to be false by the party making
       the misrepresentation,

   (c) made for the purpose of inducing Delphi to rely upon it,

   (d) reasonable or justifiable reliance by Delphi on the
       misrepresentation or material omission, and
   
   (e) resulting injury.

Each of these statements, Mr. Shore asserts, must be pleaded with
particularity in accordance with Rule 7009 of the Federal Rules
of Bankruptcy Procedure, which incorporates Rule 9(b) of the
Federal Rules of Civil Procedure.  To satisfy Rule 9(b)'s
pleading requirements for fraud, a complaint must (1) specify the
statements that the plaintiff contends were fraudulent, (2)
identify the speaker, (3) state where and when the statements
were made, and (4) explain why the statements were fraudulent.  

Delphi has failed to meet many, if not all of the relevant
pleading requirements under the New York law and the Federal
Rules, Mr. Shore contends..

C. Goldman Sachs

Goldman Sachs, & Co. joins Appaloosa in seeking the dismissal of
the adversary proceeding filed against them.  It is apparent from
the face of the documents submitted that Delphi never satisfied
the conditions for closing under the investment Agreement,
therefore, all of Delphi's claims against Goldman Sachs and the
other investors should be dismissed, asserts Robinson B. Lacy,
Esq., at Sullivan & Cromwell LLP, in New York.

Mr. Lacy, however, clarifies that Goldman Sachs was not party to
the other defendants' common interest agreement, and it stood
ready to perform on condition that ADAH performed, as the EPCA
expressly makes Goldman Sachs' obligation contingent upon the
performance by Delphi and the other investors.  Mr. Lacy notes
that Delphi admits that ADAH -- not Goldman Sachs -- terminated
the EPCA based on certain conditions that Delphi determined had
not been fulfilled.

Mr. Lacy contends that Goldman Sachs never breached the EPCA
where conditions precedent to its performance were not satisfied.  
Goldman Sachs is not responsible for Delphi's subsequent
termination of its debt financing commitment, which resulted in
Delphi's difficulty to satisfy its own obligations for a closing
under the investment agreement.  There is no legal or contractual
basis for Delphi's claims for specific performance or equitable
subordination against Goldman Sachs, Mr. Lacy argues.

Furthermore, the complaints hardly mention Goldman Sachs at all.
Rather, virtually all of the allegations describe alleged conduct
by Delphi, Mr. Lacy says.  He adds that in its motion, Delphi
clarified that the term "Plan Investors" will not include Goldman
Sachs to describe positions of or actions of the other
defendants.

D. Harbinger and Pardus

Harbinger Del-Auto Investment Company, Harbinger Capital Partners
Master Fund I, Ltd., Pardus DPH Holding LLC and Pardus Special
Opportunities Master Fund L.P., aver that contrary to Delphi's
contentions that the Plan Investors' refusal to close on April 4,
2008 constituted breach, Delphi has failed to plead facts showing
that the Plan Investors breached the EPCA willfully or otherwise.

Terence K. McLaughlin, Esq., at Willkie Farr & Gallagher LLP in
New York, asserts Delphi's claim for specific performance against
Harbinger Del-Auto and Pardus DPH must be dismissed because:

   (1) the remedy of specific performance is not available where
       there is an adequate remedy at law, where the relief
       sought is the payment of money,

   (2) the EPCA's unambiguous language that the parties agreed to
       limit liability to a specific amount of damages, does not
       permit specific performance,

   (3) Harbinger Del-Auto and Pardus DPH, two of the Plan
       Investors who are parties to the EPCA, are shell entities
       which cannot perform under the EPCA, thus according to the
       terms of the EPCA, precluding order of specific
       performance against any of the defendants, and

   (4) Delphi does not, and cannot allege that it is ready,
       willing and able to perform its obligations under the
       EPCA.

With respect to Delphi's premise that Harbinger and AMLP breached
their obligations under their Commitment Letters, Mr. McLaughlin
asserts Delphi's claim for specific performance under the
Commitment Letters must be dismissed because:

   (a) the unambiguous language of the Commitment Letters limits
       Delphi remedies for a purported breach of the Commitment
       Letters to monetary damages only thus foreclosing the
       remedy of specific performance, and

   (b) the Court cannot pierce the corporate veil where Delphi
       knowingly contracted with asset-less corporations, and
       where its allegations are insufficient to state a claim
       for veil piercing under applicable New York law.
   
Moreover, according to Mr. McLaughlin, Delphi has failed to plead
facts showing that the equitable remedy of equitable
subordination and disallowance is available under Harbinger
Capital and Pardus Fund, the holders of the claims and interests
in Delphi, or that their conduct was inequitable.  Without a
valid breach of contract claim against Harbinger Capital and
Pardus Fund, there is no basis upon which Delphi can assert an
equitable subordination and disallowance against them,
Mr. McLaughlin contends.

E. Merrill Lynch

Merrill Lynch, Pierce, Fenner & Smith Incorporated, join in
Appaloosa's request for dismissal of the Adversary Proceedings.
Marc Falcone, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, in New York, reiterates Delphi's complaints should be
dismissed because:

   (1) Delphi admits it did not comply the two express closing
       conditions in the EPCA.  These were material components  
       of the EPCA that had substantial economic significance to
       Merill and the other investors;

   (2) The EPCA prevents remedy of specific performance that
       Delphi seeks against any of the investors.  This is
       because (i) of the damages cap in Section 11(b) of the
       EPCA, (ii) Delphi cannot compel at least three of the
       Investors to close because they were shell entities
       without funding except for the limited funds their
       affiliated entities were obliged to provide, (iii)
       specific performance is not available because money
       damages are an adequate recovery for the injuries alleged
       by Delphi, and (iv) specific performance is not available
       to a plaintiff who simply wants to use it to attempt an   
       end run around a contractual damages cap;

   (3) Delphi does not permit the specific performance recovery
       that it seeks, and Delphi does not alter the rights
       and obligations of the parties of the EPCA;

   (4) Delphi alleges no facts warranting the equitable
       subordination or disallowance of Merrill's claims against
       the Delphi estate;

Mr. Falcone argues that Delphi's claim for breach or contract
should be dismissed because its intention to close based on
$2,000,000,000 exit financing from General Motors Corporation
would have been a clear breach of Section 5(p) of the EPCA.  He
asserts (i) Section 5(p) restricted transactions between Delphi
and GM prior to the Closing Date, and (ii) the exit financing
proposal sought by Delphi is inconsistent with Section 9(v) of
the EPCA.

Delphi's own admission in Court that it is not presently ready,
willing and able to close on the EPCA also serves as a premise
why its claim for specific performance of the EPCA should be
dismissed, Mr. Falcone says.

Delphi's claims does not warrant equitable subordination,
Mr. Falcone avers.  In order for Delphi to prevail against
Merrill for equitable subordination, Delphi must show that
Merrill engaged in inequitable conduct that resulted in injury to
creditors or conferred an unfair advantage on Merrill.  Delphi
fails to allege any facts creating fiduciary relationship between
Merrill and Delphi, but Delphi's allegation of a fiduciary
relationship is directly contradicted by the EPCA, he asserts.

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 134; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)    


DELTA FINANCIAL: Wants Plan Filing Period Extended to July 25
-------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates ask the U.S.
Bakruptcy Court for the District of Delaware to further extend the
periods during which they have the exclusive right to file a plan
of reorganization, through July 25, 2008, and solicit and obtain
acceptances of that plan, through September 26, 2008.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, relates that the Debtors, together with the Official
Committee of Unsecured Creditors, began drafting and negotiating
a plan of liquidation and reviewing the claims filed against the
Debtors' estates.  He says additional time is needed to finalize
the Plan Documents.

According to Mr. Stratton, a minimal extension would permit the
Debtors to continue to facilitate consensual settlement
discussions with parties-in-interest, including the Creditors
Committee, which should lead to the formulation and confirmation
of a viable plan of liquidation.

A six-week extension is warranted because the Debtors, in good
faith, have accomplished progress towards finalizing a
confirmable plan, Mr. Stratton avers.  He relates the Debtors
focused their efforts on:

   i. winding down their businesses;

  ii. rejecting various leases and executory contracts;

iii. minimizing claims against the estates; and

  iv. marketing and selling their assets.

The Court will convene a hearing on the Debtors' request on
July 17, 2008.  By application of Rule 9006-2 of the Local Rules
of Bankruptcy Practice and Procedures of the U.S. Bankruptcy
Court for the District of Delaware, the Debtors' exclusive plan
filing period is automatically extended through the conclusion of
that hearing.  Objections to the Debtors' extension request is
due by July 3, 2008.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  (Delta Financial Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


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

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

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

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

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

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

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

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


EASTMAN KODAK: S&P's Rtng Unmoved by $1BB Stock Repurchase Program
------------------------------------------------------------------
Standard & Poor's Ratings Services said that Eastman Kodak Co.'s
(B+/Stable /--) announcement that its board of directors has
authorized a $1 billion stock repurchase program does not affect
the ratings or outlook on the company at this time.  Eastman
Kodak's last share repurchase program was completed in 2001.
     
The company received a $581 million federal tax refund, of which
it expects to retain $575 million after state income taxes, and
intends to use these proceeds to partially fund the share
repurchases.  The balance will be funded with cash on hand.  
Eastman Kodak had $2.2 billion of cash on hand at March 31, 2008.
     
At March 31, 2008, the company had $1.6 billion in debt and
$1.4 billion in debt-like obligations, including unfunded
postretirement obligations (retiree health care), the present
value of operating lease obligations, guarantees of third-party
obligations, and asset retirement obligations.  S&P expect Eastman
Kodak's cash balance, even after the share repurchase program is
complete, to remain substantial.  The company also said it would
provide investors with updated earnings guidance in its second
quarter earnings call on July 31, 2008.  If the new guidance is
meaningfully below S&P's expectations, S&P could revise the
outlook to negative.


EAT AT JOE'S: March 31 Balance Sheet Upside-Down by $3,111,267
--------------------------------------------------------------
Eat at Joe's Ltd.'s consolidated balance sheet at March 31, 2008,
showed $1,356,293 in total assets and $4,467,560 in total
liabilities, resulting in a $3,111,267 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,342,033 in total current assets
available to pay $4,467,560 in total current liabilities.

The company reported a net loss of $495,022 on revenues of
$353,627 for the first quarter ended March 31, 2008, compared with
a net loss of $3,909 on revenues of $343,608 in the corresponding
period in 2007.

The net loss in the first quarter of 2008 includes a loss on sale
of marketable securities of $262,707.  

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?2eb3

                       Going Concern Doubt

Robison, Hill & Co., CPAs, in Salt Lake City, expressed
substantial doubt about Eat At Joe's Ltd.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

                        About Eat at Joe's

Based in Scarsdale, New Yor, Eat at Joe's Ltd. (OTC BB: JOES)
-- http://www.eatatjoesltd.com/-- together with its subsidiaries,  
engages in the development, ownership, and operation of theme
restaurants under the name, Eat at Joe's.  As of Dec. 31, 2007, it
owns and operates one theme restaurant in Philadelphia,
Pennsylvania.


EL PASO CHILE: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: El Paso Chile Company, Inc.
        909 Texas
        El Paso, TX 79901

Bankruptcy Case No.: 08-30949

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                 Case No.
      ------                                 --------
      Desert Pepper Trading Co.              08-30948

Type of Business: The Debtors pack and processes food spices,
                  condiments, and drinks.
                  See http://www.elpasochile.com/

Chapter 11 Petition Date: June 25, 2008

Court: Western District of Texas (El Paso)

Judge: Leif M. Clark

Debtors' Counsel: Bernard R. Given, II, Esq.
                  (bernardgiven@beckgiven.com)
                  Beck & Given, P.C.
                  5915 Silver Springs, Building 4
                  El Paso, TX 79912
                  Tel: (915) 544-5545
                  Fax: (915) 544-1620

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

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

A. A copy of El Paso Chile Company, Inc.'s list of its 20 largest
unsecured creditors is available for free at:

           http://bankrupt.com/misc/txwb08-30949.pdf

B. A copy of Desert Pepper Trading Co.'s list of its 20 largest
unsecured creditors is available for free at:

           http://bankrupt.com/misc/txwb08-30948.pdf


ENERLUME ENERGY: March 31 Balance Sheet Upside-Down by $4,424,443
-----------------------------------------------------------------
EnerLume Energy Management Corp.'s consolidated balance sheet at
March 31, 2008, showed $2,546,707 in total assets and $6,971,150
in total liabilities, resulting in a $4,424,443 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,043,963 in total current assets
available to pay $6,823,519 in total current liabilities.

The company reported a net loss of $1,896,743 on net revenues of
$993,461 for the third quarter ended March 31, 2008, compared with
a net loss of $1,869,506 on net revenues of $1,312,545 in the same
period ended March 31, 2007.

The company noted that this fiscal quarter was negatively impacted
by a decrease in revenue and a non-cash charge associated with
stock compensation costs.

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?2eb0

                       Going Concern Doubt

Mahoney Cohen & Company CPA P.C., in New York, expressed
substantial doubt about Host America Corp., nka. EnerLume Energy
Management Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended June 30, 2007, and 2006.  The auditing firm reported
that the company has suffered recurring losses from continuing
operations, has negative cash flows from operations, and has a
stockholders' deficiency at June 30, 2007.

At March 31, 2008 the Company had a working capital deficiency and
a stockholders' deficiency of $4,779,556 and $4,424,443
respectively, and a net loss of $4,983,247 for the nine months
ended March 31, 2008.

                      About EnerLume Energy

Headquartered in Hamden, Conn., EnerLume Energy Management Corp.
(OTC BB: ENLU) -- http://www.enerlume.com/-- through its  
subsidiaries, provides energy management conservation products and
services in the United States.  Its focus is energy conservation,
which includes a proprietary digital microprocessor for reducing
energy consumption on lighting systems, and the installation and
design of electrical systems, energy management systems,
telecommunication networks, control panels and lighting systems.


EQUITY ONE: Moody's Gives Low B-Grade Underlying Ratings
--------------------------------------------------------
Moody's Investors Service has published underlying ratings on
these notes that are guaranteed by financial guarantors.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
following notes are consistent with Moody's practice of rating
insured securities at the higher of the guarantor's insurance
financial strength rating or any underlying rating that is public.

Complete rating actions are:

Issuer: Equity One ABS, Inc. 1998-1

Class Description: Class A-1 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: Ba3

Class Description: Class A-2 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: Baa3

Issuer: Equity One Mortgage Pass-Through Trust 1999-1

Class Description: Class A-1 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: B3

Issuer: Equity One Mortgage Pass-Through Trust 2001-3

Class Description: Class AV-1 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: B1

Class Description: Class AF-4 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: B3

Issuer: Equity One Mortgage Pass-Through Trust 2002-2

Class Description: Class AV-1 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: A1

Class Description: Class AF-4 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: Baa1

Class Description: Class A-IO Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     outlook negative)

  -- Underlying Rating: Baa1

Issuer: Equity One Mortgage Pass-Through Trust 2002-4

Class Description: Class AV-1A Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: Financial Security Assurance Inc. (Aaa)
  -- Underlying Rating: Aaa


ESMARK INC: Accepts OAO Severstal's $775 Million Takeover Proposal
------------------------------------------------------------------
OAO Severstal boosted its takeover offer for Esmark Inc. by 13% to
$775 million, Bloomberg News reported.  

In a press statement, OAO Severstal related that it entered into a
definitive merger agreement to acquire Esmark Incorporated's
common shares for $19.25 per share in cash.

Bloomberg said that the offer tops a $19-a-share bid from India's
Essar Steel Holdings Ltd.

Bloomberg noted that Esmark stocks climbed 44 cents, or 2.2 %, to
$20.47 a share in Nasdaq Stock Exchange composite trading on
June 24.  Bloomberg added that the shares fell 6.4% to $19.17 in
electronic trading after the close of regular trading hours.

According to the statement, Esmark's majority shareholder has
entered into an agreement with Severstal to tender its shares in
Severstal's tender offer.  Severstal is also extending the
expiration date of its tender offer for Esmark shares to July 18,
2008.

The offer is expected to be accretive in 2009 based on current
projections of costs and prices.  In addition to the merger
agreement, Severstal has entered into an agreement to purchase
Esmark's aggregate $110 million term loan facilities from Essar
Steel Holdings Ltd.

Upon completion of the tender offer and the merger, Severstal will
acquire all of Esmark's businesses, including:

   -- Wheeling-Pittsburgh Steel Corporation;

   -- Esmark Steel Services Group Inc.

   -- Remaining 50% ownership of the joint venture Mountain State
      Carbon, a blast furnace coking coal production facility in
      West Virginia.

Severstal has entered into an agreement that satisfies the       
successorship clause of the United Steelworkers' collective       
bargaining agreement.

Severstal's operating and restructuring plan, including its five
year capital investment program, is designed to derive maximum
value from Esmark through operational improvements, including:

   -- Maximization and optimization of Electric Arc Furnace
      production;

   -- Upgrades to enhance the quality and capacity of the Hot
      Strip Mill;

   -- Improvement of downstream operations, and;

   -- Leveraging synergies and geographical alignment between
      North American assets.

Severstal expects the acquisition to play a critical role in its
North American industrial strategy.  The combined company will
expands Severstal's product offerings to its customers.

Severstal expects to realize substantial synergies with its
U.S. operations in Dearborn, Michigan and Columbus, Mississippi.
The addition of Esmark to Severstal's US portfolio will also offer
significant operational and financial synergy potential with
recently acquired Sparrows Point in Baltimore, Maryland and the
Warren, Ohio based WCI Steel.

In addition, full ownership of Mountain State Carbon will increase
Severstal's vertical integration within the US market and solidify
its raw material supply base.

"We're pleased that Esmark's board of directors has recognized the
value of our offer and has recommended our proposal to its
shareholders," Alexei Mordashov, CEO of OAO Severstal, commented.
"In addition to creating value for Esmark's shareholders, this
acquisition positions Severstal as one of North America's leading
integrated steel companies."

"This deal is an extension of the progress that began with our
acquisition of Rouge Industries in 2004 and that has continued
through to our recent purchases of Sparrows Point and consistent
with our agreement to purchase WCI Steel," Mr. Mordashov added.  
"With Esmark as part of our US portfolio, we're well positioned to
provide domestic supply to a market that has a consistent demand
for high quality steel."

"Severstal has the skills and experience to achieve the industrial
synergies from our North American plants," Gregory Mason, CEO of
Severstal International and COO of OAO Severstal, commented.  
"This transaction benefits not only Severstal and Esmark, but all
stakeholders and most importantly the people, the core of our
company, and their communities."

Under the terms of the merger agreement, Severstal will amend its
tender offer to increase its offer price to $19.25 per share and
Esmark will amend its Schedule 14D-9 to include the Esmark board
of director's recommendation that Esmark shareholders tender their
shares to Severstal pursuant to the amended tender offer.

A revised offer to purchase will be distributed to Esmark
shareholders, and the scheduled expiration date for the amended
tender offer is 12:00 midnight, Eastern Daylight Time, on
July 18, 2008, unless extended.

The offer and related transactions contemplated by the merger
agreement are subject to the satisfaction of customary closing
conditions.

Merrill Lynch is acting as lead financial advisor, Citi is acting
as financial advisor, and Skadden Arps Slate Meagher & Flom LLP is
acting as legal counsel, to Severstal.  MacKenzie Partners Inc. is
acting as Information Agent for the tender offer.

                      About OAO Severstal

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

                         About Esmark Inc.

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

                      Going Concern Doubt

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

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

On April 30, 2008, the company agreed to the material terms of a
proposed tender offer and merger with Essar Steel Holdings Limited
for the purchase of all of the outstanding common stock of the
company for $17.00 per share.  The company also entered into a
binding commitment with Essar for a $110,000 term loan, the
proceeds of which were used to repay the Company's outstanding
term loan in the amount of $79 million and to provide additional
liquidity to the Company.  

This proposed tender offer is subject to a 52-day "right to bid"
period as set forth in the collective bargaining agreement with
the USW which may or may not result in a competing bid or offer
from another concern.  If the proposed merger with Essar is
terminated under certain circumstances, the company would be
required to pay Essar a "breakage fee" of $20.5 million.  On May
16, 2008, the USW publicly announced a demand that Esmark
repudiate the Essar agreements and asserted that those agreements
with Essar are in direct violation of the company's collective
bargaining agreement with the USW.

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


EXPRESS LLC: Moody's Hikes Rating of Secured Term Loan to B1
------------------------------------------------------------
Moody's Investors Service affirmed Express, LLC's debt ratings to
reflect the company's recent operating improvement, with
comparable store sales results in the low teens for the thirty
week period ended Feb. 2, 2008, strong EBITDA improvement and
healthy operating cash flow generation relative to the amount of
its funded debt.

Concurrently, Moody's raised the rating on the company's
$125 million senior, secured term loan to B1 from B2 based on
improved loss given default, to (LGD3, 38%) from (LGD4, 56%).  The
rating outlook is stable.

Express' B2 corporate family rating reflects the company's
improved operating performance, as well as its national
diversification and its well recognized brand name.  

Credit metrics are strong for the rating, as debt/EBITDA improved
to below 4.2x for the pro forma twelve month period ending Feb. 2,
2008, and coverage (EBITA/IE) improved to nearly 3.0x. Liquidity
also remains strong, and is supported by significant operating
cash flow, full availability under a $200 million asset based
revolving credit facility (unrated) and expectation for strong
headroom under term loan financial covenants.

The rating is constrained by the inherent volatility in the
specialty apparel retail sub segment in which the company
operates, the company's high seasonality, modest scale and
profitability relative to other global retailers, and the ongoing
expectation for shareholder friendly financial policies given the
approximately 75% ownership by a financial sponsor.

The stable outlook reflects Moody's expectation that the company
will maintain healthy liquidity and credit metrics, and
incorporates the expectation that operating margins will
moderately improve, but remain well below industry peer group.

Upward rating pressure would require consistent positive
comparable store sales coupled with improving operating margins,
as evidenced by unadjusted EBITA margins rising above 7.0% and
Debt/EBITDA remaining comfortably below 5.0x on a sustainable
basis.

A downgrade would occur if operating performance weakens,
liquidity erodes, or should the company finance sizeable returns
to shareholders with debt, such that Debt/EBITDA increases above
6.5x, EBITA/IE falls below 1.0x, and free cash flow turns
negative.

These ratings were affirmed:

Express, LLC

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

The following ratings were upgraded:

Express, LLC

  -- $125 million senior secured term loan to B1 (LGD3, 38%) from
     B2 (LGD4, 56%)

  -- The ratings outlook is stable

Express LLC, headquartered in Columbus, Ohio, is a specialty
apparel retailer.  The company operates 587 mall based stores in
the United States.  Pro forma revenues for the fiscal year ended
Feb. 2, 2008 were approximately $1.8 billion.


EXPRESS LLC: S&P Lifts Rating to B from B- on Improved Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
bank loan ratings on Columbus, Ohio-based specialty retailer
Express LLC to 'B' from 'B-'.  The bank loan recovery rating
remains at '4', indicating the expectation for average (30%-50%)
recovery in the event of a payment default.  The outlook is
stable.
     
"The rating action reflects Express' progress in improving its
operating performance," said Standard & Poor's credit analyst
Diane Shand, "and our expectation that the company will at least
maintain its credit metrics pro forma for a $293.5 million
dividend it will be paying its investors."  The company has
reported 17 straight months of positive same-store sales and
generated a 6% increase in 2007.  In addition, it boosted its
operating margin to 17.1% in 2007 from 13.4% in 2006 due to sales
leverage, good cost controls, and store closings.


FERRELLGAS: Moody's Assigns Ba3 Rating to Planned $250MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating (LGD 3, 43%) to
Ferrellgas, LP's (OLP) proposed $250 million senior notes due
2014.  The rating outlook is negative.

OLP is the wholly owned operating partnership subsidiary of
Ferrellgas Partners, LP.  The proceeds from the offering will be
used to refinance upcoming debt maturities and reduce borrowings
outstanding on Ferrellgas' senior unsecured revolving credit
facilities.

"The bond offering will improve Ferrellgas' liquidity position by
providing funds to refinance upcoming debt maturities and free up
capacity under the partnership's revolving credit facility," Pete
Speer, Moody's vice-president/senior analyst commented.  "However,
the outlook remains negative based on Ferrellgas' high leverage
and increased business risk related to customer conservation
trends and commodity price risk management."

Ferrellgas' corporate family rating and probability of default
rating are Ba3 and the partnership's $268 million senior notes due
2012 are rated B2 (LGD 6, 92% changed from 91%).  The OLP's
existing $250 million senior unsecured notes due 2014 are rated
Ba3 (LGD 3, 43%).  Moody's does not rate the OLP's senior
unsecured bank facilities or the OLP's approximately $277 million
of private placement senior unsecured notes.

Ferrellgas' Ba3 CFR is supported by its leading market position
and geographic diversification.  The partnership is the second
largest retail marketer of propane in the United States and
services approximately one million propane customers from
locations in all 50 states and Puerto Rico.

Through its Blue Rhino brand, it is the largest retail distributor
of propane cylinders for grills, with an estimated 50% market
share.  Ferrellgas has also invested heavily in system and process
improvements over the past three years, which has yielded
significant improvement in operational efficiency, pricing
management and margins.

The ratings are pressured by very high leverage and weak coverage
ratios in comparison to the Ba3 rated propane and other midstream
peers.  Ferrellgas had reduced its adjusted debt/EBITDA from near
7x at the end of fiscal year 2004 following its Blue Rhino
acquisition to 5x at July 31, 2007 through steady increases in
EBITDA over the period.

The large and rapid increase in propane prices during this past
heating season has resulted in elevated customer conservation
driven volume declines and losses related to the partnership's
commodity price exposures related to its fixed and indexed priced
sales agreements with customers.  The trends are expected to
reduce FY 2008 EBITDA somewhat from prior year and thereby
increase debt/EBITDA to around 5.25x.

The outlook was changed to negative in May 2008 to highlight
Moody's concern that the headwinds of high propane prices and
declining volumes have reduced the likelihood that the partnership
will be able to reduce its leverage to levels more consistent with
its Ba3 rating.

In order to return to a stable outlook, Ferrellgas' leverage needs
to be reduced to around 4.5x on a sustainable basis over the
course of the next fiscal year.  If the partnership's leverage
remains elevated or if it increases further due to debt funded
acquisitions then the ratings could be downgraded.

Furthermore, if there are additional significant losses related to
Ferrellgas' commodity risk management activities or further
declines in operating performance then the ratings could be
downgraded.

Ferrellgas Partners, LP is a publicly traded master limited
partnership based in Overland Park, Kansas.


FEDERAL-MOGUL: Court Denies Injunction Demand of Asbestos PI Trust
------------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware denies a request by the Federal-Mogul
Asbestos Personal Injury Trust for preliminary injunction after
finding that the Plan Documents are controlling on Cooper
Industries, LLC's right to implement the Plan B Settlement, and
correspondingly to terminate the Addendum of Additional Provisions
incorporated into the Plan.

Judge Fitzgerald holds that inasmuch as the Court has entered the
order confirming the Debtors' Plan of Reorganization, it would be
inappropriate to issue an order granting injunctive relief, which
would have the effect of changing the Plan Documents and the Plan
Settlement.

Judge Fitzgerald directs Cooper or any other party who claims to
have authority to either implement the Plan B Settlement or
terminate the Plan A Settlement to, within 24 hours of the
exercise any of authority, notify the Court of any action.  

Judge Fitzgerald also denies the Trust's request for leave to
file an omnibus reply to the objections.

                   SimmonsCooper Claimants Respond

Certain asbestos-related personal injury claimants with claims
against Pneumo Abex LLC, represented by SimmonsCooper LLC, tell
the Court that they do not oppose the proposed Plan A Settlement.  
The SimmonsCooper Claimants believe, and support, the Plan A
Settlement reflects the best compromise among the Pneumo Abex
Claims, the beneficiaries of the Federal-Mogul Asbestos Personal
Injury Trust, and the obligations of the Debtors and the Pneumo
Parties.

"[U]nless the Court is in a position to approve the Plan A
Settlement promptly, the SimmonsCooper Claimants cannot agree to
have their claims against the Pneumo Parties enjoined (albeit
temporarily) in vain," Robert W. Phillips, Esq., at SimmonsCooper
LLC, in East Alton, Illinois, tells the Court.

Mr. Phillips asserts that a group of SimmonsCooper Claimants --
those who hold trial dates scheduled for the remainder of 2008 --
will be irreparably harmed by the issuance of a temporary
injunction due to the de facto cancellation of their scheduled
trials.  He adds that another group of SimmonsCooper Claimants --
those who hold trial dates scheduled during the calendar year
2009 -- will also be irreparably harmed by the issuance of an
injunction in that they will be unable to conduct discovery
against or regarding Pneumo Abex during the pendency of the
injunction, and will therefore be unable either to develop their
case or to comply with various state court case management orders
concerning the timing and completion of discovery and preparation
for trial.

In contrast, Mr. Phillips points out, the Pneumo Parties
bargained for, accepted, and implemented an agreement that
provides for either Plan A and Plan B, and further bargained for
the mechanism of "Cooper Resolved Claims" whereby the Pneumo
Parties will be reimbursed by the Asbestos PI Trust for any
Pneumo Abex Claims paid by the Pneumo Parties between January
2006 and the date the Trust is created.  Thus, he asserts, there
is little economic justification for the Pneumo Parties to
complain about the delay in implementation of the proposed Plan A
Settlement.

"The [Asbestos PI] Trust is essentially arguing that the Court
should sacrifice the interests of the SimmonsCooper Claimants and
other Pneumo Abex Claimants for the benefit of the remaining
Trust claimants," Mr. Phillips contends.

               Trust Wants to File Omnibus Reply

The PI Trust seeks leave to file an omnibus reply to address the
objections raised by DaimlerChrysler Corporation, Volkswagen of
America, Inc., Ford Motor Company, PepsiAmericas, Inc., the
Insurance Companies, the Pneumo Asbestos Claimants, and the
SimmonsCooper Claimants.  According to the Trust, the issues
raised by the objections relate to jurisdiction, standing, and
other matters that were not fully addressed in the Preliminary
Injunction Motion.

                      About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--            
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.  (Federal-Mogul Bankruptcy News, Issue No. 169; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or          
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the reorganized
Federal-Mogul Corporation -- Corporate Family Rating, Ba3;
Probability of Default Rating, Ba3; and senior secured bank credit
facilities, Ba2.  The outlook is stable.  The financing for the
company's emergence from Chapter 11 bankruptcy protection has been
funded in line with the structure originally rated by Moody's in a
press release dated Nov. 28, 2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


FERRELLGAS LP: S&P Assigns 'B+' Rating to $250MM Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue credit
rating to Ferrellgas L.P.'s $250 million senior unsecured notes
due 2014 and, at the same time, assigned its '3' recovery rating
to this debt.  The '3' recovery rating indicates that lenders can
expect meaningful (50%-70%) recovery in the event of a payment
default.  Standard & Poor's also affirmed the 'B+' corporate
credit rating on Ferrellgas Partners L.P. and Ferrellgas.  The
offering proceeds will refinance debt on Ferrellgas's revolving
credit facility.  The outlook remains stable.
     
As of April 30, 2008, Overland Park, Kansas-based retail and
wholesale propane distributor Ferrellgas Partners (Ferrellgas
L.P.'s parent) had debt, adjusted for capitalized operating leases
and accounts receivable securitization, of $1.26 billion.
     
The ratings on retail propane distributor Ferrellgas are based on
the consolidated credit profile of its parent, Ferrellgas
Partners.  The partnership's weak business risk profile and highly
leveraged financial profile restrict the ratings on Ferrellgas
Partners.  Rating concerns include a challenging operating
environment characterized by volume declines and margin pressure,
high leverage, a weaker retail operating performance than its
peers, and acquisition risk.  The partnership's flexible cost
structure, large, geographically diverse retail footprint, and
portable propane tank exchange business, which offsets some of the
seasonality involved in Ferrellgas Partners' retail operations,
partially mitigate the rating concerns.
     
The outlook on Ferrellgas Partners is stable.
     
"The outlook is based on the expectation that the company will
maintain its current financial metrics and operating performance
in the near term," noted Standard & Poor's credit analyst Michael
V. Grande.
     
Sustained improvement in financial performance, which could come
from deleveraging and sustainable margin improvement, would be
necessary for a positive outlook or upgrade.  Conversely, Standard
& Poor's could lower the ratings or revise the outlook to negative
if the financial profile deteriorates due to liquidity
constraints, distribution coverage below 1.1x for several
quarters, weaker margins resulting in significantly lower cash
flow, increased leverage consistently above 6x, or weaker-than-
expected results from acquisitions.


FIRST FRANKLIN: S&P Issues C & D Ratings to 17 Classes of Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 36
classes of asset-backed certificates issued by six First Franklin
Mortgage Loan Trust transactions.  Concurrently, S&P affirmed
its ratings on the remaining classes from these series.
     
The downgrades reflect continued poor collateral performance that
has allowed credit enhancement to decline to levels that are
insufficient to maintain the previous ratings.  Monthly losses
have generally exceeded monthly excess interest cash flow, causing
the complete erosion of overcollateralization to all six
transactions.  As of the May 2008 remittance report, cumulative
realized losses were(series: percent, amount):

     -- 2003-FFH1: 4.46%, $25,994,389;
     -- 2003-FFH2: 3.91%, $41,032,785;
     -- 2004-FFH1: 4.14%, $32,828,971;
     -- 2004-FFH2: 4.10%, $49,200,122;
     -- 2004-FFH3: 4.13%, $62,014,032; and
     -- 2004-FFH4: 4.67%, $34,200,414.

In addition, all six series have sizable loan amounts that are
severely delinquent, which strongly suggests that the unfavorable
performance trends are likely to continue and further compromise
available credit support.  The severe delinquencies are as follows
(series: percent, amount):

     -- 2003-FFH1: 25.34%, $11,012,000;
     -- 2003-FFH2: 20.49%, $16,430,000;
     -- 2004-FFH1: 19.88%, $11,723,000;
     -- 2004-FFH2: 27.25%, $41,291,000;
     -- 2004-FFH3: 24.44%, $59,217,000; and
     -- 2004-FFH4: 28.87%, $42,386,000.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings, despite the poor
performance trend.

The underlying collateral consists of fixed- and adjustable-rate,
fully amortizing and balloon payment mortgage loans secured by
first liens on one- to four-family residential properties.  The
weighted average loan-to-value ratios of the mortgage loans are
generally greater than 90%.  These mortgages were originated or
purchased by First Franklin Financial Corp. in accordance with
guidelines that target borrowers with less-than-perfect credit
histories.  The guidelines are intended to assess both the
borrower's ability to repay the loan and the adequacy of the value
of the property securing the mortgage.  

                         Ratings Lowered

                 First Franklin Mortgage Loan Trust

                                            Rating
                                            ------
        Series              Class      To             From
        ------              -----      --             ----
        2003-FFH1           M-1        BB             BBB
        2003-FFH1           M-2        CCC            B
        2003-FFH1           M-4        D              CCC
        2003-FFH2           M-1A       B              BBB
        2003-FFH2           M-1B       B              BBB
        2003-FFH2           M-2        CCC            B
        2003-FFH2           M-3        CC             CCC
        2003-FFH2           M-4        D              CCC
        2004-FFH1           M-1        AA-            AA+
        2004-FFH1           M-2        B              BBB
        2004-FFH1           M-3        B-             BB
        2004-FFH1           M-4        CCC            B
        2004-FFH1           M-5        CCC            B-
        2004-FFH1           M-6        CC             CCC
        2004-FFH1           M-7        D              CCC
        2004-FFH2           M-3        BBB            AA-
        2004-FFH2           M-4        B+             BBB
        2004-FFH2           M-5        B              BB
        2004-FFH2           M-6        B-             B+
        2004-FFH2           M-7        CCC            B
        2004-FFH2           M-8        CC             CCC
        2004-FFH2           M-9        D              CCC
        2004-FFH2           B-1        D              CCC
        2004-FFH3           M-2        A              AA
        2004-FFH3           M-3        BB+            AA-
        2004-FFH3           M-4        B+             A+
        2004-FFH3           M-5        B              A
        2004-FFH3           M-6        B-             BBB+
        2004-FFH3           M-7        CCC            BB
        2004-FFH3           M-8        CCC            B
        2004-FFH3           M-9        CC             B-
        2004-FFH3           B-1        D              CCC
        2004-FFH4           M-6        BBB+           A-
        2004-FFH4           M-7        BBB-           BBB+
        2004-FFH4           M-8        BB             BBB-
        2004-FFH4           M-9        B              BB

                          Ratings Affirmed

                 First Franklin Mortgage Loan Trust

                Series              Class      Rating
                ------              -----      ------
                2003-FFH1           M-3        CCC
                2004-FFH2           M-1        AA+
                2004-FFH2           M-2        AA
                2004-FFH3           I-A2       AAA
                2004-FFH3           II-A4      AAA
                2004-FFH3           M-1        AA+
                2004-FFH4           M-1        AA+
                2004-FFH4           M-2        AA
                2004-FFH4           M-3        AA-
                2004-FFH4           M-4        A+
                2004-FFH4           M-5        A


FIRST MARBLEHEAD: Says Goldman Sachs' Cash Investment is Delayed
----------------------------------------------------------------
First Marblehead Corporation, which packages student loans into
asset-backed securities, said a cash infusion from Goldman Sachs
Group Inc. would be delayed, The Wall Street Journal related.

On Dec. 21, 2007, First Marblehead entered into an investment
agreement with affiliates of GS Capital Partners under which GSCP
invested $59.8 million to acquire shares of the company's
convertible preferred stock, all of which were converted into
5.3 million shares of First Marblehead common stock.

In a press statement, First Marblehead stated that it was informed
by GS Capital Partners that GSCP has not yet received all
applicable regulatory approvals and determinations necessary to
complete the investment.

These approvals and determinations are still pending, and GSCP is
working to obtain approvals and determinations.  The investment is
expected to close in the company's fiscal quarter ending Sept. 30,
2008, after completion of the company's financial statements for
the fiscal year ending June 30, 2008.

The company and GSCP anticipated a second step of the investment
would be completed by the end of the company's fiscal year,
subject to receipt of applicable regulatory approvals and
determinations and satisfaction of other conditions.

WSJ stated that on Thursday, Marblehead's shares sold at $2.92,
down 9.9%, in 4 p.m. composite trading on the New York Stock
Exchange.

                   About The First Marblehead

First Marblehead Corporation -- http://www.firstmarblehead.com/--      
provides financial solutions that help students achieve their
dreams.  The company helps meet the growing demand for private
education loans by providing national and regional financial
institutions and educational institutions, well as businesses and
other enterprises, with an integrated suite of design,
implementation and securitization services for student loan
programs.

First Marblehead supports responsible lending for borrowers and is
a strong proponent of the smart borrowing principle, which
encourages students to access scholarships, grants and federally
guaranteed loans before considering private education loans. At
Dec. 31, 2008, the company's balance sheet showed total assets of
$1,584,564,000, total liabilities of $663,514,000 and total
stockholders' equity of $921,050,000

                           *     *     *

As reported by the Troubled Company Reporter on April 9, 2008,
First Marblehead's stocks dropped 37% after The Education
Resources Institute, guarantor of its loans, filed for Chapter 11
protection.  According to Bloomberg News, First Marblehead
declined $2.84 to $4.86 in New York Stock Exchange trading after
TERI's bankruptcy filing.  The descent is the biggest one-day drop
in the securities' record and reduces First Marblehead below 89%
for the past 12 months.

First Marblehead is scheduled as TERI's largest unsecured
creditor, holding claims of $11 million, according to papers TERI
filed in bankruptcy court.

First Marblehead said it is analyzing the implications of TERI's
Chapter 11 filing on its lenders, investors, borrowers, well as
the The National Collegiate Student Loan Trusts.


FOOD BAZAAR: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Food Bazaar, Inc.
        3600 N. Sharon Amity Road
        Charlotte, NC 28205

Bankruptcy Case No.: 08-31055

Type of Business: The Debtor provides distribution services.

Chapter 11 Petition Date: May 22, 2008

Court: Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: A. Burton Shuford, Esq.
                  Email: jmarshall@shufordhunterpllc.com
                  301 S. McDowell St., Ste. 1012
                  Charlotte, NC 28204
                  Tel: (704) 377-8764
                  Fax: (704) 377-0590
                  http://shufordhunterpllc.com/

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

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


FORD MOTOR: Fitch to Review Ratings Over Next Six Weeks
-------------------------------------------------------
Fitch has not taken a rating action on Ford Motor Company and Ford
Motor Credit Co LLC, but will be reviewing the existing ratings
over the next six weeks.  Although Ford is viewed as having more
than adequate liquidity and resources to weather current
conditions through 2009, unrelenting industry and economic
pressures make it increasingly likely that Ford will be unable to
maintain its existing ratings.  A key determinant in the review
will be the performance of Ford Credit.

Among the domestic manufacturers, Ford is the most reliant on the
U.S. pickup truck market, which has seen steep declines due to
weak economic conditions in the homebuilding market and soaring
gas prices.  Industry pickup sales have declined well outside a
range that could be explained by cyclical fluctuations, confirming
that a permanent market shift away from pickup trucks has taken
place.  Ford has been aggressive in addressing overcapacity in the
pickup and SUV segments over the last several years, but has been
unable to stay ahead of a rapidly deteriorating market.  Fitch
expects that there is some pent-up demand accruing in the pickup
market, although a rebound is now expected to be more muted and
more distant that expected, and may not occur until 2010.

Ford's lineup at the lower end of the product spectrum, the
Escape, Fusion and Focus, as well as the Edge crossover, have held
up relatively well in the current environment, providing Ford with
the best product balance among the domestic manufacturers over the
intermediate term.  The most recent surge in gas prices and the
corresponding shift in consumer preferences has required an
acceleration of restructuring efforts, and shortened the timeline
over which the domestic manufacturers are required to transform
their product lineups and manufacturing footprint in line with
market demand.  Commodity prices have continued to be a stronger
headwind than anticipated, and higher steel costs will now be
contracted in for the next several years.  Recouping these cost
increases through pricing will be required over the long-term, but
will be unlikely in the current environment.

Fitch's ongoing assessment of Ford and Ford Credit will focus on
expected cash drains through 2009 and the performance of Ford
Credit.  Ford's current cash cushion is expected to leave the
company with more than adequate liquidity through 2009, keeping
the company above a minimum comfort level of approximately
$10 - 11 billion.  Incremental asset sales and financing are
expected over the near term to supplement existing liquidity.  
Ford has been opportunistic in using equity-for-debt swaps in
muting the growth in debt.  It should also be noted that a portion
of the cash drain in 2008 is associated with the cash funding of
the recent UAW healthcare agreement, as opposed to issuing new
short-term debt.  In 2010, Ford will begin to realize the benefits
of this VEBA agreement, and could also benefit from a rebound in
economic conditions.

A primary focus of the review will be on Ford Credit and continued
access to cost-effective financing, either through the
securitization market or other sources.  To date, Ford Credit's
underwriting standards have been consistent, and loss experience
has been in line with expectations given the economic cycle.  
However, with the unsettled capital markets, the steep decline in
pickup and SUV residuals, extended contract terms and a weakened
consumer, underlying performance has weakened and may diminish
investor appetite for auto loans at economically sustainable
terms.  In the event that the financing markets are expected to be
less accommodative over the near-to-intermediate term, Fitch could
potentially lower the IDR to 'CCC'.


FORT DENISON: Moody's Junks Rating of $225MM Floating Rate Notes
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
of notes issued by Fort Denison Funding, Ltd.

Class Description: $225,000,000 Class A-1 Floating Rate Notes Due
2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Ca

Fort Denison Funding, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.  
On Dec. 11, 2007 the transaction experienced an event of default
caused by a failure of the Class A Overcollateralization Ratio to
be greater than or equal to the required amount set forth in
Section 5.1(d) of the Indenture dated Feb. 14, 2007.  That event
of default is continuing.

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

In this regard, Moody's has received notice from the Trustee that
it has been directed by a majority of the controlling class to
declare the principal of and accrued and unpaid interest on the
Notes and the Class C Loan to be immediately due and payable.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.


GENERAL MOTORS: Investors See 75% Chance of Default in 5 Years
--------------------------------------------------------------
According to Anastasija Johnson at Reuters, credit investors see a
75% chance General Motors Corp. would default on its debt in the
next five years despite GM's assurance on Thursday that it has
sufficient liquidity.

Various reports note that GM's shares sank to a 53-year low on
Thursday on concerns about liquidity, equity dilution and a
potential dividend cut, heightening speculation that GM doesn't
have enough cash to finance its turnaround.  The Wall Street
Journal notes that GM stock fell $1.38, or 11%, to $11.43 in 4
p.m. composite trading on the New York Stock Exchange.

GM's syndicated loans due Nov. 27, 2013 trade at 91.96 cents on
the dollar as of June 20, 2008, according to loan pricing data
compiled by the Journal.  The instrument carries interest at LIBOR
plus 275 basis points, and Ba3 loan rating from Moody's and BB-
rating from S&P.

John D. Stoll and Serena Ng at The Wall Street Journal relates
that, in a research note Thursday, Goldman Sachs said it believes
GM will try to raise more cash, which could lead to "significant
shareholder dilution" and possibly a cut to the company's
dividend.

GM indicated there are no debt covenants tied to the market value
of the company, WSJ notes.

WSJ notes that, in an interview last month, George Fisher, GM's
lead independent director, said a takeover offer isn't a concern
given the large amount of debt GM carries on its books.  WSJ
relates that Kenneth A. Elias, a partner at Maryann Keller &
Associates, an automotive-consulting firm, said any buyer would
have to invest billions of dollars beyond the purchase price to
restructure GM and pay off its liabilities.

GM, according to WSJ, is expected to end the second quarter with
about $20,000,000,000 in cash, the lowest balance it has reported
in recent years.  Analysts and ratings firms believe the company
will go through at least $10 billion this year, WSJ relates.

Buckingham Research analyst Joe Amaturo, according to WSJ, cut his
target on the stock to $8 on Tuesday, saying, "We continue to
believe GM has liquidity issues and will have to raise capital
given the significant automotive cash burn that GM is likely to
experience in 2009 and 2010."

The cost to insure GM's debt with credit default swaps rose to
33.5% upfront, or $3,350,000 per year for five years to insure
$10,000,000 in debt, plus annual payments of 500 basis points,
Reuters says, citing Markit.

"What's most concerning about GM is that no one has a good sense
of how its (business) shift is going to affect its profitability,"
said Geoffrey Gwin, principal of Group G Capital Partners, a New
York credit hedge fund, according to WSJ.  Gwin, WSJ relates,
added that a change in the mix of vehicles GM produces, toward
more cars and fewer sport-utility vehicles and light trucks,
coupled with absolute declines in its auto sales and rising oil
prices are causing a lot of uncertainty among investors.

Business Week says one GM executive, at a few recent meetings,
floated the idea of a GM-Ford merger, but it was deemed a counter-
productive distraction.

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 reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corporation and
General Motors of Canada Limited Under Review with Negative
Implications.  The rating action reflects the structural
deterioration of the company's operations in North America brought
on by high oil prices and a slowing U.S. economy.

Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.

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: Fitch Trims ID Rating to B-; Puts Negative Watch
----------------------------------------------------------------
Fitch has downgraded the Issuer Default Rating of General Motors
Corporation to 'B-' from 'B', and assigned a Rating Outlook
Negative.  The downgrade results from weak economic conditions,
the dramatic shift to fuel efficient vehicles and the resulting
cash drains at GM that are expected to persist at lest through
2009.  Fitch expects that cash drains in 2008 will exceed
$10 billion, and that new financing activity will be required over
the next 18 months to keep GM's cash position above the minimum
comfort level of $12 - $14 billion.

GM's product portfolio remains misaligned with market demand, and
the rapid shift to more fuel-efficient vehicles over the last
several months has exacerbated GM's market position.  As a result,
ever-deeper restructuring will be required, and will need to be
accomplished on an accelerated time frame.  Recently announced
production cuts will result in meaningful share and revenue
declines in North America in 2008 and 2009, heightening the
challenge and the urgency to drive down costs at a pace that
exceeds revenue declines.  International operations in China,
Latin America and Eastern Europe continue to perform well, and to
generate healthy excess cash flow, although persistently higher
commodity costs will continue to impair margins globally through
2010.

Factors that could trigger a downgrade:

  -- Projections that show GM would dip below $15 billion in cash.
  -- Inability to refinance s/t maturities over the next 18
     months.

  -- Expectations that North American gross margins continue to
     shrink into 2009.

  -- Material reversal in GM's overseas operating results.
  -- Indications that GMAC's access to cost-effective financing
     have diminished or if GM is required to provide material
     financial support to GMAC.

Macro-economic factors and the shift in consumer buying
preferences have resulted in a severe drop in unit volumes among
the domestic manufacturers, particularly in the more profitable
segments.  Although the weak construction market has produced a
steep cyclical decline in pickup sales, industry unit volumes have
moved outside of the range attributed solely to recessionary
conditions in the housing market, confirming that a more permanent
shift in market is taking place.  A rebound in industry pickup
sales would certainly benefit GM volumes and profitability at the
time it occurs, but the impact is likely to be more muted and more
distant than originally anticipated.  The recent announcement that
GM will close an additional four assembly plants was expected, but
reflect the fact that lost volumes are permanent, limiting the
potential cash flow capacity over the longer term.

GM has made material improvements in its cost structure, progress
that will continue with an additional hourly workforce reduction
of 19,000 employees by July 1.  In 2010, GM will benefit from
savings associated with the recent UAW healthcare agreement, and
an eventual rebound in economic conditions.  Supplier and labor
issues, such as the recent American Axle strike, the continuing
Delphi situation, and disputes with the UAW on local operating
agreements have drained resources and deferred efficiency and
productivity savings.

Of primary concern is continuing financial deterioration at GMAC
due primarily to the turmoil in residential mortgage markets.  
This has necessitated additional financial support from GM in the
form of capital injections and guarantees.  While GMAC continues
to work through issues in its residential mortgage business, Fitch
believes that core automotive finance fundamentals are also
showing weakness, and that these trends are expected to persist
throughout 2008.  While Fitch acknowledges GMAC's recent bank line
restructuring, which should provide necessary near-term funding,
Fitch is concerned that a sustained lack of liquidity,
particularly in the securitization markets, may reduce GMAC's
ability to provide financing for GM customers.  In this scenario,
the Issuer Default Rating of GM could be reviewed with an
expectation of a downgrade to 'CCC'.

Entering 2008, Fitch anticipated that the rate of increase in
commodity costs would slow, thereby allowing more of the company's
restructuring actions to be realized.  Instead, commodity prices
increases have continued to escalate in steel, other metals, and a
wide variety of inputs that are expected to continue in the short
term.  Over the longer term, these costs will have to be recouped
at least in part through higher pricing, which will remain a
challenge.

Fitch expects that cash drains in 2008 will exceed $10 billion
prior to any capital raising, and negative cash flow will persist
at least through 2009.  Raising capital in excess of maturities
over the next two years is probable, but to a very limited extent
given the state of the capital markets, the company's financial
position, limited availability of securitizable domestic assets
and GM's market capitalization.  GM also retains access to
approximately $7 billion in revolving credit agreements.  Fund-
raising options include the likely extension of VEBA-related debt
owed to the UAW, financing related to profitable and growing
international operations, equity-related offerings and other
modest asset-based financings.

GM's balance sheet over the near term is likely to reflect more
than $50 billion in consolidated debt (including VEBA-related
debt).  Interest expense will continue to rise, reflecting higher
debt and higher pricing, and Fitch expects that interest expense
will exceed $3.5 billion over the near term.  Together with
capital expenditure requirements, this represents an increasing
financial hurdle given the continued shrinking of GM's domestic
earnings capacity.  International operations have become a solid
contributor to the company's cash flow and credit profile, but
free cash flow from these operations will not be sufficient to
offset North American losses and the growth in financial
obligations.  European operations are also expected to be hurt by
high oil prices and high commodity costs.

Fitch has downgraded these ratings:

General Motors
  -- IDR to 'B-' from 'B';
  -- Senior unsecured debt to 'CCC+/RR5 from 'B-/RR5';
  -- Senior Secured to 'BB-/RR1' from 'BB/RR1'.

General Motors of Canada
  -- IDR to 'B-' from 'B';
  -- Senior unsecured to 'CCC+/RR5' from 'B-/RR5'.


GOODYEAR TIRE: To Invest $2BB in Plants' Expansion and Improvement
------------------------------------------------------------------
Goodyear Tire & Rubber Co. plans to invest over $2 billion in the
next five years to expand and modernize its plants both in the
U.S. and around the world as it looks to boost production of high-
end products and output in low-cost countries, The Wall Street
Journal reports.

In a press statement, Robert J. Keegan, chairman and chief
executive officer, said: "given the challenges that the macro-
environment is presenting, particularly in North America, we are
performing well in a difficult environment.  We respect the
magnitude of the market challenges we face.  Our business model
changes over the past five years have positioned us to manage
through the current environment while continuing to drive our
long-term strategies."

"The company's strategy to drive profitable growth includes
significant plans to capitalize on worldwide increases in demand
for its innovative, high-value-added tires," Mr. Keegan said.  
"Goodyear will leverage its innovation capabilities to
differentiate its products in the marketplace"

The company also plans to build on strength in its profitable
businesses in the emerging markets of Latin America, Eastern
Europe and Asia.

"Growth in markets such as China, Russia and Brazil and a
transition to increasingly high-value-added tires in these markets
represent significant opportunities," Mr. Keegan said.  "Our
leadership teams in these markets have proven capability to
develop markets, build strong distribution networks, leverage our
brands and deliver high returns.  We see many opportunities for
our businesses in emerging markets to continue to be a major
growth engine for Goodyear."

Goodyear leaders will also discuss the impact of higher fuel
prices, changing driving habits and a shift in vehicle preferences
in the U.S. in its investor presentation in New York slated to
start at 9 a.m. EDT.

Structural cost topics to be discussed in the meeting include:

    -- Goodyear's decision to increase its cost savings target to
       more than $2 billion by 2009 from its prior goal of between
       $1.8 billion and $2 billion through intensified focus on
       efficiency throughout the supply chain and in back office
       operations.

   -- The closure of Goodyear's tire manufacturing plant in
      Somerton, Australia, which completes the company's targeted
      reduction of approximately 25 million units of high-cost
      capacity as part of its 4-point cost savings plan.

High-return growth opportunities to be discussed include:

   -- Investment of up to $500 million to increase Goodyear's
      presence in China through a relocation and expansion of its
      manufacturing plant in Dalian to facilitate increased
      production of high-value-added consumer and commercial tires
      for the Asia-Pacific region.

   -- Investments of $500 million to $700 million over five years
      to modernize four U.S. manufacturing plants to increase
      high-value-added tire production and improve cost
      efficiency.

   -- Investments of up to $600 million to expand production in
      Brazil and Chile.

   -- Investments of approximately $500 million to modernize and
      expand production in Germany and Poland.

"Going forward, we anticipate capital investments totaling between
$1 billion and $1.3 billion per year from 2008 to 2010," stated
Mr. Keegan.

"Our plans, however, are flexible so that we can adjust both the
pace and amount to reflect the macro-environment and market trends
while maintaining positive cash flow," he added.  "We will
continue to be extremely analytic and hard-nosed with respect to
the allocation of capital and are focused on return on invested
capital as a key financial metric."

The company expects to increase high-value-added capacity by 50%
from 2006 levels and to increase its low-cost capacity to 50% of
its worldwide total by 2012.

                       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'.    


GO WEST: U.S. Trustee Wants Chapter 11 Case Dismissed
-----------------------------------------------------
Tiffany Kary of Bloomberg News reports that Diana Adams, the U.S.
Trustee for Region 2, asks the United States Bankruptcy Court for
the District of New York to dismiss the Chapter 11 case of Go West
Entertainment Inc. or, in the alternative, liquidate its assets.

The Debtor did not object to the Trustee's request, Ms. Kary
reports citing papers filed with the Court on Wednesday.  The
Trustee points out that the Debtor can no longer generate cash to
pay fees and administrative expenses without a liquor license that
enables it to operate business, she adds.

                         About Go West

Headquartered in Go West Entertainment Inc. owns and operates
Scores, an adult entertainment nightclub in Manhattan, New York.  
The company filed for Chapter 11 protection on April 18, 2008.  
Scott K. Levine, Esq., Sherri D. Lydell, Esq., and Teresa Sadutto-
Carley, Esq., and Platzer, Swergold, Karlin, Levine, Goldberg &
Jaslow, LLP, represent the Debtor.  When the Debtor filed for
protection against its creditors, it listed assets and debts
between $1 million to $10 million.


GPS INDUSTRIES: Names David Chessler as Chief Executive
-------------------------------------------------------
GPS Industries, Inc. appointed David Chessler as Chief Executive
Officer effective June 16, 2008.

Mr. Chessler, former CEO of Parview, is a key component of the
company's restructuring plan.  "David's experience in this
industry, his success in asset based lending and his management
skills identified him as the ideal choice for the company's CEO,"
Company Director Bart Collins said.  Mr. Chessler has also been
elected to the company's Board of Directors.

David Chessler is a seasoned veteran in the GPS golf business with
several years of experience in various management and executive
capacities in the industry.  He has taken companies from start-up
to sale during the period 1991 to 2002, having been awarded the
Florida Ernst & Young Entrepreneur of the year award in 2000.

"Having been involved in the GPS golf industry for 14 years, I'm
very excited to join the GPSI team," Mr. Chessler said.  "I
believe the company has the best products, patent portfolio and
now the appropriate capital structure required to achieve its full
potential. I look forward to working with the GPSI team to become
the dominant player in this market."

                       About GPS Industries

Headquartered in Surrey, B.C. Canada, GPS Industries Inc. (OTC BB:
GPSN.OB) -- http://www.gpsindustries.com/-- develops and markets       
GPS and Wi-Fi multimedia solutions to enable managers of golf
facilities, resorts, and residential communities to improve
operational efficiencies and generate significant new revenue
streams.

                       Going Concern Doubt

Sherb & Co., LLP, in New York, expressed substantial doubt about
GPS Industries Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company has incurred significant losses and has a working capital
deficiency.


GPS INDUSTRIES: Issues $5.5MM Note to Tulip Under Recap Plan
------------------------------------------------------------
GPS Industries, Inc., improved its liquidity as part of its
re-financing plan.

GPSI closed the next phase of its recapitalization plan by issuing
a $5.5 million convertible note to Tulip Group Investments, Ltd.  
The note is convertible into both newly authorized Series C
Preferred Stock Shares at $10.00 per share and common stock shares
at $0.031 per share yielding 177.4 million common stock shares.  
GPSI also issued warrants to Tulip to purchase up to 22.5 million
common stock shares at $0.12 which expire in May of 2012.  When
combined with the $3.5 million recently infused into GPSI via an
expanded bank line provided by Silicon Valley Bank and guaranteed
by Great White Shark Enterprises, the total new financing
available to GPSI is $9.0 million.

As a follow up, GPSI, GWSE and the Estate of Douglas Wood have
agreed in principal to convert approximately $3.4 million of short
term liabilities due to both GWSE and the Estate of Douglas Wood
into 3 year Notes accruing interest at 7% with interest and
principal due on maturity.  Additionally, both guarantors of the
initial $3.0 million of the SVB credit line (Hansen Inc. and the
Estate of Douglas Wood) have agreed to extend their guarantees for
a period of 3 years.

In connection with the transactions, the Board of Directors of
GPSI has approved increasing the authorized number of common
shares by 900 million to 2.5 billion and the creation of the
Series C Preferred Shares all of which will be submitted to
shareholders for approval as soon as possible.

"The combination of the company's recapitalization and the
appointment of David Chessler as CEO has positioned GPSI to
realize its full potential" Mr. Collins added.

                       About GPS Industries

Headquartered in Surrey, B.C. Canada, GPS Industries Inc. (OTC BB:
GPSN.OB) -- http://www.gpsindustries.com/-- develops and markets       
GPS and Wi-Fi multimedia solutions to enable managers of golf
facilities, resorts, and residential communities to improve
operational efficiencies and generate significant new revenue
streams.

                       Going Concern Doubt

Sherb & Co., LLP, in New York, expressed substantial doubt about
GPS Industries Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company has incurred significant losses and has a working capital
deficiency.


GRAFTECH INT'L: S&P Lifts Rating to BB; Changes Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on GrafTech
International Ltd. to positive from stable.
     
At the same time, S&P raised the rating on the company's senior
unsecured notes to 'BB' from 'BB-'.  In addition, S&P revised the
recovery rating to '2' from '4'.  The new ratings indicate the
expectation of substantial (70% to 90%) recovery in the event of a
payment default.  All other ratings, including the company's 'BB-'
corporate credit rating, were affirmed.
     
The outlook revision reflects the company's strengthened financial
profile due to the combination of the recent conversion into
equity of its outstanding $225 million notes due 2024, good
operational performance, and enhanced cash flow generation
supported by currently favorable market conditions.  Thus, the
company's debt levels are expected to have decreased to about
$100 million, resulting in credit measures that S&P would consider
to be good for the current rating.
     
The ratings on GrafTech reflect the company's significant exposure
to the cyclical steel industry, limited supplier diversity, and
continued raw-material cost pressure.  Still, the company
maintains a good market position in graphite electrodes, possesses
healthy margins driven by current favorable industry conditions,
and has a good liquidity position.
     
The outlook is positive.  S&P can upgrade GrafTech if it continues
its good operating performance and maintains its improved credit
metrics or diversifies its supplier base to reduce its operating
risk.  S&P may change the outlook to stable if the company
increases its debt levels significantly to make a large
acquisition.


GREEKTOWN CASINO: MGCB OKs Continuation of Reorganization Efforts
-----------------------------------------------------------------
Michigan gaming regulators allowed Greektown Casino LLC and its
debtor-affiliates to continue executing a business reorganization
plan aimed at improving the financial health of the casino during
Chapter 11 bankruptcy protection.

The Michigan Gaming Control Board voted not to force a sale of
Greektown Casino at this time.  Instead, the regulators voted to
give the casino time to reorganize and improve operations during
Chapter 11 or face the potential of having to sell the property at
some point in the future.  Casino representatives pledged their
full cooperation with the MGCB, including providing more frequent
and detailed financial and operational reports to the regulators
and their staff.

"During Chapter 11, we will continue to implement cost savings
identified by casino managers and our financial consultants, we
will complete construction of our permanent casino resort on time
and on budget, and we will emerge a financially healthier
company," said Greektown Casino Management Board Chairman Tom
Miller, who is also an elected member of the Board of Directors of
the Sault Ste. Marie Tribe of Chippewa Indians, majority owners of
the casino.

On May 29, Greektown Casino voluntarily asked the Honorable Walter
Shapero of the U.S. Bankruptcy Court in Detroit for approval to
reorganize its finances and maintain normal business operations
under the protection of Chapter 11 of the U.S. Bankruptcy Code.

Since the Chapter 11 filing, Judge Shapero and the MGCB have
approved $51.3 million in interim financing that will enable
Greektown Casino to continue construction of its permanent casino
and hotel.

In addition, the casino -- with approval from Judge Shapero and
the MGCB -- will soon finalize about $150 million in total
"debtor in possession (DIP)" financing for operations and to
complete construction of its new 400-room hotel and 25,000-
square-foot gaming floor expansion.  A hearing before Judge
Shapero for final approval of the $150 million from lenders led
by Merrill Lynch has been scheduled for June 23.

Many companies have sought to reorganize successfully under
Chapter 11 including Delta Airlines, Macy's, Dow Corning, casino
operator Tropicana Entertainment, Trump Hotels & Casino Resorts,
Federal Mogul, and many more.

In the coming weeks, an official committee of unsecured creditors
will be formed to represent the interests of unsecured creditors
in the case.  Greektown has previously communicated that it
expects creditors to be paid as part of its plan of
reorganization.

In November 2007, Greektown Casino opened its new attached parking
structure, marking the completion of Phase 1 construction work on
the new permanent Greektown Casino and hotel.  Phase 2 --
construction of the casino's new 400-room hotel and expanded
gaming floor -- is scheduled to be completed in phases in the
coming months.  

The permanent casino and hotel will include a multi-purpose
theater, buffet, three restaurants, and 25,000 square feet of
additional gaming space.  Total investment in the permanent
Greektown Casino project will be about $500 million.

                         About the MGCB

The Michigan Gaming Control Board is an agency under the
government of the State of Michigan and created under the Michigan
Gaming Control & Revenue Act, as amended, to license and regulate
commercial casinos in Detroit, their suppliers and employees; and
to oversee Native American casinos in Michigan.

                      About Greektown Casino

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

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

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

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: To Lay Off 89 Employees to Save $7.8MM in Costs
-----------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates related in a
June 23, 2008 press release that 89 employees will be laid off as
part of $7.8 million in annual cost savings identified by the
casino's  managers and financial consultants.  Most of the
furloughed employees work in table games, and 70 were part-time
employees.

"Greektown Casino managers, owners and financial consultants are
examining every possible way to make the casino a more efficient
and profitable business," said Greektown Casino CEO Craig Ghelfi.

Under their contract with the casino, the employees will have
first-in-line status to return to the casino when future job
openings occur.  Some may also have an opportunity for future
employment in a different capacity, as Greektown Casino will soon
add about 400 new employees to staff its 400-room hotel, which is
scheduled to open early next year.

                       About Greektown Casino

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

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

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

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Gaming Board, et al., Oppose DIP Loan Approval
----------------------------------------------------------------
The Michigan Gaming Control Board, Ted and Maria Gatzaros, and
Dimitrios and Viola Papas oppose final approval of Greektown
Casino LLC and its debtor-affiliates' proposed $150 million
postpetition financing.

Previously, the Honorable Walter Shapero of the U.S. Bankruptcy
Court for the Eastern District of Michigan has allowed the Debtors
to borrow up to $51,000,000 from the DIP Lenders, on an interim
basis.

On behalf of the Michigan Gaming Board, Donald S. McGehee, Esq.,
assistant attorney general for the State of Michigan, reiterate
that the Debtors were required to obtain the Board's approval for
the $150,000,000 in DIP financing from a group of lenders led by
Merrill Lynch Capital Corporation, as agent.  The Debtors
obtained limited approval from the Board on June 5, 2008.  If the
Debtors draw any amount in excess of $51,300,000, they will
require additional approval from the MGCB, Mr. McGehee avers.  
Accordingly, the Gaming Board asks the Court to reject the DIP
Motion unless the continuing requirement for the Debtors to
obtain Board approval is reflected in a final order granting the
the Debtors' request.

Ted and Maria Gatzaros and Dimitrios and Viola Papas entered into
separate redemption agreements in July 2000, with Monroe
Partners, LLC, whereby Monroe agreed to redeem the Gatzaros' and
the Papas' interest in Monroe.  Monroe owns a 50% interest in
Greektown Holdings, LLC, while the remaining 50% is owned by
Kewadin Greektown Casino, L.L.C.  

The Gatzaros assert that as of the Petition Date, the Debtors owe
them $60,000,000 pursuant to the Redemption Agreement.  

The Papas assert that as of the Petition Date, the Debtors owe
them $5,278,000, pursuant to the Redemption Agreement.

The Gatzaros add that they each have a security interest in all
of Kewadin's membership interests in Monroe, all distributions to
Kewadin arising from its membership interest in Monroe; and all
distributions entitled to Kewadin as a 50% member of Greektown
Holdings.

The Papas note that they are in a similar situation with the
Gatzaros with respect to their security interests in the Debtors'
properties.  Therefore, the Papas contend that they are entitled
to the same protection the Gatzaros obtained under any version of
the DIP Financing Order.

The Gatzaros and the Papas seek that clarifications on the
Debtors' obligations to them on certain security interests be
noted in any final DIP order.

Accordingly, the Gatzaros and the Papas ask the Court to include
this language in the Final DIP Order:

   "Notwithstanding anything to the contrary in the Final Order
   or in the Interim Order relative to the grant or replacement,
   superpriority or priming liens by the Final Order or by the
   Interim Order, the Final Order or the Interim Order will not
   affect the validity, extent, or priority of any pledges,
   security interests or liens in favor of Ted or Maria Gatzaros
   or in favor of Ted or Maria Gatzaros, or in favor of Dimitrios
   or Viola Papas in (a) the membership interests of Kewadin
   Greektown in Monroe Partners, or (b) the rights of Kewadin
   Greektown to distributions from Monroe Partners, or (c) the
   rights of Kewadin Greektown to distributions from Greektown
   Holdings."

In addition, as a matter of clarity, the Gatzaros and the Papas
also urge the Court to amend the Interim and Final DIP Financing
Order to make it clear that the Postpetition Liens are subject to
both the Carve-out and the security interest protection provided
to them.

                      About Greektown Casino

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

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

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

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Court Gives Final Approval on $150MM DIP Loan
---------------------------------------------------------------
Greektown Casino's reorganization plan took another significant
step forward as the U.S. Bankruptcy Court for the Eastern
District of Michigan gave final approval on June 26, 2008, of
$150 million in Debtor in Possession financing for the casino to
complete construction of its 400-room hotel and 25,000-square-
foot gaming floor expansion.

The casino is open for business as usual — with no changes or
interruptions in any games or services — during the Chapter 11
process.

"This is another important milestone in the reorganization
process," said Greektown Casino Management Board Chairman Tom
Miller, who is also a member of the Board of Directors of the
Sault Ste. Marie Tribe of Chippewa Indians, owners of the casino,
in a press statement.  "Completing the permanent casino and hotel
is a critical component to emerging from reorganization a
financially stronger, more profitable casino, and will greatly
increase the value of the asset as we seek exit financing."

The DIP financing package now goes before the Michigan Gaming
Control Board (MGCB) for consideration.  Both the federal court
and MGCB have already granted interim approval for $51.3 million
of the $150 million in DIP financing to pay outstanding
construction costs through June.

Greektown Casino's expanded gaming floor is scheduled to open in
late August 2008 and the hotel is scheduled to open in January
2009.

"Greektown Casino's management, contractors and financial
consultants have done a great job keeping the permanent casino
project moving forward during reorganization," Miller said.

Greektown Casino remains open for business as usual during
Chapter 11 reorganization.

                     About Greektown Casino

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

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

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

When the Debtor filed for protection from its creditors, it
listed consolidated estimated assets and debts of $100 million to
$500 million.  (Greektown Casino Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


GROUP 1 AUTOMOTIVE: Moody's Cuts Corporate Family Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded Group 1 Automotive's
corporate family rating and probability of default rating to Ba3
from Ba2.  The outlook is negative.  These actions conclude the
review for possible downgrade initiated on April 2, 2008.

The downgrade considers the increase in leverage resulting from a
combination of significant debt financed acquisitions and share
repurchases.  Group 1's LTM March 2008 debt/EBITDA of over six
times is weak even for the new Ba3 rating category.  The negative
outlook reflects Moody's concern that Group 1 may have difficulty
materially reducing this leverage in the near term to levels more
representative of the Ba3 rating.

"Group 1's high leverage is the key rating issue at this point,"
Charlie O'Shea, Moody's senior analyst Charlie O'Shea stated.  "In
the event cash flows from 2007's acquisitions are sufficient to
measurably reduce what could be a temporary spike in leverage, a
stable outlook could result.  However, if leverage is not
materially reduced by the first quarter of 2009, Group 1's ratings
could be downgraded further."

The Ba3 rating acknowledges Group 1's weak credit metrics, as well
as its strong market position in the still very fragmented auto
retailing segment, and its favorable brand mix with 78% of new
vehicle sales coming from luxury and import brands. The rating
also recognizes Group 1's diverse business model with solid parts
and service and finance and insurance segments, which reduces
reliance on new car sales.

Finally, Group 1 is moderately diverse geographically, with stores
in more than a dozen U.S. states and the United Kingdom.

The two-notch downgrade to B2 of the senior subordinated notes
results from the combination of the new Ba3 corporate family
rating and the presence of additional secured debt in the capital
structure.  This increased the potential loss to holders of these
securities under a default scenario.  Application of Moody's Loss
Given Default Methodology to this structure results in the two-
notch downgrade for these notes.

Ratings downgraded include:

  -- Corporate family rating to Ba3 from Ba2;
  -- Probability of default rating to Ba3 from Ba2;
  -- Sr. Subordinated Notes to B2 (LGD5, 84%) from Ba3 (LGD5,
     75%), and

  -- Senior Unsecured Shelf to (P)B1 (LGD5, 79%) from (P)Ba3
     (LGD4, 69%)

  -- Senior Subordinated Shelf to (P)B2 (LGD5, 84%) from (P)Ba3
     (LGD5, 75%)

  -- Preferred Shelf to (P)B2 (LGD6, 97%) from (P)B1 (LGD6, 97%).

Group 1 Automotive, headquartered in Houston, TX, is an auto
retailer with 145 franchises, and generated revenues of
$6.4 billion for the LTM ended March 31, 2008.


GSRPM MORTGAGE: Moody's Cuts Ratings of 10 Tranches to Junk Level
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 19
tranches issued in four transactions from the GSRPM Mortgage Loan
Trust shelf.  The collateral backing each tranche consists
primarily of first lien adjustable-rate and fixed-rate "scratch
and dent" mortgage loans.

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 level of credit
enhancement, collateral characteristics, pool-specific historical
performance, quarter of origination, and other qualitative
factors.

Complete rating actions are:

Issuer: GSRPM Mortgage Loan Trust 2003-2

  -- Cl. B-1, downgraded from Baa1 to Baa3
  -- Cl. B-2, downgraded from Baa2 to Ba2
  -- Cl. B-3, downgraded from Baa3 to B2, on review for possible
     downgrade

Issuer: GSRPM Mortgage Loan Trust 2006-1

  -- Cl. B-1, downgraded from Baa1 to Baa2
  -- Cl. B-2, downgraded from Baa2 to B2, on review for possible
     downgrade

  -- Cl. B-3, downgraded from Baa3 to Caa1
  -- Cl. B-4, downgraded from Ba1 to Caa3

Issuer: GSRPM Mortgage Loan Trust 2006-2

  -- Cl. M-1, downgraded from Aa2 to A1
  -- Cl. M-2, downgraded from A2 to B2, on review for possible
     downgrade

  -- Cl. B-1, downgraded from Baa1 to Caa2
  -- Cl. B-2, downgraded from Baa2 to Caa3
  -- Cl. B-3, downgraded from Baa3 to Ca
  -- Cl. B-4, downgraded from Ba2 to C

Issuer: GSRPM Mortgage Loan Trust 2007-1

  -- Cl. M-1, downgraded from Aa2 to A3
  -- Cl. M-2, downgraded from A2 to B3
  -- Cl. B-1, downgraded from Baa1 to Caa1
  -- Cl. B-2, downgraded from Baa2 to Caa2
  -- Cl. B-3, downgraded from Baa3 to Caa3
  -- Cl. B-4, downgraded from Ba1 to Ca


HIGHGATE LTC: July 9 Sale Hearing for Four Nursing Homes
--------------------------------------------------------
The Honorable Robert E. Littlefield, Jr. of the U.S. Bankruptcy
Court for the Northern District of New York in Albany will convene
a hearing on July 9, 2008, to consider the sale of four nursing
homes -- under the Northwoods Rehabilitation and Extended Care
Centers name -- owned by Highgate LTC Management LLC to Hyman
Jacobs for $22,000,000, Alan Wechsler writes for The Times Union
from Albany, New York.

Mr. Jacobs owns seven nursing homes operating under the name
Windsor Healthcare LLC of Norwood, New Jersey, Mr. Wechsler
reports, citing court documents.

Mr. Jacobs has already made a $1,000,000 deposit, according to the
report.

As part of the deal, Mr. Jacobs will retain nearly all the
employees at the four homes, which are located in Niskayuna,
Schaghticoke, East Greenbush and Cortland, the report says.

As reported by the Troubled Company Reporter on May 21, 2007, the
Bankruptcy Court ordered the sale of the four nursing homes at a
June 28, 2007 auction.  The Court also ruled that a trustee would
be appointed to oversee the company and facilitate the sale.  Bill
Rochelle of Bloomberg News had reported at that time that Highgate
estimated the facilities to be worth between $32,000,000 and
$40,000,000.

Mr. Wechsler says last year's attempt to sell the properties
failed despite attracting 20 potential buyers because the state
demanded about $8,000,000 in unpaid taxes and interest.

Mr. Wechsler, citing Mark Fishman, the bankruptcy trustee in the
case, reports that a settlement was later reached with the state,
and four potential buyers made offers, with Mr. Jacobs having the
best one.

Mr. Jacob's offer remains subject to competitive bidding and
auction.  The report did not mention when the auction date would
be.

The deal is also subject to approval by the state Department of
Health, the report adds.

Mr. Jacobs is represented in the case by Richard Weisz, Esq., at
Hodgson Russ LLP in Albany.  Mr. Weisz, the report relates, said
said it was too early to discuss what changes might occur at the
facilities if the purchase goes through.

Headquartered in Niskayuna, New York, Highgate LTC Management LLC
operates nursing homes.  The company filed a chapter 11 petition
on April 16, 2007 (Bankr. N.D. N.Y. Case No. 07-11068).

Highgate Manor Group LLC, a debtor-affiliate, filed a separate
Chapter 11 petition on the same day (Bankr. N.D. N.Y. Case No.
07-11069).

J. Ted Donovan, Esq., at Finkel Goldstein Rosenbloom & Nash,
L.L.P., represents Highgate LTC Management in its restructuring
efforts.  When Highgate LTC Management sought protection from its
creditors, it listed assets of less than $10,000 and debts between
$1,000,000 and $100,000,000.


HILEX POLY: Prepackaged Chapter 11 Plan Confirmed
-------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware confirmed a prepackaged Chapter 11 plan
of reorganization of Hilex Poly Co. LLC and Hilex Poly Holding Co.
LLC, filed on May 2, 2008.  Judge Carey held that the disclosure
statement met all of the necessary statutory requirements within
the meaning of Section 1125 of the Bankruptcy Code.

The plan will become effective -- and the Debtors will emerge from
bankruptcy -- once all closing conditions to the plan have been
met.  With this action, the Debtors expect to emerge from Chapter
11 within a few weeks.  The plan will significantly reduce the
Debtors' debt, reduce annual interest expense and significantly
improve cash flow.

"We are extremely pleased that the Court has approved our Plan,"
said David Pastrich, president and chief executive officer of
Hilex.  "I would like to extend my gratitude to our employees,
customers and vendors for their unwavering support during this
process."

Mr. Pastrich concluded, "As a result of this successful
restructuring, Hilex will be able to better serve our customers,
as we further strengthen our market leadership position in the
plastic bag industry."

As reported in the Troubled Company Reporter on May 14, 2008, a
consortium of lenders headed by General Electric Capital
Corporation agreed to provide up to $140 million in revolving loan
and term loan under a debtor-in-possession credit agreement.  The
DIP facility is comprised of:

   i) a $90 million DIP revolving loan facility, and

  ii) a $50 million DIP term loan facility, including a swingline
      subfacility of at least $15 million.

The proceeds of the loan will be used to pay, among other things
(i) the first lien revolving loan claim, (ii) postpetition
operating expenses of the Debtors incurred in the ordinary course
of business, (iii) transaction fees and expenses, and (iv) certain
other costs of administration of the Chapter 11 cases.

The contemplated exit facility will feature a revolving credit
subfacility to be negotiated and a new term loan for $50 million.

                       Overview of the Plan

The Plan is based primarily upon a prepetition compromise with
the first lien agents, the second lien agents, the holders of the
revolving first lien loan claims, the holders of a majority of the
first lien term B loan claims, and the holders of a majority of
the second lien claims.  The Plan provides that:

   a) all existing equity interests in Hilex Opco will be
      cancelled and 100% of the new membership interests in Hilex  
      Opco will be issued to New Holdco;

   b) 85% of the New Common Stock of New Holdco will be
      distributed to the Holders of Second Lien Claims in
      exchange for the cancellation of their prepetition
      indebtedness;

   c) 15% of the New Common Stock of New Holdco will be
      distributed to Holders of First Lien Term B Loan Claims in
      exchange for the cancellation of their term loans;

   d) the Holders of First Lien Term B Loan Claims will also  
      receive New Holdco Notes, which are due 2013, in an         
      aggregate face amount of $115.1 million with, at the option
      of New Holdco, cash interest accruing at a rate of 12.75%
      per annum or payment in kind interest accruing at a rate of
      13.5% per annum;

   e) the Holders of First Lien Revolving Loan Claims will be paid
      in full in Cash, subject and pursuant to the terms of the
      Final DIP Order;

   f) the claims of trade and other general unsecured creditors
      against Hilex Opco will remain unimpaired; and

   g) all existing claims against and equity interests in Hilex
      Holding will be extinguished and cancelled and Hilex Holding
      will be dissolved.

                   Treatment of Claims And Interests

           Types of                       Estimated    Estimated
  Class    Claims            Treatment    Amount       Recovery
  -----    --------          ---------    ---------    ---------
   N/A     Administrative    unimpaired   $17,900,000     100%
           Claims
           
   N/A     DIP Claims        unimpaired   $93,300,000     100%

   N/A     Priority Tax      unimpaired   $400,000        100%
           Claims

    1      Priority Non-Tax  unimpaired   $1,300,000      100%
           Claims

    2      Other secured     unimpaired   $1,100,000      100%
           Claims

    3      First Lien        impaired     $50,100,000     100%  
           Revolving Loan
           Claims

    4      First Lien Term   impaired     $115,100,000    100%
           B Claims

    5      Second Lien       impaired     $105,900,000    106.5%
           Claims

    6      Hilex Opco        unimpaired   $46,400,000     40%  
           General Unsecured
           Claims

    7      Hilex Holdings    impaired     $28,000,000     0%
           General Unsecured
           Claims

    8      Intercompany      unimpaired   $500,000        100%
           Claims

    9      Hilex Holding     impaired     N/A             0%
           Interests

   10      Hilex Opco        impaired     N/A             0%
           Interests

A full-text copy of the Joint Prepackaged Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?2ba8

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2ba9

                        About Hilex Poly

Headquartered in Hartsville, South Carolina, Hilex Poly Co. LLC
-- http://www.hilexpoly.com/-- manufactures plastic bag and film   
products.  The company has approximately 1,324 personnel and has
10 manufacturing facilities located in the United States.

The company and its affiliates Hilex Poly Holding Co. LLC filed
for Chapter 11 protection on May 6, 2008 (Bankr. D. Del. Lead Case
No.08-10890).  Hilex Poly is a majority-owned subsidairy of Hilex
Poly Holding Co. LLC.  Edmon L. Morton, Esq., and Kenneth J.
Enos, Esq., at Young, Conaway, Stargatt & Taylor in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 3 has not appointed creditors
to serve on an Official Committee of Unsecured Creditors to date.

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


HOLOGIC INC: Offer to Buy Third Wave Stake Obtains FTC's Go Signal
------------------------------------------------------------------
Hologic Inc. disclosed that the Federal Trade Commission granted
early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, on June 24,
2008, in connection with Hologic's tender offer for all of the
outstanding shares of the common stock of Third Wave Technologies
Inc.  

As reported in the Troubled Company Reporter on June 12, 2008,
Hologic Inc. signed a definitive agreement to acquire Third Wave
Technologies Inc. for $11.25 per share, or approximately
$580 million, representing an approximately 24% premium to Third
Wave's average trading price over the last three months.

The early termination of the waiting period under the HSR Act
satisfies the conditions to the tender offer related to the
expiration or termination of any applicable waiting periods under
the HSR Act and other state and foreign regulatory laws relating
to the restraint of trade or lessening of competition. The tender
offer remains subject to certain other conditions described in the
Offer to Purchase.

Hologic commenced a Tender Offer on June 18, 2008, for all of the
outstanding shares of Third Wave common stock for $11.25 per share
in cash.  The tender offer is scheduled to expire at
12:00 midnight, New York City time, on July 16, 2008.

                About Third Wave Technologies Inc.

Third Wave Technologies Inc. (Nasdaq: TWTI) -- http://www.twt.com/  
-- develops and markets molecular diagnostic reagents for a
variety of DNA and RNA analysis applications based on its
proprietary Invader(R) chemistry.  The company's clinical
diagnostic offerings consist of products for conditions such as
Cystic Fibrosis, Hepatitis C, cardiovascular risk and other
diseases.  Third Wave has over 210 clinical testing customers.  
Third Wave has presence in the United States, Japan and Europe.  
The company's clinical diagnostic products are used by clinical
laboratories to create tests for screening, prognosis, diagnosis,
and monitoring by physicians of individual patients.  

                    About Hologic Inc.

Headquartered in Bedford, Massachussetts, Hologic Inc.
(NASDAQ:HOLX) - http://www.hologic.com/-- is a developer,
manufacturer and supplier of premium diagnostics, medical imaging
systems and surgical products dedicated to serving the healthcare
needs of women.  Hologic's core business units are focused on
breast health, diagnostics, GYN surgical, and skeletal
health.  Hologic provides a comprehensive suite of technologies
with products for mammography and breast biopsy, radiation
treatment for early-stage breast cancer, cervical cancer
screening, treatment for mennorrhagia, osteoporosis assessment,
preterm birth risk assessment, and mini C-arm for extremity
imaging.

                           *     *     *

As reported in the Troubled Company Reporter on June 12, 2008,
Moody's Investors Service affirmed the Ba3 corporate family rating
of Hologic Inc. and maintained a stable rating outlook after
report on the company's plans to acquire Third Wave Technologies
for about $580 million in debt.


IDENTIPHI INC: Posts $1,290,000 Net Loss in 2008 First Quarter
--------------------------------------------------------------
IdentiPHI Inc. reported a net loss of $1,290,000 on total revenue
of $1,510,000 for the first quarter ended March 31, 2008, compared
with a net loss of $310,000 on total revenue of $758,000 in the
same period last year.

Product revenue increased $792,000, or 119%, to $1,456,000 in the
first quarter of 2008, compared to product revenue of $664,000
recorded in the first quarter of 2007.

Gross profit for the first quarter of 2008 was $142,000, or 9%,
while gross profit for the first quarter of 2007 was $205,000, or
27%.  The gross profit percentage decrease in the first quarter of
2008 was primarily attributable to increased intangible asset
amortization classified as cost of revenue related to the merger
with Saflink in February 2008.

Total operating expenses for the first quarter of 2008 increased
approximately $956,000, or 205%, to $1.4 million from $466,000 for
the first quarter of 2007.  The overall increase was primarily due
to the merger with Saflink on Feb. 8, 2008, which added headcount
and public reporting company expenses that were not incurred
during the first quarter of 2007.

At March 31, 2008, the company's consolidated balance sheet showed
$8,952,000 in total assets, $3,121,000 in total liabilities, and
$5,831,000 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,960,000 in total current assets
available to pay $3,121,000 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?2eb6

                       Going Concern Doubt

PMB Helin Donovan, LLP, in Austin, Texas, expressed substantial
doubt about IdentiPHI 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.  The auditing firm pointed to   
IdentiPHI Inc.'s recurring losses from operations and net capital
deficiency.

                       About IdentiPHI Inc.

Based in Austin, Texas, IdentiPHI Inc. (OTC BB: IDPI) --  
http://www.identiphi.net/-- is a technology company offering a  
suite of enterprise security solutions and consulting services
direct to end-users and through partners, distributers and
resellers.  On Feb. 8, 2008, the company completed a merger with
IdentiPHI Inc., a Delaware corporation.  The merger was deemed a
"reverse merger" with IdentiPHI being treated as the "acquiring"
company for accounting and financial reporting purposes.  As a
result of the merger, IdentiPHI became the company's wholly-owned
subsidiary.  The company subsequently combined with IdentiPHI into
a single entity and changed the combined company's name to
"IdentiPHI Inc."


INDYMAC BANCORP: Should Be Monitored, Senator Asks Regulators
-------------------------------------------------------------
According to The Wall Street Journal, New York Democratic Sen.
Charles Schumer is asking the Federal Deposit Insurance Corp., the
Office of Thrift Supervision, and the Federal Housing Finance
Board to monitor more closely the financial health of IndyMac
Bancorp Inc.

In letters sent Tuesday to the federal regulators, drafts of which
were viewed by the Journal, Sen. Schumer said he is "concerned
that IndyMac's financial deterioration poses significant risks to
both taxpayers and borrowers and that the regulatory community may
not be prepared to take measures that would help prevent the
collapse of IndyMac or minimize the damage should such a failure
occur."

The Journal notes that the finance board regulates the 12 regional
federal home loan banks, which are owned by banks and thrifts but
chartered by Congress.  Because of their congressional charter and
role in providing funds for home loans, according to the Journal,
investors assume that the government would stand behind the home
loan banks in a crisis.

The Journal's James R. Hagerty relates that IndyMac had $10.4
billion of loans, or "advances," from the Federal Home Loan Bank
of San Francisco at the end of the first quarter.  The loans, Mr.
Hagerty writes, are backed by mortgage loans, among others, as
collateral.

In his letter, according to the Journal, Sen. Schumer asked the
regulators to determine whether the credit and collateral terms
for IndyMac "accurately reflect the associated risks," and whether
the Federal Home Loan Bank of San Francisco plans "actions to
mitigate the risks of its exposure to IndyMac."

According to the Journal, a spokeswoman for IndyMac has said she
hadn't seen the letters and had no immediate comment.

The Journal notes that IndyMac's share price has collapsed,
trading early Thursday afternoon at 90 cents, down from about $31
a year earlier.

As reported by the Troubled Company Reporter on May 14, 2008,
IndyMac reported a net loss of $184.2 million for the first
quarter of 2008, compared with net
earnings of $52.4 million.

Michael W. Perry, Indymac's Chairman and CEO, said at that time,
"[w]ith respect to profitability, we do not expect that Indymac
will be able to return to overall profitability until the current
decline in home prices decelerates.  As it is uncertain that this
will happen in 2008, we are not currently forecasting a return to
profitability this year.  With that said, we are forecasting
continued improvement in our performance and declining quarterly
losses for the remainder of 2008, with a $20 million loss
projected for the fourth quarter, which would be a 96 percent
reduction from Q4-07 and an 89 percent reduction from Q1-08."

"With respect to our key business segments, we are forecasting
that our mortgage banking business (including mortgage production
and servicing) will be profitable in the second quarter and
thereafter.  We are forecasting that our thrift segment (including
our MBS, SFR whole loan and consumer construction portfolios) will
become profitable in the third quarter and that our overall
business, excluding discontinued activities, will be close to
breakeven by the third quarter and have a small profit for the
second half of 2008. The net loss from discontinued business
activities is projected to decline from $40 million in Q1-08 to
roughly $23 million in Q4-08."

                       About Indymac Bancorp

Headquartered in Pasadena, California, IndyMac Bancorp Inc.
(NYSE:IMB) -- http://www.indymacbank.com/-- is the holding    
company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that
originates mortgages in all 50 states of the United States.   
Indymac Bank provides financing for the acquisition, development,
and improvement of single-family homes.  Indymac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.  The
company facilitates the acquisition, development, and improvement
of single-family homes through the electronic mortgage information
and transaction system platform that automates underwriting, risk-
based pricing and rate locking via the internet at the point of
sale.  Indymac Bank offers mortgage products and services that are
tailored to meet the needs of both consumers and mortgage
professionals.  Indymac operates through two segments: mortgage
banking and thrift.

In the first quarter, IndyMac was the 11th-largest producer of
U.S. home mortgages, the Wall Street Journal says, citing Inside
Mortgage Finance, a trade publication.

                          *     *     *

As reported by the Troubled Company Reporter on May 15, 2008,
Fitch Ratings downgraded the long-term Issuer Default Ratings of
Indymac and its wholly owned bank subsidiary Indymac Bank FSB
(bank), and placed those ratings on Rating Watch Negative:

     -- Long-term IDR to 'B-' from 'BB';
     -- Short-term IDR to 'C' from 'B';
     -- Individual to 'D/E' from 'C/D'.

Fitch's action reflects the company's challenges in returning to
profitability and decision to defer dividend payments on preferred
stock issued by IMB and the bank.  Approximately $19.9 billion of
debt and deposits are involved in Fitch's rating action.

The TCR also related on May 14, 2008, that Standard & Poor's
Ratings Services lowered its rating on Indymac and its
subsidiaries, including lowering the counterparty credit rating on
Indymac to 'B/C' from 'BB+/B'.  S&P also lowered its ratings on
the rated preferred stock of both Indymac and IndyMac Bank FSB to
'D' in light of the bank's announcement that its board had voted
to suspend dividend payments on these rated issues.  The corporate
credit ratings on
both the bank and the holding company were placed on CreditWatch
with negative implications.


IVANHOE ENERGY: To Increase Private Placement to C$88 Million
-------------------------------------------------------------
Ivanhoe Energy Inc. is increasing the private placement disclosed
on June 6 to C$88 million due to significantly increased
expressions of interest from institutional investors.  The price
for the offering has been set at C$3.00 per special warrant.  
Ivanhoe Energy announced on June 6 that it was intending to raise
up to C$50 million.

Private placement allocations based on expressions of interest
received to date remain subject to completion of formal
documentation.  The proceeds will be used by Ivanhoe Energy to
make the initial payment of C$30 million required under the
company's agreement with Talisman Energy Canada to acquire
Talisman's interests in three leases in the Athabasca oil sands
region in the Province of Alberta, Canada, which was announced on
May 29, 2008.  Ivanhoe Energy plans to use the balance of the
funds for general working capital purposes and for its planned
development activities on the oil sand leases.

Subject to regulatory approval and satisfaction of all conditions
precedent, the private placement is expected to close
contemporaneously with the closing of the acquisition of the oil
sand leases.

                       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.

                       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.


JOEY STEINFELDT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joey B. Steinfeldt
        Kristi R. Steinfeldt
        4760 SW Trail Rd.
        Tualatin, OR 97062

Bankruptcy Case No.: 08-32709

Type of Business: The Debtors own and operate the mortgage group,
                  Accolade Technologies Mgt Corp; the construction  
                  holding company, ABR Construction Holdings NW
                  Inc; and the data solutions, Alphatech Voice &
                  Data Solutions and Williamette Valley Company.

Chapter 11 Petition Date: June 5, 2008

Court: District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Ted A. Troutman, Esq.
                  Email: tedtroutman@sbcglobal.net
                  16100 NW Cornell Rd. 200
                  Beaverton, OR 97006
                  Tel: (503) 292-6788

Total Assets: $3,398,219

Total Debts:  $2,689,183

A copy of Joey B. Steinfeldt and Kristi R. Steinfeldt's petition
is available for free at:

      http://bankrupt.com/misc/orb08-32709.pdf


JPMORGAN-CIBC: S&P Trims Ratings and Removes Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from JPMorgan-CIBC Commercial Mortgage-Backed Securities
Trust 2006-RR1 and removed them from CreditWatch with negative
implications, where they were placed on May 28, 2008.  
Concurrently, S&P raised its rating on one class from this
transaction and affirmed eight others, one of which S&P removed
from CreditWatch with negative implications.
     
The rating actions follow its full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities.
     
According to the trustee report dated June 20, 2008, the
transaction's current assets included 83 classes of CMBS pass-
through certificates from 53 distinct transactions issued between
2002 and 2006.  None of the CMBS transactions represents an asset
concentration of 10% or more.  The aggregate principal balances of
the assets and the liabilities each totaled $523.9 million, which
is unchanged since issuance.  The transaction has realized no
principal losses to date, and none of the current assets are
first-loss CMBS assets.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BBB'
rated obligations.  Standard & Poor's rates $452.6 million (86%)
of the assets.  S&P reanalyzed its outstanding credit estimates
for the remaining assets.
     
Standard & Poor's analysis of the transaction supports the
lowered, raised, and affirmed ratings.


       Ratings Lowered and Removed from Creditwatch Negative

JPMorgan-CIBC Commercial Mortgage-Backed Securities Trust 2006-RR1
                   CMBS pass-through certificates

                                   Rating
                                   ------
                      Class    To           From
                      -----    --           ----
                      J        BB-          BB/Watch Neg
                      K        B-           BB-/Watch Neg
                      L        CCC          B-/Watch Neg

                           Rating Raised

JPMorgan-CIBC Commercial Mortgage-Backed Securities Trust 2006-RR1
                  CMBS pass-through certificates

                                   Rating
                                   ------
                      Class    To           From
                      -----    --           ----
                      C        A+           A

       Rating Affirmed and Removed from Creditwatch Negative

JPMorgan-CIBC Commercial Mortgage-Backed Securities Trust 2006-RR1
                   CMBS pass-through certificates

                                  Rating
                                  ------
                     Class    To           From
                     -----    --           ----
                     H        BB+          BB+/Watch Neg

                         Ratings Affirmed

JPMorgan-CIBC Commercial Mortgage-Backed Securities Trust 2006-RR1
                   CMBS pass-through certificates
              
                           Class    Rating
                           -----    ------
                           A1       AAA
                           A2       AAA
                           B        AA
                           D        A-
                           E        BBB+
                           F        BBB
                           G        BBB-


JSG DEVELOPMENT: Lender Fifth Third to Sell Collateral on June 30
-----------------------------------------------------------------
Fifth Third Bank in Chicago, lender and secured party of JSG
Development LLC, will sell all personal and fixture property of
JSG on June 30, 2008, 9:00 a.m., at Wildman Harrold Allen LLP,
225 West Wacker Drive, 30th Floor, Chicago, Illinois.

The properties being sold are collateral to the Security
Agreement, the Construction Loan Agreement and the Non-Revolving
Promissory Note entered by JSG with the lender on Sept. 27, 2005.

Information on the sale and the properties up for sale may be
obtained from:

     Wildman Harrold, Allen & Dixon LLP
     Attn: David P. Dallas
     Tel (312) 201-2192

The JSG Development LLC -- http://jsgdevelopment.com/-- is a  
designer, builder and developer of homes.


JULIO ROMERO: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Julio E. Romero
        dba
        Romero Apartments
        31 Gates Street
        Apt. 1
        Worcester, MA 01610

Bankruptcy Case No.: 08-41930

Type of Business: The Debtor owns and operates Romero Apartments,
                  a residential and commercial real estate.

Chapter 11 Petition Date: June 17, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Nicholas Katsonis, Esq.
                  Email: nkatsonis@yahoo.com
                  de Verges & Katsonis
                  40 Southbridge St., Ste. 215
                  Worcester, MA 01608
                  Tel: (508) 754-2600
                  Fax: (508) 754-1818
                  http://www.worcester-legal.com/

Total Assets: $1,160,651

Total Debts:  $1,556,121

A copy of Julio E. Romero's petition is available for free at:

      http://bankrupt.com/misc/mab08-41930.pdf


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

As the Committee's co-counsel, Akin Gump is expected to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
in New York, assured the Court at a June 18, 2008, hearing that
his firm and Shaw Gussis Fishman Glantz Wolfson & Towbin, the
Committee's co-counsel will coordinate their tasks to avoid
duplication.

A representative from the U.S. Trustee's office told Judge
Sonderby at the same hearing that he shared the Court's concern
on duplicative efforts, and thus, asked both firms to file their
fee applications in the same format so that it would
be easy to review them side-by-side.  The Debtors' counsel, Ray
Schrock, Esq., at Kirkland & Ellis, said his firm will also be
reviewing the fee applications and he is confident they can work
constructively together.  

The Court advised the firms that it will be carefully
"scrutinizing" the fee applications they will be filing.

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

                       About Kimball Hill

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

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

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


KIMBALL HILL: Committee Can Employ Shaw Gussis as Co-counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Kimball Hill Inc.
and its debtor-affiliates' Chapter 11 cases obtained permission
from the U.S. Bankruptcy Court for the Northern District of
Illinois to retain Steven B. Towbin, Esq., and the law firm Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC as its co-counsel.

As co-counsel to the Committee, Shaw Gussi is expected to:

   a) advise the Committee with respect to its duties and powers
      in the Debtors' bankruptcy cases;

   b) consult with the Debtors and their counsel concerning the
      administration of these Chapter 11 cases;

   c) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors;

   d) advise the Committee in connection with the formulation of
      a plan and the plan process;

   e) assist the Committee with its obligation to provide
      reasonable access to information for all unsecured
      creditors with claims against the Debtors;

   f) assist the Committee in requesting the appointment of a
      trustee or examiner, should such action be necessary; and
    
   g) perform any and all other legal services on behalf of the
      Committee as may be required and in the interest of
      creditors.

Shaw Gussis will be paid for its services according to the firm's
hourly rates, which are:

            Professional         Hourly Rate
            ------------         -----------
            Member               $350 to 580
            Associates           $230 to 325

The rates for specific Shaw Gussis professionals who will work
with the Committee are:

            Professional         Hourly Rate
            ------------         -----------
            Steve Towbin             $580
            Mark Radtke              $325
  
Shaw Gussis will also be reimbursed for necessary and reasonable
expenses it incurred or will incur in connection with its
representation of the Committee.

The Committee has also selected Daniel H. Golden and the law firm
of Akin Gump Strauss Hauer & Feld LLP to serve as its co-counsel
in the Debtors' cases.  Akin Gump does not, however, have any
Chicago offices and the Committee understands the importance of
qualified counsel with a local presence.  The Committee does not
believe that its proposed retention of Akin Gump and Shaw Gussis
will result in any significant added cost or duplication of
efforts.

Steven B. Towbin, Esq., a partner at Shaw Gussis Fishman Glantz
Wolfson & Townbin LLC, informed the Court that his firm has
represented and continues to represent, in matters unrelated to
the Debtors' cases, the Ad Hoc Group of Secured Trade Creditors
of Neumann Homes, Inc., et al., of which Stock Building Supply
Company, a creditor of the Debtors, is a member.

Mr. Towbin assured the Court that his firm is a "disinterested  
person," as that term is defined in Section 101(14) of the U.S.
Bankruptcy Code, as modified by Section 1107(b).

                       About Kimball Hill

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

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

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


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

As the Committee's financial advisors, FTI Consulting is
expected to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

These FTI professionals will the working primarily with the
Committee:

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

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

                       About Kimball Hill

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

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

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


KIMBALL HILL: Court Establishes Procedures for Claims Settlement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
established uniform settlement procedures for certain threatened
or actual claims and causes of action brought by or against
Kimball Hill Inc. and its debtor-affiliates.   

In the ordinary course of business, disputes between the Debtors
and other parties often arise, concerning, among other things,
tort and contractual claims, claims of governmental agencies
regarding environmental, health, safety, zoning and other
regulations, and supplier/customer-related disputes.   
Consequently, numerous third parties hold various claims and
causes of action against the Debtors that have been or will be
asserted through litigation, administrative action, arbitration,
or other types of action or proceeding.  Similarly, the Debtors
also hold claims and causes of action against third parties that
they have asserted or will assert through litigation, or other
types of proceedings.

The Settlement Procedures will apply to De Minimis Claims
asserted (i) by third parties that are not "insiders" as defined
in Section 101(31) of the U.S. Bankruptcy Code against the
Debtors, or (ii) by the Debtors against the settling parties.

The Settlement Procedures are:

   (a) The Debtors will not agree to any settlement of a De
       Minimis Claim unless they determine these factors warrant
       settlement:

       -- the probability of success if the claim is litigated or
          arbitrated;

       -- the complexity, expense, and likely duration of any
          litigation or arbitration with respect to the claim;

       -- any other factors that weigh in favor of the
          settlement;

       -- the interests of the Debtors', their creditors, and
          shareholders.

   (b) No settlement will take effect unless it is executed by
       the Debtors' authorized representative.

   (c) Where the proposed settlement amount does not exceed
       $150,000, the Debtors may agree to settle the claim or
       cause of action on any reasonable terms, and may enter
       into, execute, and consummate a written settlement
       agreement binding  on them and their estates without
       notice or further Court action after seven calendar days
       notice to counsel for the agent for their Senior Secured
       Prepetition Lenders and counsel to the Official Committee
       of Unsecured Creditors.

   (d) If the Prepetition Lenders Agent or the Committee files an
       objection to any proposed settlement below $150,000 and
       serves that objection on the Debtors so that it is
       received by the deadline, the matter will be heard at the
       next regularly scheduled omnibus hearing, subject to the
       Debtors' right to request a hearing on an expedited basis.
       If the Debtors resolve the objection, they may submit a
       proposed order to the Court with notice to the Creditors
       Committee and the Prepetition Agent.

   (e) Where the Settlement Amount is more than $150,000 but does
       not exceed $1,000,000, the Debtors may agree to settle the
       claim or cause of action, only if:

       -- the Debtors provide written notice of the settlement
          terms to the (i) Office of the United States Trustee
          for the Northern District of Illinois, (ii) counsel to
          the Prepetition Agent, and (iii) counsel to the
          Creditors' Committee; and

       -- none of the Notice Parties objects in writing to the
          settlement terms within 10 calendar days after service
          of written notice.  In the absence of any objection,
          the Debtors may enter into a written settlement
          agreement without further Court order.

   (f) If any of the Notice Parties objects to any settlement by
       the Settlement Objection Deadline, the Debtors may only
       enter into the proposed settlement with the Settling
       Party:

       -- after the resolution of the objection raised; or
       -- upon Court approval.

   (g) The Debtors will seek Court approval of any settlement not
       authorized pursuant to these Settlement Procedures.

   (h) The Debtors may agree to the modification of the automatic
       stay so that a claimant may continue prosecuting
       litigation on which the Debtors have insurance coverage
       without further Court approval provided at a minimum, that
       each Claimant must:

       -- waive all related claims against the Debtors and their
          estates; and

       -- agree to enforce any claim, and judgment on account of
          the claim pertaining to applicable insurance proceeds,
          if any.
  
       If the Debtors and the Claimant negotiate an agreement to
       modify the automatic stay, the Debtors will file an
       executed stipulation on the agreement, which will take
       effect upon filing.

The Settlement Procedures will reduce the burden on the Court's
docket while complying with the requirements of the Bankruptcy
Code, the Debtors asserted.  Consequently, the interests of all
the creditors will be protected through the notice and objection
provisions of the Settlement Procedures, the Debtors averred.

                       About Kimball Hill

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

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

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


KIMBALL HILL: Court Establishes Contract Rejection Procedures
-------------------------------------------------------------
At the behest of Kimball Hill Inc. and its debtor-affiliates, the
U.S. Bankruptcy Court for the Northern District of Illinois
established uniform procedures to expedite the process of
rejecting executory contracts and unexpired leases in the Debtors'
Chapter 11 cases pursuant to Section 365(a) of the U.S. Bankruptcy
Code.

The Debtors related that they continue to analyze various aspects
of their operations in connection with their restructuring
efforts, including evaluating the profitability of their
prepetition executory contracts and unexpired leases.  The
Debtors informed the Court that they are focused on identifying
and shedding unnecessary and burdensome Contracts.  They estimated
that they have more than 5,000 outstanding Contracts.

The Contract Rejection Procedures are:

1) The Debtors will file a notice to reject contract or
    contracts, which will set forth:

    * the contract to be rejected;
    * names and addresses of counterparties to the contract;
    * the effective date of the rejection for each contract; and
    * the deadlines and procedures for filing objections to the
      Rejection Notice.

2) The Debtors will serve the Rejection Notice on the
    counterparties to the contract to be rejected by overnight
    delivery service or by email on:

    * counsel to the Official Committee of Unsecured Creditors;
    * counsel to the the Debtors' Prepetition Lenders' Agent; and
    * the Office of the United States Trustee.

3) Parties who oppose any contract rejection must file a
    written objection with the Court to be actually received
    within 10 calendar days after the date of the Rejection
    Notice by these objection service parties:

    * counsel to the Debtors;
    * counsel to the Official Committee of Unsecured Creditors;
    * counsel to the Prepetition Lenders Agent; and
    * the Office of the United States Trustee.

4) In the absence of any timely filed objection, the Debtors
    will file with the Court a certificate of no objection with a
    proposed rejection order.  The Debtors, however, will file a
    notice of the hearing on the objection, should there be any,
    which are timely filed with the Court.

5) Pursuant to Section 501 of the Bankruptcy Code, any claim
    arising from the rejection of a contract with the Debtors
    must be filed by the Rejection Claim Bar Date in order to be
    considered by the Court.

The Debtors maintain that the Rejection Procedures will minimize
costs to their estates and reduce the burden on the Court's
docket while protecting creditors with an interest in the
Contracts.

                       About Kimball Hill

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

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

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


KREE TECHNOLOGIES: Financial Troubles Prompt Bankruptcy Filing
--------------------------------------------------------------
Kree Technologies Inc., a subsidiary of Kree Tech International
Corporation, has filed for bankruptcy.

This action was taken due to the continuing decline in the
company's financial position and its inability to generate
sufficient revenues to cover its obligations.  

This happened over a month after Kree Technologies USA Inc., Kree
Technologies Inc.'s subsidiary, closed its plant in Clearwater,
Florida.

"Our firm has worked strenuously to avoid this bankruptcy"  stated
Gregory Moffat, CEO.  "However due to industry overseas
competitors, intense market competition, loss of key customers,
and increasing costs of raw materials we were unable to operate
profitably."

In addition Kree disclosed the resignation of Mr. Rob Hutchison
from the board of directors.  The board of directors of Kree is
seeking new opportunities to protect Kree's shareholders best
interests, including, but not limited to, the potential sale
of the company.

                   About Kree Technologies Inc.

Located in Quebec, Canada, Kree Technologies Inc. is a developer
of pressure-sensitive products for the health care industry.  Kree
has developed innovative and cost-efficient medical tape products
including printed vinyl, coated plastic and fabric substrates, and
bulk finished goods.  Kree has also developed proprietary coating
formulations giving its medical bandages greater effectiveness and
versatility.  The company's products are distributed in North
America, Australia, Asia and Europe in both the retail and
hospital markets.


LANDSOURCE COMMUNITIES: Wants to Hire Bilzin as Special Counsel
---------------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code and
Rule 2014 of the Federal Rules of Bankruptcy Procedure,
LandSource Communities Development LLC and its debtor-affiliates  
seek the authority of the U.S. Bankruptcy Court for the District
of Delaware to employ Bilzin Sumberg Baena Price & Axelrod LLP as
their special corporate counsel, nunc pro tunc to June 8, 2008.

Since 2004, Bilzin Sumberg has represented the Debtors in general
corporate, financing and real estate matters.  Bilzin Sumberg has
a prior experience and knowledge regarding the Debtors'
corporate, real estate and capital structure, including the
negotiation, structuring and documentation of the First Lien
Credit Documents and the Second Lien Credit Documents.

Bilzin Sumberg's current hourly rates are:

   Professional               Hourly Rate
   ------------               -----------
   Attorneys                   $225 - $700
   Legal Assistants            $165 - $295
   Paralegals                  $165 - $295

As of the Petition Date, Bilzin Sumberg is owed approximately
$200,000 for its prepetition services.  Bilzin Sumberg intends to
retain its claim against the Debtors for fees which were unpaid
as of the Petition Date.

Bilzin Sumberg has not been paid a retainer for services and
costs incurred on behalf of the Debtors as of June 20, 2008.  The
Debtors have agreed to support Bilzin Sumberg's applications to
be paid reasonable attorneys' fees on an hourly rate basis and to
obtain reimbursement of all costs and expenses incurred in
connection with the Debtors' Chapter 11 cases.

Jay Sakala, a partner at Bilzin Sumberg, 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.

Mr. Sakala notes that Bilzin Sumberg will work closely with Weil
Gotshal & Manges LLP and Richards, Layton & Finger, P.A., to
ensure there is no duplication of effort, whenever possible, with
respect to each firm's respective duties.

                   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).


LPL HOLDINGS: Moody's Places CF Rating on Review for Possible Hike
------------------------------------------------------------------
Moody's Investors Service placed on review for a possible upgrade
the B1 corporate family rating of LPL Holdings, Inc..  Moody's
last rating action on LPL was on Feb. 8, 2007 when the CFR was
upgraded to B1 from B2 and assigned a positive rating outlook.

According to Moody's, today's rating action recognizes the steady
progress LPL has made in building its business and increasing its
cash generation, thus reducing cash flow leverage and improving
interest coverage.  LPL's cash flow leverage ratio improved to
4.5x in 2007 from 5.4x in 2006 and is now significantly better
than the 7.7x leverage in 2005, at the time of LPL's leveraged
buyout.  The significant reduction in leverage is a key rating
factor contributing to consideration of a possible upgrade to Ba3.

"LPL has continued to demonstrate strong performance, growing its
base of advisors and client assets both organically and through
bolt-on acquisitions of underperforming introducing brokers,"
Alexander Yavorsky, Moody's assistant vice-president said.  
"Although pressuring margins in the near-term, the acquisition
strategy is understandably aimed at capitalizing on LPL's
operating leverage and superior technology.  If expenses are
successfully reduced, the strategy should pay off and, absent
significant additional borrowing, result in further delevering."

While the reduction in leverage has improved LPL's credit profile,
Moody's noted as a result of its acquisition strategy, LPL's
overall indebtedness has not been reduced since its LBO.  During
the review process, Moody's will explore management's financial
policy going forward.

An important factor to be considered by Moody's during the review
will be how LPL will seek to balance the financial interests of
its shareholders, the capital requirements of its growth strategy,
and the need to reduce the risks posed by its significant level of
indebtedness ($1.4 billion).

Over the last two years, LPL's revenue mix has continued to shift
toward a greater proportion of recurring revenue, which in 2007
comprised approximately 60% of total revenue.  This trend is being
driven by continued migration by clients to advisory accounts and
the overall growth in fee-generating client assets.  While
positive from the standpoint of reducing reliance on potentially
volatile transaction volumes and therefore supportive of LPL's
credit profile, the shift to asset-based sources of revenue
increases LPL's potential sensitivity to equity markets'
performance.

This is especially the case given the predominantly long-only
investment style of its advisors and end-clients.  Therefore,
during the review process, Moody's will evaluate the sensitivity
of LPL's results to a possible downturn in the equities markets,
both in terms of top-line performance and management's ability to
curtail expenses.

On Review for Possible Upgrade:

Issuer: LPL Holdings, Inc.

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Senior Subordinated Regular Bond/Debenture Due 2015, Placed
     on Review for Possible Upgrade, currently B3

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently B1

  -- Senior Secured Bank Credit Facility Due 2013, Placed on
     Review for Possible Upgrade, currently B1

Outlook Actions:

Issuer: LPL Holdings, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

LPL is a leading provider of infrastructure and support services
to independent financial advisors.  In 2007, LPL generated
$2.7 billion of revenue and ended the year with $232 billion in
assets under administration.


MAGNOLIA FINANCE: Moody's Cuts Series 2005-2 Notes' Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of these notes
issued by Magnolia Finance II plc Series 2005-2:

Class Description: Magnolia Finance II plc Series 2005-2 due 2010

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba2

Moody's explained that the rating action reflects deterioration in
the credit quality of the transaction's underlying reference
portfolio, which consists primarily of corporate securities.


MANCHESTER INC: Court Confirms Third Amended Chapter 11 Plan
------------------------------------------------------------
Judge Barbara J. Houser of the United States Bankruptcy Court for
the Northern District of Texas confirmed a third amended Chapter
11 plan of reorganization filed by Manchester Inc. and its debtor-
affiliates on June 17, 2008.

On June 6, 2008, Judge Houser approved the Debtors' disclosure
statement filed before the Court on April 16, 2008.  She held that
the disclosure statement contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code.

According to papers filed with the Court, the Plan resolves the
issue between lender Palm Beach Multi-Strategy Fund LP and the
Debtors, wherein the Debtors sued the lender for improperly
seeking to take control of the their assets.  The lender and the
unsecured creditors voted their claims in favor of the Debtors'
plan, Bloomberg News reports.

As part of the plan, Alex D. Moglia, president and lead
restructuring professional of Moglia Advisors, will serve as
litigation trustee, at the behest of the Official Committee of
Unsecured Creditors of the Debtors.  Mr. Moglia will be paid
$410 per hour for his rendered services.

                         Plan Overview

Under the Plan, the Debtors and a trustee will complete a
litigation trust agreement and set up a litigation trust on the
effective date.  On that date, the Debtor is expected to return
any remaining cash to the litigation trust while the senior lender
is also expected to remit the Plan cash and seed cash to the
litigation trust.

All causes of action -- other than causes of action arising
in the ordinary course of the Debtors' business in regard to
the enforcement and collection of automobile loans -- will be
transferred to the litigation trust immediately.  The proceeds of
the litigation trust will be used to pay all allowed claims as
provided in the Plan.

On the effective date, all parent common stock interests will be
terminated and canceled.  The Debtor, then, will issue new common
stock to holders of senior lender secured claims pursuant to
the Plan.

All property of the estates -- including any property acquired by
the Debtors during the Chapter 11 cases -- will revest in the
respective reorganized Debtors.

                      Liquidation Analysis

In a Chapter 7 liquidation, the Debtors estimate a $35,018,628
gross recovery with trustees and liquidation expenses of at least
$1,300,000 and payment of priority sales tax claims from accounts
receivable collections of $3,738,000, for a net recovery of only
$29,978,557 to the estates.  The net recovery is sufficient to
satisfy even the senior lender secured claims.

The amended plan classified claims against and liens in the
Debtors in 10 classes.  The Classification of treatment of claims
and interests are:

                 Treatment of Claims and Interests

              Type                        Estimated    Estimated
Class         of Claims       Treatment   Amount       Recovery
-----         ---------       ---------   -----------  ---------
unclassified  administrative  unimpaired  $0           100%
               claims

unclassified  priority tax    unimpaired  $200,000     100%
               claims

1             Priority        unimpaired  $3,738,000   100%
               non-tax claims

2             M&I Secured     unimpaired  $423,000     100%
                Bank Claims

3             Other Secured   unimpaired  $0           100%
                Claims

4             senior lender   impaired    --           100%
               secured claims           

5             general         impaired    $23,383,984  5.4%
               unsecured
               claims

6             intercompany    impaired    $0           0%
               claims

7             senior lender   impaired    $0           0%
               unsecured
               claims                   

8             Lancelot        impaired    $2,841,000   12.6%
                claims

9             parent common   impaired    --           none
               stock
               interests                

10            subsidiary      impaired    --           retain
               equity                                  interests
               interests

Holders of class 1 allowed priority non-tax claims will be paid in
cash plus interest accruing after the Debtors' bankruptcy filing
from the remaining cash, if any, on the Plan's effective date.

Class 2 M&I Bank secured claim will be reinstated and paid by the
reorganized Debtors when due pursuant to the terms and conditions
of the bank's agreements.

At the sole discretion of the Debtors, holders of class 3 other
secured claims will receive, either (i) the collateral securing
the claims, (ii) cash equal to the lesser of the allowed amount of
the claim plus interests, (iii) treatment required under section
1124(2) of the Bankruptcy Code for allowed other secured claim to
be impaired, or (vi) other treatment on other terms and conditions
as may be agreed upon in writing by the holders and the Debtors.

On the Plan's effective date, class 4 senior lender secured claims
will be entitled to receive in proportion to the ratio of the
allowed secured claims owed by the Debtors.

Class 5 general unsecured and class 7 senior lender unsecured
claims will receive a pro rata share from the remaining (i) Plan
cash, (ii) litigation trust funds.  As of the Plan's effective
date, class 5 have not been paid.  In the Debtors' earlier plan
version, class 5 claims totaled $21,928,497.

To the extent possible, any portion of class 8 Lancelot claim is
deemed to constitute a secured claim such claim will treated as a
class 3 other secured claim.  But, any portion of class 8 claim is
deemed to an unsecured claims such claim will treated as a class 5
general unsecured claim.  Class 8 was expected to recover 5.4%
under the Debtors' earlier plan version.

Class 6, 9 and 10 will not receive any distribution under the
Plan.

                        About Manchester

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here    
auto business.  Buy-Here/Pay-Here dealerships sell and finance
used cars to individuals with limited credit histories or past
credit problems, generally financing sales contacts ranging from
24 to 48 months.  It operates six automotive sales lots, which
focus on the Buy-Here/Pay-Here segment of the used car market.

The company and its seven affiliates filed for chapter 11
protection on Feb. 7, 2008 (Bankr. N.D. Tex. Case No.08-30703).  
Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Eric A. Liepins, Esq., is the Debtors'
local counsel.  The U.S. Trustee for Region 6 appointed creditors
to serve on an Official Committee of Unsecured Creditors in these
cases.  Powell Goldstein LLP represents the Committee as counsel.  
As of the Debtors' bankruptcy filing, it listed total assets of
$131,582,157 and total debts of $123,881,668.


MARSHALL HOLDINGS: To Pay CAMOFI $1MM to Resolve Claims & Disputes
------------------------------------------------------------------
Marshall Holdings International Inc. executed a Settlement
Agreement and Mutual Release with CAMOFI Master LDC and CAMHZN
Master LDC with respect to a Purchase Agreement, dated Oct. 31,
2007.

Pursuant to the Purchase Agreement, there were executed and
delivered those certain CAMOFI 12% Secured Promissory Notes due
May 1, 2008, Letter Agreement, (Fuselier) Guarantee, Marshall
Holdings Guarantee, Mortgage (Nevada), Mortgage (Utah), Security
Agreement, Security Interest and Pledge Agreement, Common Stock
Purchase Warrant to Purchase 424,936 Shares of Common Stock of
Marshall Holdings International, Inc., and Common Stock Purchase
Warrant to Purchase 1,200,063 Shares of Common Stock of Marshall
Holdings International, Inc.

To date, the company has been unable to satisfy certain of its
obligations in the Transaction Documents.  In that regard, the
company and CAMOFI wished to settle all claims, disputes, and
obligations arising out of or related to the Transaction
Documents, including all claims asserted or that could have been
asserted in the Transaction Documents:

1) Settlement

   In settlement of all of its obligations in the Transaction
   Documents, the company

   (a) agreed to pay to CAMOFI the sum of $1,000,000 on or before
       90 days from June 17, 2008, and

   (b) until such time as CAMOFI will notified the company in
       writing that it has sold or otherwise disposed of all of
       the shares of Marshall Holdings common stock held by it,
       the company will cooperate fully with CAMOFI and its
       counsel and deliver, within a reasonable time, upon the
       request of CAMOFI or its counsel any and all opinions of
       counsel, certificates, agreements, instruments and
       documents reasonably requested by CAMOFI or its counsel to
       enable CAMOFI to sell or otherwise dispose of its Shares.

2) Consideration

   In addition to the Settlement Payment, as consideration for the
   execution of the Agreement, the company will, simultaneously
   with the execution of the Settlement Agreement pay to CAMOFI:

   (a) the sum of $20,000 and

   (b) the sum of $15,000 as reimbursement for legal fees and as a
       management fee, the payment of which grants to us the right
       to make the Settlement Payment on or before 30 days from
       June 17, 2008.

If the Settlement Payment is not made within 30 days from June 17,
2008, the company will pay to CAMOFI an additional $20,000 before
31 days from June 17, 2008, the payment of which will grant to the
company the right to make the Settlement Payment on or before 60
days from June 17, 2008.  If the Settlement Payment is not made
within 60 days from June 17, 2008, the company must pay to CAMOFI
an additional $20,000 before 61 days from June 17, 2008, the
payment of which will grant to the company the right to make the
Settlement Payment on or before 90 days from June 17, 2008, which
extension will be final.

A full-text copy of the Settlement Agreement and Mutual Release is
available for free at http://ResearchArchives.com/t/s?2eb7

                      About Marshall Holdings

Headquartered in Las Vegas, Nevada, Marshall Holdings
International Inc. fka Gateway Distributors Ltd. (OTC BB: MHII.OB)
-- http://www.mhii.net/-- distributes vitamins, nutritional    
supplements, whole health foods and skin care products mainly in
the United States of America and Canada, with some sales in Russia
and Indonesia.

Marshall Holdings International Inc.'s consolidated balance sheet
at March 31, 2008, showed $11,769,411 in total assets and
$14,188,058 in total liabilities, resulting in a $2,418,647 total
stockholders' deficit.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 14, 2008,
Madsen & Associates CPA's Inc., in Salt Lake City, expressed  
substantial doubt about Marshall Holdings International Inc.'s  
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm said that the company will need
additional working capital for its planned activity and to service
its debt.

The company has significant debt that were due and payable on
September and December 2007.  


MASSACHUSETTS HEALTH: S&P Cuts $84.5MM Bond Rating to BB- from BB+
------------------------------------------------------------------
Standard & Poor's lowered its rating to 'BB-' from 'BB+' on
$84.6 million series 1992B, 1998D, and 2003E bonds issued by the
Massachusetts Health and Educational Facilities Authority for
Jordan Hospital.  At the same time, the outlook is revised to
negative from stable.
     
The downgrade reflects current concerns about Jordan Hospital's
ability to support its recently completed major renovation and
expansion project in light of a significant downturn in volume and
flattening revenue.  Recent financial results have not met
expectations and are below budget year to date.  In addition,
Jordan's light liquidity cannot provide much cushion to the
organization as it works through its current problems.    
     
Jordan Hospital's recent deterioration in finances and very short-
term evidence of improved hospital operations warrant a negative
outlook at this time.  While the new CEO has taken several actions
to strengthen the board, management, and physicians at the
organization, the financial profile remains very thin with little
room, especially on the balance sheet, to absorb further setbacks.
     
If management is successful in meeting its 2009 targeted breakeven
from operations for the system, it is possible that the outlook
could be returned to stable next year, however, Jordan must
improve liquidity before a rating upgrade can be considered.  A
lower rating is likely if liquidity diminishes below 30 days' cash
on hand or if coverage moves below 1x maximum annual debt service.  
     
A lower rating is precluded at this time because the new CEO has
taken steps to expand the service and physician depth and breadth,
which may ultimately be sufficient to support the significant
capital investment made in the plant, however, the results will
not be known for a while.  In addition, Jordan has a solid market
position in Plymouth, Massachusetts, with a growing population and
limited competition .
     
Jordan Hospital operates a 161-bed acute-care hospital in
Plymouth, Massachusetts.   A mortgage on certain property and
gross receipts secure the bonds.  While Jordan Hospital is the
only obligated entity, the hospital's parent company guarantees
the bonds.


MERIDIAN INVESTMENT: Case Summary & 23 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Meridian Investment Group LLC
        1650 West La Veta Avenue
        Orange, CA 92868

Bankruptcy Case No.: 08-13415

Chapter 11 Petition Date: June 17, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Georgeann H. Nicol
                  9454 Wilshire Blvd., 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel (310) 271-6223
                  Fax (310) 271-9805
                  Email georgeannnicol@aol.com

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

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

A copy of the Debtor's list of largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb08-13415.pdf



MERIDIAN ON BAINBRIDGE: Mastro Can Foreclose Assets, Says Court
---------------------------------------------------------------
The Hon. Karen A. Overstreet of the United States Bankruptcy
Court for the Western District of Washington gave Michael R.
Mastro authority to foreclose a four-story condominium building
of Meridian on Bainbridge Island L.L.C. located in Seattle,
Bloomberg News reports.

Mr. Mastro contended that the Chapter 11 voluntary petition
the Debtors filed on Feb. 28, 2008, was an attempt to block a
foreclosure of three condominium units, in which he holds a deed
of trust, Bloomberg relates.

Accordingly, the Debtor asks the Court to convert its Chapter 11
case to a Chapter 11 liquidation proceeding, but the U.S. Trustee
for Region 18 contends that it should be dismissed.

                 About Meridian on Bainbridge

Headquartered in Meridian on Bainbridge Island, Washington, The
Meridian On Bainbridge Island, L.L.C., owns a four-story complex
with sixteen single-level residential suites, as well as executive
offices and guest accommodations.  The Company filed for Chapter
11 protection on Feb. 28, 2008 (Bankr. W.D. Wash. Case No.08-
11142).  Jeffrey B. Wells, Esq., represents the Debtors.

As previously reported on the Troubled Company Reporter, the
company filed a voluntary petition on July 25, 2007 (Bankr. W.D.
Wash. Case No.07-13408).  Thomas T. Glover as preceding bankruptcy
judge dismissed the Debtor's case after he approved a foreclosure
in 2007.

When the Debtor filed for protection against it creditors, it
listed assets and debts between $50 million and $100 million.


MESA AIR: Gets Nasdaq Noncompliance Notice on Bid Price Protocol
----------------------------------------------------------------
Mesa Air Group, Inc. received a Nasdaq Staff Determination letter
on June 18, 2008 indicating that Mesa fails to comply with the
minimum bid price requirement for continued listing set forth in
Marketplace Rule 4450(a)(5).  Therefore, in accordance with
Marketplace Rule 4450(e)(2), Mesa has been provided 180 calendar
days, or until Dec. 15, 2008, to regain compliance.  If, at
anytime before Dec. 15, 2008, the bid price of Mesa's common stock
closes at $1.00 per share or more for a minimum of 10 consecutive
business days, Mesa will have regained compliance with the Rule.

The Notice also states that if Mesa does not regain compliance
with the Rule by Dec. 15, 2008, Nasdaq Staff will provide Mesa
written notification that its securities will be delisted.

In the event of such a notification, Mesa intends to request a
hearing before a Nasdaq Listing Qualifications Panel to review the
Staff Determination.  There can be no assurance the Panel will
grant the company's request for continued listing.

The Notice arises as a result of the fact that for the last 30
consecutive business days, the bid price of Mesa's common stock
has closed below the minimum $1.00 per share requirement for
continued inclusion under the Rule.

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

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

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

                       Bankruptcy Warning

As disclosed in the Troubled Company Reporter on May 29, 2008,
Mesa Air Group Inc. president and chief operating officer Michael  
Lotz warned the company could will file for bankruptcy protection  
by July 20 if Delta Air Lines, Inc. successfully terminated their  
Connection Agreement and Mesa can't redeploy unused aircraft,  
Harry R. Weber of Associated Press reports.

As reported by the Troubled Company Reporter on May 23, 2008,  
Delta had notified the Company of its intent to terminate the  
Delta Connection Agreement among Delta, the Company, and its  
wholly-owned subsidiary, Freedom Airlines, Inc.  In fiscal 2007,  
the Connection Agreement accounted for approximately 20% of the  
Company's 2007 total revenues. Delta seeks to terminate the  
Connection Agreement as a result of Freedom's alleged failure to  
maintain a specified completion rate with respect to its ERJ-145  
Delta Connection flights during three months of the six-month  
period ended February 2008.  

On April 7, 2008, the Company filed a lawsuit against Delta
alleging breach of the Connection Agreement and seeking specific  
performance by Delta of its obligations thereunder. On May 9,  
2008, the Company filed a motion for a preliminary injunction in  
the U.S. District Court for the Northern District of Georgia  
against Delta to prevent its termination of the Delta Connection  
Agreement. The hearing started on May 27 and is set to end today  
May 29, 2008. The Company said in a regulatory filing it  
anticipates a ruling to be issued by the Court upon completion of  
such proceedings.

Mesa Air Group warned in the filing it may have to seek protection  
if Delta Air successfully terminated their Connection Agreement.


M FABRIKANT: Royal Asscher Distances Self Following Court Ruling
----------------------------------------------------------------
On June 18, 2008, a U.S. district court ruling document cited RA
Cut LLC as a named affiliate company through which M. Fabrikant &
Sons and the Fortgang family diverted finances to before M.
Fabrikant filed for Chapter 11 bankruptcy protection.  In the
document the business was referred to as the hereafter term "Royal
Asscher" without due consideration for the fact that another
business is operating under a similar name.

Lita Asscher, president Royal Asscher(R) of America Inc., states:

"In 2001 Royal Asscher Diamond Company entered into a
distributorship agreement with M. Fabrikant & Sons, whereby the
company was responsible for the marketing and sale of our branded
diamond cut the Royal Asscher(R) Cut.  Thus Royal Asscher Cut LLC
was established as a Fortgang entity, it was owned by Matthew and
Susan Fortgang's private trusts and it was without the knowledge
of Royal Asscher Diamond Company or my family in Amsterdam.  On
request of the lawyers of Royal Asscher Diamond Company the
Fortgangs changed the name of that company to RA Cut LLC in 2007.

"The dissolution of M. Fabrikant and Sons also dissolved the
distributor agreement.  In the event of an agreement termination
M. Fabrikant and Sons were clearly precluded from using our good
name, a name that has been built over 150 years, in the diamond
industry.

"The agreement did not grant any rights to M. Fabrikant and Sons
in our entities or assets -- other than as a distributor.  As per
the terms of this agreement Royal Asscher(R) was not granted any
rights in Fabrikant/Fortgang assets.  The Fortgangs have no
interest whatsoever in any of our entities.  Nor are any of our
entities in possession of any assets of Fabrikant or of the
Fortgang family.

"When M. Fabrikant & Sons filed for bankruptcy they did so to the
financial detriment of our company.  It has been legally asserted
that the Fortgangs are responsible for a significant level of
fraud and we welcome the legal moves that have been made to deal
with this, it is just unfortunate that our name has been
improperly associated with the scandal.  Royal Asscher(R) is a
company that prides itself on ethics and integrity; people who
deal with us regularly are aware of this, but it is important that
we make a statement to protect our brand and reputation.

Royal Asscher(R) of America, Inc. is the only legal distributor of
the Royal Asscher(R) Cut in the USA and Canada and the marketing
and management of the Royal Asscher(R) brand.  The company was
created to give the Royal Asscher(R) Diamond Company a North
American business following M. Fabrikant & Sons filing for
bankruptcy.  Royal Asscher(R) of America Inc. is wholly owned by
Royal Asscher Diamond Company (Koninklijke Asscher Diamant
Maatschappij B.V.), a Netherlands corporation.  Neither Royal
Asscher Diamond Company, Royal Asscher(R) of America, or for that
matter any of the Asscher family have any affiliation with M.
Fabrikant & Sons, the Fortgang family or Royal Asscher Cut, LLC.

As reported by the Troubled Company Reporter on June 25, 2008,
Judge Stuart Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York issued an order on June 18
authorizing U.S. marshals to take all necessary steps to seize the
assets of the ex-owners of M. Fabrikant and Sons.  The order,
according to various reports, was issued in response to a
complaint filed in the Court by the Shared Asset Trust, which
currently operates the company.

The Fortgang family, which owned and controlled Fabrikant, is
accused of fraudulent and preferential transfers amounting to more
than $100 million, the TCR report says.  The trust seeks to recoup
assets it claims the former owners of Fabrikant diverted to its
affiliate companies in the 16 months preceding Fabrikant's chapter
11 filing, court papers said.

According to a report by Teresa Novellino of The National Jeweler
Network, these amounts will be taken from the named defendants:

     Charles Fortgang    $87.6 million
     Matthew Fortgang    $49.4 million
     Susan Fortgang      $43.9 million
     Marjorie Fortgang   $16.9 million
     Theresa Fortgang     $3.7 million

The order also names 12 of Fabrikant's affiliated companies.

In a letter to Judge Bernstein, Hunter Carter, Esq. of Arent Fox
LLP, an attorney for the defendants, requested a hearing.

As reported by the Troubled Company Reporter on May 15, the Court
confirmed the Modified Joint Chapter 11 Plan of Liquidation dated
April 24, 2008, filed by M. Fabrikants & Sons and Fabrikant-Leer
International Ltd., together with the Official Committee of
Unsecured Creditors and other current lenders.

A full-text copy of the Modified Joint Chapter 11 Plan of
Liquidation is available for free at

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

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.

In schedules filed with the Court, M. Fabrikant disclosed total
assets of $225,612,204 and total debts of $439,993,890.  The
Debtors filed their Plan of Liquidation and accompanying
Disclosure Statement in October 2007.


MILESTONE SCIENTIFIC: Posts $615,885 Net Loss in 2008 1st Quarter
-----------------------------------------------------------------
Milestone Scientific Inc. reported a net loss of $615,885 on total
revenue of $1,402,153 for the first quarter ended March 31, 2008,
compared with a net loss of $535,117 on total revenue of
$2,309,963 in the same period in 2007.

Product sales decreased $874,037, or 38.6%, to $1,387,990 in 2008
over 2007 primarily as a result of the STA product launch in the
first quarter of 2007 that did not continue into the 2008 first
quarter.

Royalty income for the three months ended March 31, 2008, and
2007, respectively, was $14,163 and $47,936.  

The $80,764 or 15% increase in net loss is primarily a result of
the decreased sales and gross margin dollars, partially benefited
by a reduction in selling, general and administrative expenses.

At March 31, 2008, the company's balance sheet showed $4,284,129
in total assets, $2,722,736 in total liabilities, and $1,561,393
in total stockholders' equity.

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

               http://researcharchives.com/t/s?2eb8

                       Going Concern Doubt

Holtz Rubenstein Reminick LLP, in Melville, New York, expressed
substantial doubt about Milestone Scientific Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing frim
pointed to the company's recurring losses from operations and
negative operating cash flows.

                    About Milestone Scientific

Headquartered in Livingston, N.J., Milestone Scientific Inc.
(OCT BB: MLSS) -- http://www.milesci.com/-- is engaged in  
pioneering proprietary, highly innovative technological solutions
for the medical and dental markets.  Central to the company's IP
platform and product development strategy is its patented
CompuFlo(R) technology for the improved and painless delivery of
local anesthetic.  Specifically, CompuFlo is a computer-
controlled, pressure sensitive infusion, perfusion, suffusion and
aspiration technology, which provides real-time readouts of
pressures, fluid densities and flow rates, enabling the advanced
delivery and removal of a wide array of fluids.  

The STA(TM) (Single Tooth Anesthesia) System computer-controlled
local anesthesia delivery system which uses this technology
provides dentists with audible and visual signals as to in-tissue
pressure.  Milestone's existing painless injection systems are
currently sold in 25 countries.


MORGAN STANLEY: Fitch Affirms 'B-' Rating on $15.9MM Cl. L Certs.
-----------------------------------------------------------------
Fitch Ratings upgraded Morgan Stanley Capital I Inc.'s commercial
pass-through certificates, series 1998-WF2 as:

  -- $23.9 million class G to 'AA-'from 'A+';
  -- $10.6 million class H to 'A-'from 'BBB+'.

Additionally, Fitch affirmed these classes:

  -- Interest only class X at 'AAA';
  -- $26.3 million class D at 'AAA';
  -- $21.2 million class E at 'AAA';
  -- $21.2 million class F at 'AAA';
  -- $8 million class J at 'BBB';
  -- $8 million class K at 'BB+';
  -- $15.9 million class L at 'B-'.

The $5.3 million class M remains at 'CCC'; Fitch lowers the
distressed recovery rating to 'DR1' from 'DR2'.

Fitch does not rate the $2.5 million class N.  The class A-1, A-2,
B and C certificates have been paid in full.

The upgrades reflect increased credit enhancement due to scheduled
amortization and loan payoffs since last review.  Conversely, the
lowered DR rating reflects an increase in Fitch's loss
expectations on one of the specially serviced assets.  As of the
June 2008 distribution date, the pool's aggregate balance has been
reduced 86.5%, to $143 million from $1.06 billion at issuance.  
One loan has defeased (8.2%).

Fitch has identified four Loans of Concern (6.9%), including two
specially serviced assets (3.3%).  The largest specially serviced
asset (2.1%) is an office property located in Holyoke,
Massachusetts.  The loan transferred to special servicing after
its scheduled maturity in March 2008.  This loan is expected to
pay in full.

The second specially serviced asset (1.2%) is a real estate owned
asset with losses expected.  The loan is secured by a retail
property located in Lansing, Michigan and remains 100% vacant
since 2002.  Recent valuations of the asset indicate losses upon
liquidation.

The largest Loan of Concern (2.4%) is secured by a multifamily
property located in Lancaster, Ohio.  The property had suffered a
decline in occupancy and resulting cash flow, however occupancy
has increased to 90% as of March 2008.

The second largest Loan of Concern (1.3%) is secured by retail
property in Indianapolis, Indiana.  Occupancy as of year-end 2007
was 70%.

The largest remaining loan (27.3%) is an office property located
in Washington, D.C.  The fully amortizing loan is scheduled to
mature in 2023 and had a servicer reported YE 2007 debt service
coverage ratio of 1.61 times.

The second largest remaining loan (11.1%) is secured by a hotel
property in San Diego, CA. The loan is scheduled to mature in 2013
and had a servicer reported YE 2007 DSCR of 1.44x.


MSC - MEDICAL: S&P to Withdraw Ratings After $248MM Pharmacy Sale
-----------------------------------------------------------------
Standard & Poor's Ratings Services expects to withdraw its ratings
on Jacksonville, Florida-based MSC - Medical Services Inc.
(B-/Negative/--) following the sale of its Pharmacy Services
Division to Express Scripts Inc. for $248 million.  The
company has announced its intention to use a portion of the
proceeds to prepay all of its outstanding debt.  The transaction
is anticipated to close within two months.


NAVISTAR INT'L: Board Promotes Terry Endsley to EVP and CFO
-----------------------------------------------------------
The Board of Directors of Navistar International Corporation
promoted Terry M. Endsley to the position of Executive Vice
President and Chief Financial Officer to replace William A. Caton,
who accepted a new executive position within the company as Chief
Risk Officer.  Mr. Endsley also assumed Mr. Caton's seat on the
company's Board of Directors. Mr. Endsley, age 52, previously
served as Senior Vice President and Treasurer of the company since
2006 and Vice President and Treasurer of the company since 2003.

Mr. Endsley also served as Senior Vice President and Treasurer of
Navistar, Inc., a wholly-owned subsidiary of the company, since
2006 and Vice President and Treasurer of Navistar, Inc. since
2003.  Prior to that, Mr. Endsley served as Assistant Treasurer of
the company from 1997 to 2003 and as Assistant Treasurer of
Navistar, Inc. from 1997 to 2003.  Mr. Endsley is not a party to
any transaction with the company or any of its subsidiaries in
which he had a direct or indirect material interest requiring
disclosure under this Item.

In connection with Mr. Endsley's appointment as Executive Vice
President and Chief Financial Officer, the Board of Directors of
the company, upon the recommendation of the Compensation
Committee:

   (i) increased his annual base salary to $560,000,

  (ii) increased the long-term incentive grant made to him in
       April of 2008 to 15,900 restricted stock shares or
       restricted stock units (to be determined at management's
       discretion) and

(iii) provided him with certain other benefits commensurate with
       his Chief Financial Officer position.

In connection with Mr. Caton's appointment as Chief Risk Officer,
the Board of Directors of the company approved the amendments to
his Executive Severance Agreement:

   * The 10 day window to notify the company that his new
appointment constitutes a “Good Reason” event or condition under
his ESA is extended until June 17, 2010;

   * Any right to receive healthcare coverage under his ESA for a
period of 1 year is extended to a period of 3 years; and

   * The company will make him whole for any losses incurred on
the sale of his home in Illinois.

In addition, on June 17, 2008, the Board of Directors of the
company appointed Mr. Steve J. Klinger as a member of the
company's

   (i) Compensation Committee, effective June 17, 2008, and
  (ii) Audit Committee, effective Aug. 15, 2008.

Mr. Klinger was previously elected as a member of the company's
Board of Directors on May 27, 2008.

                        2008 Annual Meeting

The company announced last month that the Board of Directors of
the company established Friday, Sept. 5, 2008 as the date of the
company's 2008 Annual Meeting of Stockholders.  On June 17, 2008,
the Board of Directors of the company determined that:

   (i) the Annual Meeting will be held at the Hyatt Lisle Hotel,
       located at 1400 Corporetum Drive, Lisle, Illinois 60532 and

  (ii) the record date for the determination of stockholders
       entitled to notice of, and to vote at, the Annual Meeting
       will be July 22, 2008.

                  About Navistar International

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans,
and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV market.  The company
also provides truck and diesel engine parts and service sold
under the International brand.  A wholly owned subsidiary offers
financing services.  The company has operations in Brazil,
Iceland and India.

At Oct. 31, 2007, the company's balance sheet showed a
$734,000,000 stockholders' deficit, compared with a $1,114,000,000
deficit at Oct. 31, 2006.

                           *     *     *

As disclosed in the Troubled Company Reporter on June 17, 2008,
Standard & Poor's Ratings Services said that its ratings on
Navistar International Corp. (BB-/Negative/--) are not affected by
the company's announcement of a wide-ranging truck and engine
development and distribution alliance with Caterpillar Inc.
(A/Stable/A-1).

As disclosed in the Troubled Company Reporter on June 2, 2008,
Fitch has affirmed and simultaneously removed from Rating Watch
Negative the ratings for Navistar International Corporation to
reflect progress in filing audited financial statements.  The
ratings are Issuer Default Rating 'BB-';  and Senior unsecured
bank facility 'BB-'.


NELLSON NUTRACEUTICAL: Offers 48.6% Recovery for Senior Lenders
---------------------------------------------------------------
Nellson Nutraceutical Inc. filed its chapter 11 plan of
liquidation and accompanying disclosure statement with the U.S.
Bankruptcy Court for the District of Delaware.

Objections to the disclosure statement are due July 18, 2008, at
4:00 p.m.  Hearing on the disclosure statement is set for July 25,
2008, at 2:00 p.m.

                       Treatment of Claims

The Debtors propose Sept. 15, 2008, as the effective date of the
plan.

Under the plan, the Debtors propose that administrative expenses
of about $1,718,000, inclusive of accrued and unpaid professional
fees, will get 100% recovery.

The superpriority claims granted to lenders pursuant to a final
cash collateral order are allowed in the amount of $100,000,000
with respect to first lien lenders.  Any superpriority claims held
by second lien lenders will be subordinated.

Tax claims of $30,300 will be paid in full.  Other secured claims
will get 100% recovery under the plan.

Estimated recovery for first lien lender claims is 48.6%,
inclusive of prior distribution.  First lien lenders previously
received distributions in the form of either cash or credit in
connection with a successful bid to acquire the Debtors' operating
assets, equivalent to a distribution of about $41.6% on account of
the $255,000,000 principal amount owed.  Under the plan, the
Debtors project that the first lien lenders will receive an
additional 6.0% on account of their claims or about $17,800,000 in
cash.  Further recoveries are possible depending on the outcome of
an Elan Litigation.

Second lien lenders will receive $2,000,000 in cash under the
plan, which is equivalent to about 2.7% of the $75,000,000
principal amount owed as of the bankruptcy filing.

Holders of subordinated debt claims and interests in the Debtors
will not receive anything under the plan.  Holders of general
unsecured claims are released of any potential avoidance clams but
receive no other distributions under the plan.

                       Funding for the Plan

The current assets of the Debtors' estates consist primarily of:

   a. cash in the amount of $22,336,850 as of June 1, 2008;

   b. a patent infringement action styled Nellson Northern
      Operating Inc. and Nellson Nutraceutical Inc. v. Elan
      Nutrition LLC, et al., pending in the U.S. District Court
      for the District of Vermont; and

   c. potential litigation and settlement recoveries from
      avoidance claims against third parties that received
      payments from the Debtors during the 90-days prior to the
      bankruptcy filing.

The Debtors' obligations under the plan and the fees and expenses
of the liquidating Debtors will be funded out of existing cash in
the estates.  Specifically, the sum of $500,000 will be set aside
out of the Debtors' existing cash to fund plan expenses and their
wind-down efforts.  Unused cash set aside to fund the plan and
wind-down will be distributed to the first lien lenders as first
lien distributable assets.  Additional cash proceeds that may be
realized by the liquidating Debtors after the effective date will
be distributed to the first lien lenders as first lien
distributable assets.

                        The Elan Litigation

The Elan Litigation was filed by a predecessor company on or about
Nov. 13, 2002.  The Nellson plaintiffs joined the suit after
acquisition of the predecessor company.  The case has been
assigned to Chief Judge William Sessions and will be tried to a
jury.

The case is an infringement of two patents issued in 2001 and 2004
that cover high protein nutritional bars.  The technical expert of
the Nellson plaintiffs has identified more than 150 types of bars
manufactured by Elan Nutrition Inc. of Grand Rapids, Michigan that
infringe the patents-in-suit.

The Nellson plaintiffs' damages expert has opined that they have
lost profits of over $19,800,000 as a result of the infringement.  
The damages period extends from Oct. 9, 2001, to Oct. 3, 2007,
when the patents-in-suit were assigned to a purchaser.

Elan denies infringement and contends that the patents-in-suit are
invalid.

On Jan. 17, 2008, Elan filed a motion to dismiss or alternatively
for summary judgment arguing that after the assignment of the
patents-in-suit to the purchaser, the current Nellson plaintiffs
lack standing to continue to prosecute the case without the
purchaser joining the case.  The motion has been fully briefed and
is awaiting oral judgment.

A full-text copy of the Debtor's plan of liquidation is available
for free at http://www.alixpartners.com/CMSApp/ClaimSearch.aspx#

A full-text copy of the Debtor's disclosure statement is available
for free at http://www.alixpartners.com/CMSApp/ClaimSearch.aspx#

                    About Nellson Nutraceutical

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., formulate, make and sell bars and powders for the nutrition
supplement industry.  The Debtor and its affiliates filed for
chapter 11 protection on Jan. 28, 2006 (Bankr. D. Del. Case No.
06-10072).  Laura Davis Jones, Esq., Rachel Lowy Werkheiser, Esq.,
Richard M. Pachulski, Esq., Brad R. Godshall, Esq., and Maxim B.
Litvak, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C. represent the Debtors in their restructuring
efforts.  AlixPartners LLC is the Debtors' noticing, claims and
balloting agent.  Reed Smith LLP is counsel to the Official
Committee of Unsecured Creditors.  The Debtors schedules show
$312,334,898 in assets and $345,227,725 in debts.


NETWURX INC: Case Summary & 60 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Netwurx, Inc.
        35 E. Sumner St.
        P.O. Box 270020
        Hartford, WI 53027
        Tel: (800) 638-9879

Bankruptcy Case No.: 08-26131

Type of Business: The Debtor provides ISP, Internet access,
                  contact center, and technical services to
                  costumers.

Chapter 11 Petition Date: June 5, 2008

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Guy K. Fish, Esq.
                  Email: gfish@charterinternet.com
                  533 Vernal Ave.
                  Milton, WI 53563
                  Tel: (608) 868-3200
                  Fax: (608) 868-3208

Estimated Assets:   $500,000 to $1 million

Estimated Debts: $1 million to $10 million

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

      http://bankrupt.com/misc/wieb08-26131.pdf


NEWPAGE CORP: Taking Additional Downtime, Closing Paper Machines
----------------------------------------------------------------
NewPage Corp. will take approximately 34,000 tons of coated paper
downtime in July in addition to 25,000 tons previously announced
on June 5.  Additionally, three sheeters scheduled to shut down in
third quarter of 2008 at the company's converting facility in
Chillicothe, Ohio, will now cease production July 11.

Of the 34,000 tons of downtime, approximately 18,000 tons will be
taken at the Kimberly, Wisconsin mill and the balance by
accelerating the previously-announced closure of the Niagara,
Wisconsin mill to June 21.  The affected Kimberly machines produce
coated freesheet, and the Niagara mill produced lightweight coated
groundwood papers.

The Chillicothe converting facility will shut down three folio
sheeters, while one remaining digital sheeter continues production
until the facility's planned closure in the fourth quarter 2008.  
The balance of the Chillicothe converting machines were moved to
the converting operations in Luke, Maryland at the end of May as
scheduled.  The Chillicothe sheet production volume will be
transferred to converting operations in Luke, Maryland and
Wisconsin Rapids, Wisconsin.

"We have recently announced a number of downtime activities due to
the very difficult, unpredictable environment in which we are
operating," Rick Willett, president and chief operating officer,
said.  "Rising, volatile inflationary costs for energy, raw
materials and transportation coupled with weak demand require us
to regularly review our cost platform as well as the balance
between our production and market demand.  To be successful and
viable long-term, we believe it is imperative to be flexible and
responsive to these changing conditions.  We are committed to
continuing to keep our stakeholders apprised of any new
significant decisions as we move forward."

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.newpagecorp.com/-- a wholly owned subsidiary of
NewPage Holding Corporation -- is a U.S. producer of coated papers
in North America.  The company produces coated papers in sheets
and rolls with many finishes and weights to offer design
flexibility for a wide array of end uses.  With 4,300 employees,
NewPage operates integrated pulp and paper manufacturing mills
located in Escanaba, Michigan; Luke, Maryland; Rumford, Maine; and
Wickliffe, Kentucky; and a converting and distribution center in
Chillicothe, Ohio.  The mills have a combined annual capacity of
approximately 2.2 million tons of coated paper.

                         *     *     *

As reported in the Troubled Company Reporter on May 16, 2008,
Standard & Poor's Ratings Services revised its outlook on NewPage
Corp. to positive from stable.  S&P affirmed the 'B' corporate
credit rating and all other ratings on the coated-paper
manufacturer.


NEW YORK TIMES: Boston Globe Unit Seeks Wage Cuts from Unions
-------------------------------------------------------------
Management of Boston Globe is asking unions to take an across-the-
board 10% pay cut to help trim costs, cross-town rival Boston
Herald reported, citing union members.  The report said Boston
Globe is also considering consolidation of its printing plants.

According to the Herald, Globe has just completed a round of
buyouts that led to the departure of several high-profile
staffers.  A top union official, the Herald said, vowed to fight
the proposed pay cut.

According to Boston Business Journal, Boston Globe spokesman Al
Larkin said, "We're taking a look at consolidation opportunities
and we haven't made any final decisions yet."

Business Journal said Boston Globe is hurting from declining
advertising revenue and circulation.

Boston Globe is owned by The New York Times Co.  Business Journal
said the Times reported that May ad sales for its New England
Media Group, which include the Globe, fell 18% in May.


MIDWEST AIR: Plans to Restructure in 30 Days to Avoid Bankruptcy
----------------------------------------------------------------
Jay Schnedorf, chairman of the Air Line Pilots Association's
Midwest chapter, said Wednesday that Midwest Air Group Inc. plans
to reduce its fleet and workforce under a 30-day restructuring in
order to prevent a bankruptcy filing, Milwaukee Journal Sentinel
and The Wall Street Journal relate.

Reports say that the airline is scrambling to raise funds as
profits dwindle due to rising fuel prices.

Midwest chairman and chief executive officer Timothy E. Hoeksema,
informed workers in a memo that the airline's major shareholder,
TPG Capital, will provide additional liquidity, the reports say.  
However, TPG requires other parties-in-interest like vendors,
workers, and other investors to contribute and make sacrifices,
the reports add.

Midwest said a week ago that a dozen of its MD-80 jets for charter
services and its West Coast leisure services will be phased out,
WSJ and Sentinel relate.  Mr. Schnedorf said he obtained news that
the company will also phase out five Boeing 717 crafts, the
reports say.  Services at the Mitchell International Airport in
Milwaukee will also be reduced, according to the reports.

Sentinel estimates that 50% of the company's fleet will be cut
considering the Boeing 717 and MD-80 reductions.

Mr. Schnedorf said that about 200 of the 400 Midwest pilots will
lose their jobs under the currently announced restructuring,
Sentinel relates.  About 35 pilots are due for retrenchment next
month under a previously disclosed restructuring, Sentinel notes.

Midwest will also slash half of its 400 flight attendants,
Sentinel says, citing Dory Klein, head of of Midwest Association
of Flight Attendants.

                Union Contests Restructuring Plan

Mr. Schnedorf asserted that the estimated 45% to 65% salary
reduction is not acceptable, Sentinel reports.  He added that the
union is asking for the company's financial records before they
can draw decisions, Sentinel says.

Vaughn Cordle of Airline Forecasts LLC stated that other workers
will also be affected by the restructuring, including ground crew,
Sentinel notes.

Michael Brophy, spokesman for Midwest, is currently negotiating
with the union saying chapter 11 bankruptcy isn't the most
desirable option, Sentinel relates.

                       Resignation of COO

Midwest Air Group said on June 3, 2008, that Joseph C. Kolshak,
its chief operating officer since February 2008, has resigned to
pursue another opportunity.

Mr. Hoeksema said a search for a new senior operations executive
will begin immediately. "We thank [Mr. Kolshak] for his
contributions in his brief time with us and wish him well in
future endeavors."

                        About Midwest Air

Oak Creek, Wisconsin-based Midwest Air Group Inc. --
http://www.midwestairlines.com/-- is a holding company of Midwest  
Airlines, Inc.  Midwest Airlines operates a passenger jet airline
that serves destinations throughout the United States from
Milwaukee, Wisconsin and Kansas City, Missouri.  Skyway Airlines,
Inc., dba Midwest Connect, is a wholly owned subsidiary of Midwest
Airlines and serves as the regional airline for the company.  
Midwest Airlines and Midwest Connect constitute the company's
segments.  It has three principal product offerings: Midwest
Airlines Signature Service, Midwest Airlines Saver Service and
Midwest Connect regional service. As of Dec. 31, 2006, Midwest
Airlines Signature Service operated in 20 cities in the United
States, and Midwest Airlines Saver Service operated in 10 cities.  
Midwest Connect builds feeder traffic and provides regional
scheduled passenger service to cities primarily in the Midwest.  
Its subsidiaries provide aircraft charter services, transport air
freight and mail.  The company has a total of more than 3,000
workers.

On Jan 31, 2008, TPG Capital LP, fka Texas Pacific Group, --
http://www.texaspacificgroup.com/-- a global private investment  
firm with over $50 billion of managed assets, acquired 53% equity
in Midwest Air Group. Northwest Airlines Corp. owns the remaining
47% Midwest equity.

As of Sept. 30, 2007, Midwest Air Group listed total assets of
$395,615,000, total liabilities of $331,810,000, and total
stockholders' equity of $63,805,000.


OLUWADARE AKINWALE: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Oluwadare Akinwale
        9207 Cruchfield Lane
        Bowie, MD 20720

Bankruptcy Case No.: 08-17170

Type of Business: The Debtor owns and operates a construction
                  company, ST&K Construction Co. Inc.

Chapter 11 Petition Date: May 5, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: L. Jeanette Rice, Esq.
                  Email: riceesq@att.net
                  Walsh, Becker, Moody & Rice
                  14300 Gallant Fox Lane
                  Suite 218
                  Bowie, MD 20715
                  Tel: (301) 262-6000
                  Fax: (301) 262-4403
                  http://www.wbmrlaw.com/

Total Assets: $1,626,285

Total Debts:  $1,796,353

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

      http://bankrupt.com/misc/mdb08-17170.pdf


PLASTECH ENGINEERED: Wants to Sell Misc. Carpet Assets to BBI
-------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
obtained approval from the U.S. Bankruptcy Court for the Eastern
District of Michigan to sell certain miscellaneous assets used in
their carpet business to BBI Enterprises Group, Inc., pursuant to
an Asset Purchase Agreement dated June 17, 2008.

Pursuant to the APA, BBI Enterprises will acquire for $650,000
these assets:

  (1) One Meyer Automatic Carpet Molding Line PO No.    
      CE15195/CE15196

  (2) One Meyer Tool Change Table, Hydraulic Clamping Units,
      Unload Belt PO No. CE15507

  (3) One Flow Water Jet Trim Cell PO No. CE15447

  (4) One Conair 88T Chiller PO No. CE14534

  (5) One GLA MGMT Water Softener Equipment

  (6) One Air Compressor System, excluding installation PO No.
      CE14525

  (7) All parts, accessories, equipment, including installed
      equipment, related to the itemized equipment, or necessary
      for the operation of the carpet system located at the
      Kennesaw facility.

A full-text copy of the Purchase Agreement is available at:

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

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/              
or 215/945-7000)


PLASTECH ENGINEERED: Wants Protocol Set for Tooling Sales
---------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to establish a fair and economical procedure to:

   (i) assure their customers that when they pay for tooling,
       test fixtures, gauges, jigs, patterns, casting patterns,
       cavities, dies, molds and related items, they will obtain
       title to the tooling free and clear of liens;

  (ii) expedite the process of collecting accounts receivable and
       other rights to payment from customers arising out of
       purchase orders or other agreements for the tooling;

(iii) transfer liens to proceeds so any liens held by the
       manufacturers and suppliers of the tooling can be
       preserved;

  (iv) evaluate and validate liens held by tool vendors; and

   (v) pay valid liens held by tool vendors as promptly as
       possible.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that the Debtors acquired
tooling for their customers through these processes:

   (a) The customers issued purchase orders pursuant to which
       the Debtors were required to provide tooling to be used by
       the Debtors in manufacturing component parts;

   (b) Upon receipt of a Customer Tooling Purchase Order, the
       Debtors issued purchase orders to a number of Tool Vendors
       to manufacture the tooling called for by the Customer
       Tooling Purchase Orders;

   (c) Upon completion, the Tool Vendors would ship the tooling
       to the Debtors.  After testing the Tooling, sometimes the
       Debtors would return the tooling to the Tool Vendor for
       modifications, and, after the modifications, the tooling
       would be returned to the Debtors for final try-out;

   (d) After receiving tooling from the applicable Tool Vendor,
       the Debtors would invoice the applicable Customer pursuant
       to the terms of the underlying Customer Tooling Purchase
       Order.  However, under the terms of many Customer Tooling   
       Purchase Orders, payment for the Tooling was not due until
       after the PPAP process (Production Parts Approval Process)
       was complete, whereby the Tooling is used in a production
       environment to produce sample component parts conforming
       to the Customer's specifications and requirements; and

   (e) Once the Tooling received PPAP approval, the Customer
       would pay the Tooling Invoice under the terms of the
       Customer Tooling Purchase Orders.

A list of all known unpaid Tool Vendors, including all entities
that have filed financing statements against the Debtors with the
Michigan Secretary of State, is available for free at:

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

Mr. Galardi relates that in the ordinary course of business,
certain Tool Vendors took steps to assert or perfect liens on the
Tooling supplied to the Debtors under so-called tooling or mold
builder's lien statutes, such as the Michigan Mold Builders Lien
Act, M.C.L.A. Section 445.661 et seq. or the Michigan Special
Tool Lien Act, M.C.L.A. Section 570.542 et seq.

The Customers have declined to make payment for unpaid Tooling
and for Tooling Receivables unless (a) the Tooling receives PPAP
approval, and (b) the Customers receive assurances that they are
taking title to the Tooling free and clear of Tooling Liens.  
Some of the Tooling in question has not yet undergone, or is
still undergoing, the PPAP process.

According to Mr. Galardi, in connection with the Tooling Liens
and Tool Vendors, there are a number of issues that must be
addressed, including, whether the Tooling Liens have been
validated (whether a U.C.C. financial statement perfecting the
Tooling Lien was filed), the correct amount owing to a particular
Tool Vendor with respect to an otherwise valid Tooling Lien, and,
if the Michigan Tooling Lien Statutes apply, and whether the Tool
Vendor properly affixed its complete name and address on the
Tooling.  In addition, the Debtors' major customers, in their
capacity as DIP lenders, assert that they hold a first-priority
security interest in all of Debtors' Tooling and Tooling
Receivables.  Finally, the Debtors' term lenders may claim a
security interest in the Tooling and Tooling Receivables.

Due to the legal and factual issues involved, the Debtors believe
it is in the best interest of their estates, and other parties to
collect Tooling Receivables by having liens transfer to proceeds,
to hold the cash proceeds in a segregated escrow account, and to
provide for distribution of the proceeds.

The Debtors propose to establish these procedures:

  (a) Within 15 days after a determination concerning Paid
      Tooling against which a Tool Vendor asserts a Tooling Lien,
      the Customer will make payment to the applicable tool
      vendor in the amount necessary to fully satisfy the Tooling
      Lien in accordance with the Determination or cause the
      Tooling in question to be returned to the Tool Vendor for
      disposition in accordance with the applicable Tooling Liens
      statute and in full satisfaction of the Determination;

  (b) In respect of any Unfinished Tooling, upon a request of the
      applicable Customer on or before July 31, 2008, the Debtor
      will file with the Court a notice or motion indicating the
      rejection or assumption of the underlying Tooling Purchase
      Order;

  (c) In respect of any Unpaid Tooling that is not in the
      possession of the underlying Tool Vendor:

       -- The applicable Customer will make payment to the
          escrow agent in the amount required under the
          applicable Customer Tooling Purchase Orders;

       -- A Customer's full payment of any bona fide amount owing
          for Unpaid Tooling into the Escrow Account will satisfy
          any amounts owing from the Customer to the Debtors with
          respect to the particular items of Unpaid Tooling;

       -- Liens, security interests, and other claims and
          interests will attach to the cash proceeds of the
          Unpaid Tooling;

       -- As to the proceeds of Escrow Account, the escrow agent
          will distribute the agreed proceeds pursuant to the
          written agreement; and

       -- Any Tool Vendor claiming a Tooling Lien must submit a
          written summary containing:

           (i) Copies of all Debtor Tooling Purchase Orders with
               respect to the Tooling;

          (ii) The date(s) the Tooling was delivered to Debtors;

         (iii) Copies of any financing statements filed with
               respect to the Tooling;

          (iv) Copies of all invoices submitted to Debtors with
               respect to the Tooling;

           (v) A summary of all amounts owed by Debtors for the
               applicable Tooling, including the dates and
               amounts of any payments made by the Debtors with
               respect to the Tooling; and

          (vi) Copies of any documentation in Tool Vendor's
               control regarding PPAP approval of the Tooling in
               question; and

  (d) Any party-in-interest, including the Tool Vendors, the
      applicable Customer and the DIP Lenders may commence an
      adversary proceeding to determine the validity,
      enforceability, priority or extent of any party's asserted
      liens or security interests against or interest in any
      Tooling or Proceeds.

                            Objections

(1) Tri-Way Mftg.

Before the date of bankruptcy, Tri-Way Mftg., Inc., doing business
as Tri-Way Mold & Engineering, fabricated, repaired or otherwise
modified and delivered to the Debtors certain molds for use in
the Debtors' operations.  Tri-Way claims a lien on the Tri-Way
Molds pursuant to the Michigan Mold Lien Act, MCL 445.611 et
seq., pursuant to which Triway claims to have perfected first
priority statutory lien on the Molds.

Triway argues that the motion is vague and ambitious in that:

    -- it fails to provide a mechanism for the Tooling Vendors to
       determine if the tooling they claim an interest is Paid
       Tooling or Unpaid Tooling;

    -- it fails to provide a mechanism for determining if there
       is a differential between a Tooling Vendor's claim and the
       amount owed by the Debtors' customer;

    -- it fails to provide a mechanism for reconciling any
       differences that may existed between the amount owed to
       the Tooling Vendor by the Debtors with respect to a
       particular tool or mold and the amount to the Debtor by
       its customer; and

    -- it fails to identify how the proceeds of the escrow
       account will be distributed or prioritized.

Triway asks the Court deny the Debtors' request pending the
Debtors' consideration of its concerns.

Triway says it is a secured creditor in certain assets of the
Interiors Plastics Group for $35,220.

(2) Eagle Industries

Eagle Industries, Inc., fabricated and delivered to the Debtors a
trim upper foam block prototype tooling for the Debtors' use in
the Ford S197 Program, pursuant to a contract with the Debtors.  
The purchase price of the Tool was $20,000, which the Debtors
have not remitted to Eagle.  Eagle claims to have a properly
perfected first priority lien on the Tool pursuant to the
Michigan Special Tools Lien Act.

Eagle maintains that the Debtors, based on the motion, has not
showed that the Tool will be consummated for more than the lien
amount of $20,000, and that there is no procedure to prevent the
Debtors from selling the Tool for less than the lien amount.

Eagle asks the Court to deny the Debtors' request to sell the
Tool free of lien and encumbrances.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/              
or 215/945-7000)


PLASTECH ENGINEERED: Wants Ink-Logix Settlement Approved
--------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
approve the settlement agreement entered into with (i) Andrew
Ferber, (ii) John Gentile, (iii)  T-Ink, Inc., formerly T-Ink,
LLC, (iv) Julie N. Brown, (v) Jeffrey R. Engel, and (vi) Ink-
Logix, LLC, related to certain disputes.

T-Ink, Ms. Brown, and Mr. Engel entered into the Limited
Liability Company Agreement of P-Inc, pursuant to which Ms. Brown
obtained certain interests in Ink-Logix and each of the two
Series.  Under the LLC Agreement, Ms. Brown, the sole member of
Plastech Engineered Products, Inc., committed to make $2,000,000
as initial capital contribution, and subsequent contributions up
to $2,000,000 if certain milestones are met.  

On July 23, 2007, T-Ink filed an arbitration against Ms. Brown,
for which Ms. Brown filed counterclaims, and a motion to dismiss
certain of T-Ink's claims.  T-Ink and Ink-Logix filed an action
in the Wayne County Circuit Court of Michigan against Plastech.  
Ms. Brown intervened and filed counterclaims and third party
complaints against Messrs. Gentile, Ferber, and Engel.  The
Michigan State Action was stayed pending result of the
Arbitration.

Ms. Brown filed an action in the U.S. District Court for the
Eastern District of Michigan on July 24, 2007, and another action
in the Delaware Court of Chancery on August 29, 2008 against T-
Ink, LLC, seeking to enjoin the Arbitration, where the Court of
Chancery ruled in her favor enjoining the arbitration in part,
and dismissing it in part.

                   The Settlement Agreement

The Settlement Agreement provides, among others, that:

   (a) The Parties agree to file stipulations of dismissal with
       prejudice in the Delaware Action, the Michigan State
       action, and the Arbitration.

   (b) Within three days of the dismissal of the Delaware Action,
       the Michigan State Action, or the Arbitration, whichever
       is latest:

       * T-Link will pay Ms. Brown $1,898,608;

       * all Ink-Logix member will authorize payment to Ms.
         Brown, amounts not exceeding $125,348 which are
         deposited at Ink-Logix's account; and

       * T-Ink will pay Plastech Engineered Products, Inc.,  
         $176,391.

   (c) In consideration of the payments, Ms. Brown will sell,
       transfer, and assign to T-Ink, which T-Ink will purchase
       from Ms. Brown, her entire interest in Ink-Logix, and her
       entire interest in each series of Ink-Logix.  The Parties
       agree that Ms. Brown will cease being a member of Ink-
       Logix.

   (d) The Parties agree that T-Ink and its tax advisor will
       promptly file state and federal tax returns and schedules
       for Ink-Logix for calendar years 206 and 2007, subject to
       Ms. Brown's approval.

   (e) Ms. Brown will execute all documents to close the Ink-
       Logix bank account.

   (f) Plastech will execute the Assigment Agreement, a copy of
       which is available for free at:

              http://researcharchives.com/t/s?2ec0

       to confirm Ink-Logix's rights and interest in Ink-Logix's
       Intellectual Property, as provided in the Assignment.

   (g) Ms. Brown will not have any interest in (i) the company
       assets, (ii) separate assets of any series, (iii) the
       company Intellectual Property, (iv) Ink-Logix, (v) any
       series or (vi) T-Ink.

   (h) With respect to matters in the T-Ink Settlement:

       * T-Link and Mr. Engel will each release Ms. Brown and
         Plastech;

       * Ms. Brown will release T-Ink, Ink-Logix, Mr. Engel, Mr.
         Ferber, Mr. Gentile and Plastech;

       * Plastech will release T-Ink, Ink-Logix, Messrs. Engel,
         Ferber, and Gentile, and Ms. Brown;

       * Ink-Logix will release T-Ink, Mr. Engel, Ms. Brown, and
         Plastech.

A full-text copy of the Settlement Agreement is available at:

              http://researcharchives.com/t/s?2ec1

The Settlement Agreement and the related Court approval are
expressly subject to certain other global resolutions with key
parties-in-interest, which the Debtors sought approval in
conjunction with the Sale Motion, Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher, & Flom LLP, in Wilmington,
Delaware, relates.

The Debtors believe that the compromises and settlements are
fair, equitable and in the best interests of the Debtors and
their estates, and other parties-in-interest, Mr. Galardi
asserts.

                     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)


PRECISION OPTICS: Posts $129,160 Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Precision Optics Corporation Inc. reported a net loss of $129,160
on revenues of $643,040 for the third quarter ended March 31,
2008, compared with a net loss of $843,911 on revenues of $467,199
in the same period ended March 31, 2007.

The increase in revenues was due primarily to increased shipments
of existing products to current customers along with the
introduction of new products to current customers.

On Jan. 18, 2008, the company entered into an Asset Purchase
Agreement for the sale of its custom optical thin film product
line and completed the sale on the same date.  The assets sold
include equipment, certain inventory, intellectual property, and a
customer list.  The purchase price was $250,000, and the company
will also receive a royalty of 25% of revenues exceeding $300,000
annually from the purchased customer list for a three year period.
The company recognized a gain of $210,549 from the sale of the
product line, recorded in the quarter ended March 31, 2008.

Operating loss, excluding the effect of the gain on sale of
product line, reflected a favorable change of $516,140 compared to
the three months ended March 31, 2007.
  
At March 31, 2008, the company's consolidated balance sheet showed
$1,725,242 in total assets, $612,621 in total liabilities, and
$1,112,621 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2eb9

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Boston, Mass.-based Vitale, Caturano and Company Ltd. exressed
substantial doubt about Precision Optics Corporation Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
June 30, 2007, and 2006.  The auditing firm pointed to the
company's recurring net losses and negative cash flows from
operations.

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation Inc.
(OTC BB: POCI) -- http://www.poci.com/ -- designs and produces  
high-quality, micro-optics, medical instruments, and other
advanced optical systems.  The company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.


PROSPECT MEDICAL: S&P Removes 'B-' Credit Rating from Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'B-' long-term
counterparty credit rating on Prospect Medical Holdings Inc. from
CreditWatch with negative implications, where it was placed
Jan. 17, 2008, and affirmed the rating.  The outlook is stable.
     
In addition, the recovery rating assigned to the company's first-
lien senior secured debt (consisting of a five-year, $10 million
revolver due August 2012 and a seven-year, $95 million term loan
due August 2014) was unchanged at '1' (indicating very high
recovery in the event of default), and the debt ratings were
affirmed at 'B+'.  In addition, the recovery rating assigned to
the company's second-lien senior secured debt (consisting of a
7.5-year $50 million term loan due February 2015) was unchanged at
'6' (indicating negligible recovery in the event of default), and
the debt issue rating was affirmed at 'CCC'.
      
"The rating affirmation reflects Prospect's improved liquidity and
financial flexibility and the emergence of a more stable debt
service capacity.  Furthermore, S&P believe that Prospect is
adequately positioned to sustain its competitive position in the
Southern California marketplace," said Standard & Poor's credit
analyst Joseph Marinucci.  Key offsetting factors include
Prospect's marginal balance sheet quality and relatively
concentrated earnings profile.
     
The stable outlook reflects its expectation for sustained business
and financial profile development, commensurate with progress
achieved in the past few months.  It also reflects its expectation
for enhanced debt service capacity and the potential for
moderately improved financial flexibility by fiscal year-end 2008.
     
By fiscal year-end 2008, S&P expect revenue to be $345 million-
$355 million, and for members served to be 220,000-230,000.  S&P
expect EBITDA and pretax income to be $25 million-$35 million
(9% margin) and $0 million-$10 million (0%-2% ROR), respectively.  
In addition, S&P expect the debt-to-capital ratio to be 55%-65%,
the debt-to-EBITDA ratio to be 4.0x-5.0x, and interest coverage to
be 1.5x-2.5x, which would be adequate for the rating assignment.


PSEG ENERGY: Moody's Changes Outlook to Stable, Affirms Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook for PSEG
Energy Holdings LLC to stable from negative and affirmed its Ba3
Corporate Family Rating.

Holdings basically comprises two businesses: Resources, which is
essentially a leveraged lease portfolio, and Global, which is
primarily a portfolio of merchant generation assets and small
international utility investments.  Holdings is a wholly owned
subsidiary of Public Service Enterprise Group (PSEG Baa2 senior
unsecured/negative outlook).

The change in rating outlook to stable from negative primarily
reflects a decline in over-all business and operating risks of the
company, largely a result of the international divestitures made
to date and a material reduction in outstanding debt.

After incorporating the recently announced sale of SAESA,
Holdings' business activities will primarily consist of its
leveraged lease and investment portfolio at Resources and
wholesale merchant generation assets in Texas, California and
Hawaii, along with some small utility investments in Italy,
Venezuela and India, which we continue to view as non-core and
have a book value of approximately $120 million.

Moody's acknowledges that the lower business and operating risk
profile for Holdings has been mitigated, to some degree, by a
slightly weaker financial profile, as evidenced by several of the
key financial credit metrics, including the approximately 5% cash
flow from operations before working capital adjustments to debt
ratio and the 1.3x CFO pre-w/c interest coverage ratio as of the
latest 12 months ended March 2008.

We note that these metrics include a $100 million cash outflow
related to an interest prepayment associated with an IRS tax
liability dispute.  While we view this deterioration as a credit
negative, the divestitures, debt reduction and remaining business
operations should produce cash flow related metrics, on a
prospective basis, sufficient to warrant a stable rating outlook
at this time.

The stable rating outlook incorporates our views regarding the
potential Internal Revenue Service deferred tax liability
challenge associated with the leveraged leases at Resources, which
could result in a total aggregate liability of approximately $1.1
billion that could have an impact at both Holdings, as well as its
parent, PSEG.

We believe that the most likely outcomes associated with resolving
the IRS tax liability issue will not create a material degradation
to the stand-alone credit quality of Holdings or adversely impact
its parent, PSEG.  In addition, Moody's incorporates a view that
there are numerous sources of alternate liquidity at Holdings to
assist any funding requirements.

Holdings' Ba3 Corporate Family Rating reflects the stand-alone
credit assessment of this diversified portfolio of investments.  
Although Holdings is a wholly-owned subsidiary of PSEG, Moody's
does not provide any ratings lift to Holdings, given its ring-
fenced type structure and our view that the company's business
activities are non-core to the parent company's primary business
activities and long-term growth strategies.

Holdings, which is headquartered in Newark, New Jersey, reported
approximately $1.0 billion in revenue for the year ended 2007, and
$6.2 billion in assets.

Outlook Actions:

Issuer: PSEG Energy Holdings L.L.C.

  -- Outlook, Changed To Stable From Negative


RADIAN GROUP: Moody's Cuts Sr. Debt Rating to Ba1; Outlook is Neg.
------------------------------------------------------------------
Moody's Investors Service has downgraded the insurance financial
strength ratings of Radian Group's mortgage insurance
subsidiaries, including Radian Guaranty and Amerin Guaranty which
were downgraded to A2 from Aa3, and Radian Insurance which was
downgraded to Baa1 from Aa3.

In the same rating action, Moody's also downgraded to A3 from Aa3
the IFS ratings of Radian Asset Assurance and Radian Asset
Assurance Limited, and the senior debt rating of the holding
company, Radian Group to Ba1 from A2.  The outlook for the ratings
is negative.

As a result of the rating action, the Moody's-rated securities
that are guaranteed or "wrapped" by Radian Asset are also
downgraded to A3, except those with higher public underlying
ratings.

The rating action concludes a review for possible downgrade that
was initiated on Jan. 31, 2008, and reflects the deterioration in
Radian's capital adequacy and medium term profitability prospects,
as well as the firm's limited financial flexibility.  The rating
agency said that, while mortgage insurance demand and new business
quality have both improved in recent months, performance of
Radian's exposures originated prior to 2008 has eroded
capitalization and those exposures remain vulnerable to further
economic deterioration.

The downgrade of Radian Asset reflects deterioration in the
financial guaranty company's franchise value and the prospect that
its capital adequacy may be negatively affected given management's
announcement that the subsidiary will likely cease writing new
business and will serve as a potential source of capital for
Radian's mortgage insurance platform.

Moody's said that franchise strength and the ability to withstand
cyclical downturns are key factors in its analysis of a mortgage
insurer's business and financial profile.  Mortgage insurers
derive a substantial portion of their franchise strength from the
value that they provide to government-sponsored enterprises
involved in residential mortgage finance by allowing them to
participate in the high-loan-to-value portion of the mortgage
market.

Radian insures approximately 15% of the conforming loan market and
is a significant counterparty to the GSEs.  Moody's said that
Radian and other mortgage insurers have benefited from the GSEs'
increasing penetration of the mortgage origination market,
resulting in higher new business volume, improving underwriting
criteria and greater pricing power.

Fannie Mae and Freddie Mac recently modified their minimum
guideline requirements for mortgage insurers, including the
elimination of rating triggers, and Freddie Mac confirmed Radian's
designation as an approved "Type 1" insurer, allowing the firm to
continue to write new GSE-eligible business.  Moody's said that
Radian's ability to retain its status as a Type 1 insurer will be
an important rating consideration for the company going forward.

In evaluating capital adequacy, Moody's has segmented the insured
portfolio by vintage, delivery channel and borrower quality.  
Portfolio loss estimates were derived using a stochastic
simulation model which applies estimates of expected and stress
losses for each strata of risk.

The model also incorporates the impact of projected premiums on
the insured portfolio, as well as the benefit of reinsurance
provided by mortgage lender captives and through other third-party
reinsurance arrangements.

Capital resources were then compared to the present value of
projected net losses using a standard benchmark for capital
adequacy at a range of rating levels.  Moody's also considered the
company's capital position relative to regulatory capital
requirements.

Moody's said that the performance of Radian's insured portfolio
has deteriorated meaningfully, not only for its traditional
primary mortgage insurance portfolio, but even more so for its
higher-risk pool insurance policies, net interest margin
securitizations, and second lien transactions which collectively
account for over 40% of Moody's estimate of expected losses.

For Radian's mortgage insurance portfolio overall, capital
adequacy on a risk-adjusted basis is consistent with Moody's
single-A metrics, and the company is currently well within
regulatory limits.

According to Moody's, the downgrade of Radian Insurance to Baa1
reflects the higher-risk nature of its insurance portfolio of
second lien and NIM transactions, coupled with Moody's view that
the subsidiary is no longer strategically important to Radian's
overall mortgage insurance platform.

Moody's noted that the rating of Radian Insurance continues to
derive support from a net worth maintenance agreement from Radian
Guaranty, although any claims under the agreement would rank
junior to the policyholders of Radian Guaranty.

Moody's said that the downgrade of Radian Asset's IFS rating to A3
reflects the likelihood that the guarantor will cease writing new
business going forward, negatively impacting the company's
franchise value.  The rating agency added that Radian Asset's
capital profile remains strong currently, but could well decline
over time as capital resources are diverted from the company to
support Radian's mortgage insurance platform.

The downgrade of Radian Group's senior debt to Ba1 reflects its
subordination to the policyholders of the insurance operating
companies, as well as the group's reduced financial flexibility.  
Terms of Radian's secured bank credit facility were also a
consideration in the positioning of the senior debt rating.  

Radian Group has suffered a sharp drop in its market
capitalization, making it difficult to economically raise new
capital in the current environment, according to Moody's.  
Furthermore, ordinary dividends are unavailable from Radian
Guaranty, and Radian Asset's unrestricted available capital is
likely to be used to enhance the capital of the mortgage insurance
platform.

The holding company does, however, maintain over $100 million in
liquidity, and has operating agreements currently in place which
allow for holding company debt to be serviced as an expense of the
operating subsidiaries.

The negative rating outlook reflects the potential for further
adverse development within the group's insured risk portfolio and
its ability to economically address potential capital shortfalls
should markets continue to worsen.

Moody's downgraded these ratings and changed the rating outlook to
negative:

  -- Radian Group, Inc. -- senior debt to Ba1 from A2; prospective
     senior debt to (P)Ba1 from (P)A2; prospective subordinate
     debt to (P)Ba2 from (P)A3; prospective preferred stock to
     (P)Ba3 from (P)Baa1

  -- Radian Group Capital Trust I -- prospective trust preferred
     to (P)Ba2 from (P)A3

  -- Radian Group Capital Trust II -- prospective trust preferred
     to (P)Ba2 from (P)A3

  -- Radian Guaranty Inc. -- insurance financial strength to A2
     from Aa3

  -- Radian Insurance Inc. -- insurance financial strength to Baa1
     from Aa3

  -- Amerin Guaranty Corporation -- insurance financial strength    
     to A2 from Aa3

  -- Enhance Financial Services Group Inc. -- prospective senior
     debt to (P)Ba1 from (P)A2; prospective subordinate debt to   
     (P)Ba2 from (P)A3

  -- Radian Asset Assurance Inc. -- insurance financial strength
     to A3 from Aa3

  -- Radian Asset Assurance Limited -- insurance financial
     strength to A3 from Aa3

Radian Group is a US based holding company which owns a mortgage
insurance platform comprised of Radian Guaranty, Radian Insurance
and Amerin Guaranty, as well as a financial guaranty insurance
company, Radian Asset.  The group also has investments in other
financial services entities.  As of March 31, 2007, Radian Group
had total assets of $8.3 billion and $2.9 billion in shareholder's
equity.


RANDALL MARTIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Randall Martin Home Dobson Park, LLC
        20845 N. Pima Road, Suite C-253
        Scottsdale, Arizona 85255

Bankruptcy Case No.: 08-07689

Type of Business: The Debtor build houses.

Chapter 11 Petition Date: June 25, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtors' Counsel: Michael W. Carmel, Esq.
                   (michael@mcarmellaw.com)
                  Michael W. Carmel, Ltd.
                  80 E. Columbus Avenue
                  Phoenix, Arizona 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144
                  http://www.mcarmellaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

          http://bankrupt.com/misc/arizb08-07689.pdf


RESIDENTIAL ACCREDIT: Moody's Cuts Ratings of 206 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 206
tranches from 30 Option ARM transactions issued by Residential
Accredit Loans Inc. under the QH and QO shelves.  Seventy four
tranches remain on review for possible further downgrade.  
Additionally, 48 tranches were placed on review for possible
downgrade

The collateral backing these transactions consists primarily of
first-lien, hybrid and adjustable-rate, negatively amortizing 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 below are a result of Moody's on-
going review process.

Complete rating actions are:

Issuer: RALI Series 2005-QO1 Trust

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. M-1, Downgraded to Aa2 from Aa1
  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to A3 from Aa3
  -- Cl. M-4, Downgraded to Baa3 from A1
  -- Cl. M-5, Downgraded to Ba2 from A2
  -- Cl. M-6, Downgraded to B1 from A3
  -- Cl. M-7, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba2

Issuer: RALI Series 2005-QO2 Trust

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. M-1, Downgraded to A1 from Aa2
  -- Cl. M-2, Downgraded to Ba2 from A2
  -- Cl. M-3, Downgraded to B3 from Baa2

Issuer: RALI Series 2005-QO3 Trust

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

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. M-1, Downgraded to Baa3 from Aa2
  -- Cl. M-2, Downgraded to B2 from A2
  -- Cl. M-3, Downgraded to Ca from Ba2

Issuer: RALI Series 2005-QO4 Trust

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

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

  -- Cl. X-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa2
  -- Cl. M-2, Downgraded to B3 from A2
  -- Cl. M-3, Downgraded to Ca from Ba1

Issuer: RALI Series 2005-QO5 Trust

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

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. M-1, Downgraded to Baa3 from Aa1
  -- Cl. M-2, Downgraded to Ba3 from Aa2
  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa2
  -- Cl. M-9, Downgraded to Ca from Baa3

Issuer: RALI Series 2006-QH1 Trust

  -- Cl. M-2, Downgraded to Baa3 from A2
  -- Cl. M-3, Downgraded to Ba3 from Baa1
  -- Cl. M-4, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3

Issuer: RALI Series 2006-QO1 Trust

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

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

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

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

  -- Cl. M-1, Downgraded to Baa3 from Aa1
  -- Cl. M-2, Downgraded to Ba2 from Aa2
  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba1
  -- Cl. M-6, Downgraded to Ca from B2
  -- Cl. B-1, Downgraded to Ca from Caa1

Issuer: RALI Series 2006-QO10 Trust

  -- Cl. M-1, Downgraded to Aa2 from Aaa
  -- Cl. M-2, Downgraded to Baa1 from Aa1
  -- Cl. M-3, Downgraded to Baa3 from Aa2
  -- Cl. M-4, Downgraded to Ba3 from Aa3
  -- Cl. M-5, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Baa3

Issuer: RALI Series 2006-QO2 Trust

  -- Cl. M-2, Downgraded to A3 from Aa2
  -- Cl. M-3, Downgraded to Baa3 from Aa3
  -- Cl. M-4, Downgraded to Ba3 from A1
  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa3

Issuer: RALI Series 2006-QO3 Trust

  -- Cl. M-1, Downgraded to Aa2 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa2
  -- Cl. M-3, Downgraded to Ba2 from Aa3
  -- Cl. M-4, Downgraded to B2 from A1
  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa3

Issuer: RALI Series 2006-QO4 Trust

  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Baa3 from Aa2
  -- Cl. M-3, Downgraded to Ba3 from Aa2
  -- Cl. M-4, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Baa2
  -- Cl. M-10, Downgraded to Ca from Ba1

Issuer: RALI Series 2006-QO5 Trust

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

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

  -- Cl. III-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. M-1, Downgraded to Baa1 from Aaa
  -- Cl. M-2, Downgraded to B1 from Aa1
  -- Cl. M-3, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Ba2
  -- Cl. M-7, Downgraded to Ca from B3

Issuer: RALI Series 2006-QO6 Trust

  -- Cl. M-1, Downgraded to A3 from Aa1
  -- Cl. M-2, Downgraded to Baa3 from Aa2
  -- Cl. M-3, Downgraded to Ba3 from Aa3
  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Baa3

Issuer: RALI Series 2006-QO7 Trust

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

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

  -- Cl. III-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. X1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aaa
  -- Cl. M-2, Downgraded to B1 from Aa1
  -- Cl. M-3, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Baa3
  -- Cl. M-6, Downgraded to Ca from Ba3
  -- Cl. M-7, Downgraded to Ca from B3

Issuer: RALI Series 2006-QO8 Trust

  -- Cl. I-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

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

  -- Cl. I-A3B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A4B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-AX, Placed on Review for Possible Downgrade, currently   
     Aaa

  -- Cl. II-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to A2 from Aaa
  -- Cl. M-2, Downgraded to Ba3 from Aa1
  -- Cl. M-3, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa2
  -- Cl. M-9, Downgraded to Ca from Baa3

Issuer: RALI Series 2006-QO9 Trust

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

  -- Cl. I-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A3B, Placed on Review for Possible Downgrade, currently
     Aaa

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

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to A3 from Aa1
  -- Cl. M-3, Downgraded to Baa3 from Aa1
  -- Cl. M-4, Downgraded to Ba3 from Aa2
  -- Cl. M-5, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba1
  -- Cl. B, Downgraded to Ca from Ba2

Issuer: RALI Series 2007-QH1 Trust

  -- Cl. M-1, Downgraded to Aa2 from Aa1
  -- Cl. M-2, Downgraded to A1 from Aa1
  -- Cl. M-3, Downgraded to Baa1 from Aa2
  -- Cl. M-4, Downgraded to Ba1 from A1
  -- Cl. M-5, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba2

Issuer: RALI Series 2007-QH2

  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from Aa2
  -- Cl. M-4, Downgraded to Ba1 from Aa3
  -- Cl. M-5, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Baa3

Issuer: RALI Series 2007-QH3 Trust

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

  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to A2 from Aa1
  -- Cl. M-3, Downgraded to Baa2 from Aa2
  -- Cl. M-4, Downgraded to Ba1 from Aa2
  -- Cl. M-5, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba1

Issuer: RALI Series 2007-QH4 Trust

  -- Cl. M-3, Downgraded to Aa3 from Aa2
  -- Cl. M-4, Downgraded to A3 from Aa3
  -- Cl. M-5, Downgraded to Baa3 from A1
  -- Cl. M-6, Downgraded to B1 from A3
  -- Cl. M-7, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Ba1
  -- Cl. B, Downgraded to Ca from Ba3

Issuer: RALI Series 2007-QH5 Trust

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

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to A3 from Aa1
  -- Cl. M-3, Downgraded to Baa3 from Aa2
  -- Cl. M-4, Downgraded to B1 from Aa3
  -- Cl. M-5, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Ba2

Issuer: RALI Series 2007-QH6 Trust

  -- Cl. M-1, Downgraded to Aa2 from Aaa
  -- Cl. M-2, Downgraded to A2 from Aa1
  -- Cl. M-3, Downgraded to Baa1 from Aa1
  -- Cl. M-4, Downgraded to Baa3 from Aa1
  -- Cl. M-5, Downgraded to B1 from Aa3
  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Ba3
  -- Cl. B, Downgraded to Ca from B1

Issuer: RALI Series 2007-QH7 Trust

  -- Cl. M-7, Downgraded to Baa2 from A3
  -- Cl. M-8, Downgraded to Ba1 from Baa1
  -- Cl. M-9, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: RALI Series 2007-QH8 Trust

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa2
  -- Cl. M-2, Downgraded to B1 from A2
  -- Cl. M-3, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba2

Issuer: RALI Series 2007-QH9 Trust

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. M-3, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     B2

Issuer: RALI Series 2007-QO1 Trust

  -- Cl. M-2, Downgraded to Aa2 from Aa1
  -- Cl. M-3, Downgraded to A1 from Aa1
  -- Cl. M-4, Downgraded to Baa1 from Aa2
  -- Cl. M-5, Downgraded to Baa3 from Aa3
  -- Cl. M-6, Downgraded to Ba3 from A1
  -- Cl. M-7, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B, Downgraded to Ca from Ba3

Issuer: RALI Series 2007-QO2 Trust

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

  -- Cl. M-1, Downgraded to A2 from Aaa
  -- Cl. M-2, Downgraded to Baa1 from Aa1
  -- Cl. M-3, Downgraded to Ba2 from Aa1
  -- Cl. M-4, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Baa3
  -- Cl. B, Downgraded to Ca from Ba3

Issuer: RALI Series 2007-QO3 Trust

  -- Cl. M-6, Downgraded to Baa1 from A2
  -- Cl. M-7, Downgraded to Baa3 from A3
  -- Cl. M-8, Downgraded to Ba3 from Baa2
  -- Cl. M-9, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: RALI Series 2007-QO4 Trust

  -- Cl. M-1, Downgraded to Aa2 from Aaa
  -- Cl. M-2, Downgraded to A2 from Aa1
  -- Cl. M-3, Downgraded to A2 from Aa1
  -- Cl. M-4, Downgraded to Baa1 from Aa2
  -- Cl. M-5, Downgraded to Baa3 from Aa3
  -- Cl. M-6, Downgraded to Ba3 from A1
  -- Cl. M-7, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: RALI Series 2007-QO5 Trust

  -- Cl. M-1, Downgraded to A2 from Aa2
  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to Ba1 from Baa1
  -- Cl. M-4, Downgraded to Ba3 from Baa2
  -- Cl. M-5, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade


RHODE ISLAND HEALTH: Fitch Lowers $18.6MM Bonds Rating to BB
------------------------------------------------------------
Fitch Ratings has downgraded Rhode Island Health and Educational
Building Corporation's $18.6 million series 1999 revenue bonds
(St. Joseph Health Services of Rhode Island Issue; SJHS) to 'BB'
from 'BBB-'.  Fitch has also revised the Rating Outlook to
Negative from Stable.

The downgrade reflects SJHS' growing operating losses, a rapidly
shrinking liquidity position, and poor debt service coverage.  The
financial deterioration is a result of the hospital's inability to
respond effectively to a multi-year decline in inpatient and
outpatient volumes.  Since fiscal 2004, SJHS' operating
performance has consistently worsened, with the hospital losing
$3.4 million for the year ending Sep. 30, 2007 (negative 1.9%
margin).  Through six months ended March 31, 2008, SJHS recorded
an operating loss of approximately $1.8 million, which equated to
a negative 2.0% operating margin.

Management projects the full year loss to be $3.6 million, despite
having implemented a 40 FTE staff reduction in April 2008.  
Despite the losses, SJHS' debt load is moderate, with maximum
annual debt service at just 1.6% of revenues, cash to debt at 94%,
and debt to capitalization at 40%.

SJHS' cash and unrestricted investments have steadily declined
since 2005, and stood at 38 days of expenses as of March 31, 2008.  
At Sep. 30, 2007, SJHS had approximately $22.5 million in
unrestricted cash and investments, which was down from FY06 and
FY05's positions of $30.8 million and $34.0 million, respectively.  
Cash flow from operations turned sharply negative for fiscal 2007,
while investment losses have further trimmed the hospital's
liquidity position.  Moderate but prolonged erosion in patient
volumes is chiefly responsible for the financial decline, with
admissions dropping over 2% per year since 2004.  Outpatient
activity has also dropped, with surgeries declining to 14,295 for
fiscal 2007 from 18,645 in 2003.  Management indicates that recent
utilization declines are due to softening inpatient volumes
throughout the state as well as growing outmigration and
competition for surgical services.

The Rating Outlook revision to Negative indicates that potential
further negative rating action may be warranted if SJHS' cannot
improve operating profitability and stabilize its liquidity
position.

Management expects to reduce expenses through two near term
initiatives.  First, SJHS eliminated 40 full time equivalent
positions in April 2008, and management is reviewing additional
expense savings measures as part of the FY2009 budget process.  
Second, the hospital has filed a certificate of need application
to allow the consolidation of inpatient services at the newer of
the hospital's two campuses in Providence.  Approval and
implementation is expected over the next several months.  The
projected benefit of the inpatient consolidation is $4.2 million.

SJHS is also contemplating a merger with Roger Williams Medical
Center, similarly sized and also located in Providence, which
could strengthen SJHS' market presence and reduce expenses through
streamlined business operations.  Pursuant to a May 2008
memorandum of understanding, both organizations would consolidate
under a parent organization.  The combined entity would have
approximately $340 million in revenues and a 15% market share.  
Details regarding the management team and obligated group
structure have yet to be determined. For the year ended Sep. 30,
2007, RWMC broke even from operations on net revenues of $168
million.

Located in Rhode Island, SJHS consists of 271-bed Our Lady of
Fatima Hospital in North Providence, St. Joseph Hospital for
Specialty Care (115 beds) and St. Joseph Living Center (62
assisted living units) in Providence.  SJHS had $177.6 million in
total revenue in 2007.  SJHS has covenants to provide only annual
disclosure to the NRMSIRs, which Fitch views as a weak legal
covenant.  SJHS has provided timely annual disclosure to the
NRMSIRs and management intends to provide quarterly disclosure.


RHODE ISLAND HEALTH: S&P Cuts $19.6MM Bond Rating to BB from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB' from
'BB+' on Rhode Island Health and Educational Building Corp.'s
$19.6 million series 1999 bonds issued for St. Joseph Health
Services.
     
The lower rating reflects fiscal year 2007 losses, which were
substantially below expectations and continue year to date at
comparable levels.  The outlook remains negative although the
hospital is in the middle of exploring and implanting strategic
initiatives that may stabilize the rating at its current level
next year.
     
The 'BB' rating reflects St. Joseph's sizeable operating losses;
limited balance sheet with minimal liquidity and substantial funds
due to third-party payors, which are slowly being repaid; and the
competitive Rhode Island service area, which is dominated by 'A'
rated Lifespan.
     
"A lower rating is precluded at this time due to progress made by
a new CEO to consolidate inpatient services on a single campus and
by efforts to consummate a merger with a local competitor," said
Standard & Poor's credit analyst Cynthia Keller Macdonald.  "While
these strategies have been discussed in the past with little
action, a lot of progress has been made this year with new
leadership," added Ms. Keller Macdonald.
     
The negative outlook reflects concerns about the magnitude of
losses posted in 2007 and 2008 year to date combined with a
relatively weak balance sheet.  The rating could be lowered if
losses escalate or liquidity diminishes much below current levels.  
However, while the financial metrics might suggest a lower rating,
the strategies pursued by management have potential to
significantly effect the organization and potentially stabilize it
at the current rating level, if successfully implemented.  
     
St. Joseph Health Services operates 295-staffed beds on two
campuses; 201 acute-care beds at Our Lady of Fatima Hospital in
North Providence and 94 beds at The St. Joseph Hospital for
Specialty Care in Providence, which provides psychiatry,
rehabilitation, and skilled nursing services.  St. Joseph has no
swaps outstanding.


ROOM SOURCE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Room Source LLC
        aka The RoomSource
        aka RoomSource
        849 North 10th Street
        Sacramento, CA 95814

Bankruptcy Case No.: 08-28487

Type of Business: The Debtor retails home furniture.

Chapter 11 Petition Date: June 25, 2008

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Sarah M. Stuppi, Esq.
                  Law Offices of Stuppi & Stuppi
                  1630 North Main Street, Suite 332
                  Walnut Creek, CA 94596
                  Tel: (415) 786-4365

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

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

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


SALONE HOLDINGS: Baseball Clubs Sue Operator to Recoup $100,000
---------------------------------------------------------------
WRTA.com reports that the Altoona Curve and State College Spikes
baseball organizations have filed lawsuits to recoup $100,000 from
Larry Salone.  The lawsuit, the report says, alleges that Mr.
Salone, operator of the Altoona Railroaders Museum, owes the clubs
for advertising and promotions for his Quaker Steak & Lube
restaurant franchise in State College.

WRTA.com says Mr. Salone included those debts in a chapter 11
bankruptcy petition.  The teams, however, argue that the debts
don't fall within the bankruptcy because Mr. Salone signed the ad
contracts as an individual.

Pennsylvania-based Salone Holdings LLC filed for voluntary Chapter
11 bankruptcy before the U.S. Bankruptcy Court for the Western
District of Pennsylvania on March 19, 2008 (Case No.: 08-70278).  
Christopher A. Boyer, Esq., at Leech, Tishman, Fuscaldo & Lampl,
LLC, in Pittsburgh, Pennsylvania, represents the Debtor.  Salone
Holdings reported $1 million to $10 million in estimated assets
and debts when it filed for bankruptcy.


SAN JUAN: Moody's Affirms CF Rating at B3, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family and B3
probability of default ratings for San Juan Cable LLC.  The
ratings outlook remains stable, and Moody's affirmed ratings as:

San Juan Cable, LLC

  -- Affirmed B3 Corporate Family Rating
  -- Affirmed B3 Probability of Default Rating
  -- Affirmed B1 rating on Senior Secured First Lien Bank Credit
     Facility, LGD2, 28%

  -- Affirmed Caa1 rating on Senior Secured Second Lien Bank
     Credit Facility, LGD5, 72%

  -- Outlook: Stable

San Juan Cable's revenue and EBITDA both rose over 10% in 2007
compared to the prior year, and Moody's anticipates continued
growth.  However, accretion on the payment-in-kind loan at the
holding company constrains the company's ability to reduce
leverage.

San Juan Cable's B3 corporate family rating reflects high leverage
of approximately 8 times debt-to-EBITDA, low fixed charge
coverage, and minimal free cash flow.  Furthermore, San Juan
remains a small, geographically concentrated operator.  Attractive
asset value, strong EBITDA margins, and reasonable growth
prospects support the rating.

San Juan Cable LLC, the leading provider of cable television
services in Puerto Rico, serves approximately 133,000 basic video
subscribers.  Its annual revenue is approximately $150 million.  
San Juan Cable is owned by MidOcean Partners, Crestview Partners
and the company's management.


SASCO 2007-BHC1: S&P Trims Ratings on 11 Classes of Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from SASCO 2007-BHC1 Trust and removed them from
CreditWatch, where they were placed with negative implications on
May 28, 2008.  At the same time, S&P affirmed its ratings on five
other classes and removed them from CreditWatch with negative
implications, and affirmed its ratings on two other classes that
were not previously on CreditWatch.
     
The lowered and affirmed ratings follow a full analysis of the
transaction, which included an examination of the current credit
characteristics of the assets and the transaction's liabilities.  
The review incorporated Standard & Poor's revised recovery rating
assumptions for commercial mortgage-backed securities.
     
According to the trustee reported dated June 20, 2008, the
transaction's current assets include 88 classes of pass-through
certificates from 42 distinct CMBS transactions issued between
2004 and 2006.  None of the CMBS transactions represent an asset
concentration of 10% or more.  The aggregate principal balance of
the assets and liabilities each total $501.3 million, which is
unchanged since issuance.  The transaction has not realized any
principal losses to date and none of the current assets are first-
loss CMBS assets.
     
S&P's analysis indicates that the current asset pool exhibits
credit characteristics consistent with 'BBB' rated obligations.  
Standard & Poor's rates $417.9 million (83%) of the assets.  S&P
reanalyzed its outstanding credit estimates for the remaining
assets.
     
Standard & Poor's analysis of SASCO 2007-BHC1 Trust indicates that
the classes are adequately supported at the lowered and affirmed
rating levels.

            Ratings Lowered and off Creditwatch Negative

                       SASCO 2007-BHC1 Trust
          CMBS pass-through certificates series 2007-NCM1

                                   Rating
                                   ------
                      Class    To           From
                      -----    --           ----
                      A-2      AA+          AAA/Watch Neg
                      B        AA           AA+/Watch Neg
                      C        A+           AA/Watch Neg
                      D        A+           AA-/Watch Neg
                      E        A            A+/Watch Neg
                      F        BBB+         A/Watch Neg
                      G        BBB          A-/Watch Neg
                      H        BBB-         BBB+/Watch Neg
                      J        BB+          BBB/Watch Neg
                      K        BB+          BBB-/Watch Neg
                      L        BB           BB+/Watch Neg

           Ratings Affirmed and Off Creditwatch Negative

                       SASCO 2007-BHC1 Trust
          CMBS pass-through certificates series 2007-NCM1

                                   Rating
                                   ------
                     Class    To           From
                     -----    --           ----
                     M        BB           BB/Watch Neg
                     N        BB-          BB-/Watch Neg
                     P        B+           B+/Watch Neg
                     Q        B            B/Watch Neg
                     S        B-           B-/Watch Neg

                          Ratings Affirmed

                        SASCO 2007-BHC1 Trust
          CMBS pass-through certificates series 2007-NCM1
                          Class    Rating
                          -----    ------
                          A-1      AAA
                          X        AAA


SEQUOIA COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor:   Sequoia Community Health Foundation, Inc.
          dba Sequoia Community Health Clinic
          1945 N Fine #116
          Fresno, CA 93727

Bankruptcy Case No.: 08-13653

Chapter 11 Petition Date: June 24, 2008

Court: Eastern District of California (Fresno)

Judge: Hon. Whitney Rimel

Debtors' Counsel: Riley C. Walter, Esq.
                  Walter Wilhelm Law Group
                  7110 N Fresno St #400
                  Fresno, CA 93720
                  Tel: (559) 435-9800
                  Fax: (559) 435-9868

Sequoia Community Health Foundation, Inc.'s Financial Condition:

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

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

A copy of the Debtor's petition and a list of its 20 largest
unsecured creditors are available at no charge at:

              http://bankrupt.com/misc/caeb08-13653.pdf


SEQUOIA COMMUNITY: Sec. 341 Creditors Meeting Slated for July 31
----------------------------------------------------------------
The United States Trustee for the Eastern District of California
in Fresno will convene a meeting of creditors on July 31, 2008, at
1:30 p.m. at Fresno Meeting Room 1452.

Proofs of claim against the Debtor are due by October 29, 2008.

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.

The U.S. Trustee may be reached at:

     Office of the U.S. Trustee
     United States Courthouse
     2500 Tulare Street, Room 1401
     Fresno, CA 93721

Sequoia Community Health Centers, Inc. is a non-profit Federally
Qualified Health Center located in Fresno, California.

The Debtor filed for chapter 11 protection on June 24, 2008,
before the U.S. Bankruptcy Court for the Eastern District of
California (Case No. 08-13653).  Riley C. Walter, Esq., at Walter
Wilhelm Law Group, in Fresno, represents the Debtor.

When it filed for bankruptcy, Sequoia disclosed $1,000,000 to
$10,000,000 in estimated assets and debts.


SHARPER IMAGE: Receives Go-Signal to Implement Severance Program
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware held that The Sharper Image Corp. may implement its
severance program as amended upon record at the June 17, 2008
hearing.

Judge Gross overruled objections not otherwise resolved, and
authorized the Debtor to honor obligations under the Amended
Severance Program as to its executives.

Davis Street Land Company of Tennessee, L.L.C., and Gardens SPE
II LLC tried to block approval of the Amended Severance Program,  
to the extent that their administrative claims against the Debtor
are not paid.

According to William A. Hazeltine, Esq., at Sullivan Hazeltine
Allinson LLC, in Wilmington, Delaware, the Debtor had entered
into separate non-residential property leases with Davis and
Gardens prior to the Petition Date.  The Debtor had not paid the
Landlords the stub rent for its obligations on the Leases, nor
indicated whether the Leases will be assumed, assumed and
assigned, or rejected.  The stub rent, which continue to accrue
under the Leases, is an administrative expense of the Debtor's
estate, Mr. Hazeltine maintained.

Mr. Hazeltine asserted that the Landlords should not be required
to wait for the payment of their administrative claims, while  
employees are paid currently.  Additionally, he said that the
Amended Severance Program should explicitly state that the
employees are not entitled to duplicative bonuses.

                      About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  
(Sharper Image Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


SHARPER IMAGE: Court Terminates Order on Equity Trade Restriction
-----------------------------------------------------------------
Upon the oral request of Sharper Image Corp. to withdraw the
interim approval of its motion to restrict transfers of interest,
the U.S. Bankruptcy Court for the District of Delaware terminated
the interim order as of June 17, 2008.

Judge Kevin Gross determined that the termination of the Interim
Order is in the best interests of the Debtor, its creditors, and
all parties-in-interest.

As reported by the Troubled Company Reporter on May 12, 2008, the
Debtor sought the authority of the U.S. District Court for the
District of Delaware to (i) establish procedures to protect the
potential value of its net operating tax loss carryforward
amounts, and (ii) notify all holders of its stock and claims via a
notice.

The Debtor estimated that it has NOLs in excess of $200,000,000.  
In addition, the Debtor has substantial tax basis in its assets
that exceeds the implied value of its assets based on its current
market capitalization.

                         About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  
(Sharper Image Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


SHARPER IMAGE: Stinson Morrison Discloses Representation of Garmin
------------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Darrell W. Clark, Esq., a partner at Stinson Morrison
Hecker LLP, in Washington, D.C., says his firm represents three
creditors in The Sharper Image Corp.'s Chapter 11 case:

   * Garmin International, Inc.;
   * Highwoods Realty, LP; and
   * Verizon Business Global, LLC, and its subsidiaries.

Garmin holds a prepetition unsecured claim for $2,100,000, and an
administrative claim for $600,000, arising from delivery of
products to the Debtor.

Highwoods is a landlord of the Debtor, and holds a $5,000
prepetition claim.

Verizon holds a $50,000 prepetition unsecured claim, a $36,000
administrative claim, and a claim for a utility deposit.

Mr. Clark tells the U.S. Bankruptcy Court for the District of
Delaware that Stinson does not own any claim against the Debtor.

                  About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  
(Sharper Image Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


SHARPER IMAGE: Vice-Presidents Gary Chant, Drew Reich Resign
------------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission dated June 17, 2008, James Sander, senior
vice-president and general counsel of Sharper Image Corp.,
disclosed that two vice-presidents of Sharper Image stepped down
from their positions and left the company between June 11 and 13,
2008.

On June 11, 2008, Gary Chant, Sharper Image's senior vice-
president for human resources and administration, stepped down
from that position.  On June 13, 2008, Drew Reich, Sharper
Image's executive vice-president for merchandising, also left the
company.

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  
(Sharper Image Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


SIMTROL INC: Amends 2002 Equity Incentive Plan to Increase Shares
-----------------------------------------------------------------
The independent directors of Simtrol, Inc. approved an amendment
to the company's 2002 Equity Incentive Plan.  The purpose of the
amendment is to increase the number of shares of authorized common
stock available for issuance under the Plan to 8,000,000 shares
from the previously authorized number of 6,000,000 shares.

                    Compensation Agreement

The company entered into a compensation agreement with Mr. Oliver
Cooper, President and Chief Executive Officer.  Mr. Cooper's
annual base salary with the company is $156,000, payable in
accordance with the company's current bi-weekly pay schedule and
options to purchase common stock were granted:

   * Nonqualified stock options to purchase 750,000 shares of
     common stock of the company at an exercise price equal to
     $0.37;

   * Nonqualified stock options to purchase 750,000 shares of
     common stock of the company at an exercise price equal to
     $0.75 per share; and

   * Nonqualified stock options to purchase 500,000 shares of
     common stock of the company at an exercise price equal to
     $1.25 per share.

All grants have three-year vesting periods, with monthly vesting
ratably, and ten-year lives in accordance with the company's 2002
Equity Incentive Plan.

                      Transition Agreement

The company entered into a transition agreement with the company's
former Chief Executive Officer, Mr. Richard Egan.  The company
paid Mr. Egan $4,200.00 in cash as payment of his accrued, unused
vacation on June 6, 2008, and further agreed to pay separation
payments totaling $48,400 in 14 equal bi-weekly cash installments.  
Mr. Egan agreed to release and discharge the company from any and
all claims or liability, whether known or unknown, arising out of
any event, act or omission occurring on or before the date of the
Agreement.  The Agreement also included hiring Mr. Egan as a
consultant to the company through January 31, 2010.  Mr. Egan
agreed to forfeit the previously granted stock options as
outlined:

        Grant Date    Number of Shares    Exercise Price
        ----------    ----------------    --------------
      Jan. 4, 2000          7,500               $4.70
     Aug. 25, 2000          7,500              $40.00
       May 6, 2002         25,000               $4.80
     July 25, 2002          1,000               $2.00
      June 6, 2003          7,500               $2.40
     June 21, 2004         50,000               $2.00

The stock option grants remain in effect and will continue to be
governed by the company's 2002 Equity Incentive Plan and the
relevant stock option grant notice:

        Grant Date    Number of Shares    Exercise Price
        ----------    ----------------    --------------
     July 21, 2005         50,000              $0.90
      Nov. 8, 2005         50,000              $0.55
     Aug. 24, 2006         15,000              $0.48
     Jan. 31, 2007        400,000              $0.38
     Dec. 11, 2007        200,000              $0.80
    April 11, 2008         37,500              $0.53
  
                        About Simtrol Inc.

Headquartered in Norcross, Georgia, Simtrol Inc. (OTC BB: SMRL)
-- http://www.simtrol.com/- is a developer of software that   
manages controllable devices such as display monitors, video
cameras, and medical equipment for diverse markets such as digital
signage, security and surveillance, and healthcare.

Simtrol Inc.'s consolidated balance sheet at March 31, 2008,  
showed $1,380,095 in total assets and $1,546,657 in total
liabilities, resulting in a $166,562 total stockholders' deficit.

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Simtrol 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 auditng firm reported that the
company has not achieved a sufficient level of revenues to support
its business and has suffered recurring losses from operations.


SIRVA INC: Withdraws Bid to Extend Removal Period After Plan Okay
-----------------------------------------------------------------
Following their emergence from Chapter 11, the Reorganized
Sirva Inc. and its debtor-affiliates withdrew their request to
extend to September 5, 2008, the period within which they may
remove actions pending on the Petition Date.

As reported by the Troubled Company Reporter on May 14, 2008,
SIRVA, Inc., and its debtor-subsidiaries' First Amended
Prepackaged Joint Plan of Reorganization became effective on
May 12, 2008.  

SIRVA's Plan of Reorganization is the result of an agreement
the Company reached in February with its lenders, who
overwhelmingly supported its Plan of Reorganization.  SIRVA's
exit financing consists of a $215,000,000 senior secured credit
facility, which will be used to fund ongoing operations and
borrowings.  Effective immediately, SIRVA will become a private
company, and its stock will no longer be publicly traded.

A full-text copy of the Debtors' First Amended Prepackaged Joint
Plan of Reorganization is available at no charge at:

   http://bankrupt.com/misc/SIRVA1stAmendedPlan.pdf  

                     About Sirva Inc.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.  
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.  The Debtors' First Amended Prepackaged Joint Plan of
Reorganization became effective on May 12, 2008.  

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

    
SIX FLAGS: Inks Indenture for Unit to Issue $400MM Senior Notes
---------------------------------------------------------------
Six Flags, Inc., and its wholly-owned subsidiary, Six Flags
Operations Inc., entered into an Indenture for the issuance by
Operations of up to $400.0 million aggregate principal amount of
its 12-1/4% Senior Notes due 2016, which are guaranteed by the
company, in exchange for these notes of the company tendered by
existing holders in a private exchange offer:  

   (i) $149.2 million aggregate principal amount of the company's
       outstanding 8-7/8% Senior Notes due 2010;

  (ii) $231.6 million aggregate principal amount of the company's
       outstanding 9-3/4% Senior Notes due 2013 and

(iii) $149.9 million aggregate principal amount of the company's
       outstanding 9-5/8% Senior Notes due 2014.

After completion of the Private Exchange Transaction,
$131.1 million, $142.4 million and $314.75 million aggregate
principal amount of the 2010 Notes, 2013 Notes and 2014 Notes,
respectively, remain outstanding under the global notes and
indentures governing these notes.

The New Notes bear interest at 12 ¼% per annum and mature on July
15, 2016.  Interest is payable semi-annually, in arrears, on July
15 and January 15 of each year, with the first payment being due
on January 15, 2009.

At any time on or after July 15, 2013, Operations may redeem all
or a part of the New Notes at the following redemption prices
(expressed as percentages of principal amount) plus accrued and
unpaid interest, if any, to the date of redemption:

   (i) 106.125% during year 2013;
  (ii) 103.063% during year 2014; and
(iii) 100.00% during year 2015 and thereafter.

At any time before July 15, 2011, Operations may redeem up to 35%
of the New Notes with the net proceeds of certain equity offerings
and strategic equity investments in the company or Operations, as
long as at least 65% of the aggregate principal amount of the New
Notes remains outstanding after the redemption.

If there is a change in control, the holders of the New Notes have
the right to require Operations to repurchase their notes at a
price equal to 101% of the principal amount, plus accrued and
unpaid interest.

The Indenture contains covenants that restrict the ability of
Operations and its subsidiaries, with exceptions, to take certain
specified actions including those relating to the payment of
dividends, incurrence of additional debt, consolidating, merging
or transferring assets.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional theme       
park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

At March 31, 2008, Six Flags' consolidated balance sheet showed
$410.6 million stockholders' deficit, compared with $252 million
deficit at Dec. 31, 2007.

                            *     *     *

As related in the Troubled Company Reporter on May 26, 2008,
Fitch Ratings has downgraded these ratings: Issuer Default Rating
to 'C' from 'B-'; Senior unsecured notes (including the 4.5%
convertible notes) to 'C/RR5' from 'CCC/RR6'; and Preferred stock
to 'C/RR6'from 'CCC-/RR6'.

As disclosed Troubled Company Reporter on May 20, 2008, Standard &
Poor's Ratings Services placed its 'CCC+' corporate credit rating
and 'CCC-' senior unsecured rating on Six Flags Inc. on
CreditWatch with negative implications.


SOUTHERN PACIFIC: Moody's Junks Underlying Ratings on Two Notes
---------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
the following notes that are guaranteed by the financial
guarantors listed.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
following notes are consistent with Moody's practice of rating
insured securities at the higher of the guarantor's insurance
financial strength rating or any underlying rating that is public.

Complete rating actions are:

Issuer: Southern Pacific Secured Assets Corp 1998-01

Class Description: Class A-1 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Caa1

Class Description: Class A-3 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Caa1

Class Description: Class A-6 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: B3

Issuer: Southern Pacific Secured Assets Corp 1998-01

Class Description: Class A-7 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: B3

Issuer: Southern Pacific Secured Assets Corp 1998-2

Class Description: A-1 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Ba1

Class Description: A-7 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Ba3

Class Description: A-8 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Ba3

Class Description: A-9 Notes

  -- Current Rating: A2
  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Ba1


SUNCREST LLC: Zions Bank Wins Auction with $25.3 Mil. Credit Bid
----------------------------------------------------------------
Zions First National Bank won in an auction of SunCrest LLC's
unfinished housing project in Utah on Monday, The Deal's Terry
Brennan relates.

The auction was held without a stalking-horse bidder, according to
The Deal.

Zions, which offered a credit bid of $25.3 million, outbid an
undisclosed initial bidder, Debtor's counsel Bruce Raid, Esq.,
said, The Deal reported.  The bank is owed $45 million, the report
adds.  The Debtor was in default of $43.7 million of the Zions
loan, which prompted its chapter 11 filing, The Deal reports.

The Troubled Company Reporter said on March 4, 2008, that Zions
Bank had alleged that SunCrest violated terms under a loan
agreement with the bank.  According to court documents, SunCrest
did not pay real estate taxes, and service, labor and materials
expenses.

The Hon. William Thurman of the U.S. Bankruptcy Court for the
District of Utah was scheduled to conduct a sale hearing
Wednesday, The Deal reports.

On June 2, 2008, the TCR said that Court authorized SunCrest to
obtain, on a final basis, up to $1,050,00 in postpetition
financing -- including the use of cash collateral -- from WB Land
Investments LP and Zion First National Bank, as lenders, pursuant
to a restructuring and reorganization agreement dated March 27,
2008.

The Debtor has until June 30, 2008, to use the lenders cash
collateral, the TCR said.

                          About SunCrest

Headquartered in Draper, Utah, SunCrest LLC fdba Dae/Westbrook LLC
-- http://www.suncrest.com-- develops mountaintop community in     
Draper.  The company filed for Chapter 11 protection on April 11,
2008 (Bankr. D. Utah Case No.08-22302).  Joel T. Marker, Esq., at
McKay Burton & Thurman, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 19 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors.  David
E. Leta, Esq., and Engels Tejeda, Esq., at Snell & Wilmer in Salt
Lake City, Utah, represent the Committee in this case.  The Debtor
listed $46,442,365 in total assets and $96,587,367 in total debts.


TAHERA DIAMOND: Court Extends CCAA Protection Until September 30
----------------------------------------------------------------
Tahera Diamond Corporation received from the Ontario Superior
Court of Justice an extension to its stay period entered under the
Companies' Creditors Arrangement Act.  The stay period is now in
effect until Sept. 30, 2008, and is intended to provide sufficient
time for the company to complete its sales process.

The original CCAA filing occurred on Jan. 16, 2008, and the stay
period was subsequently extended to June 30, 2008.  

In addition, the order also provides an extension for Tahera to
conduct its annual meeting of shareholders to a date no later than
six months after the date of implementation of a Plan of
Arrangement or Compromise under the CCAA proceedings.
    
A number of expressions of interest were received as part of the
company's formal Marketing Process.  Interested parties who have
submitted acceptable expressions of interest are continuing due
diligence assessment, which may or may not lead to a formal offer
for the assets.

The company and other stakeholders are working with potential
buyers in order to facilitate a formal offer and will provide
shareholders with updates in this regard as information is
available.

                      About Tahera Diamond

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--   
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.

On Jan. 16, 2008, Tahera obtained an order from the Ontario
Superior Court of Justice granting Tahera and its subsidiary
protection pursuant to the provisions of the CCAA.  Tahera sought
protection under CCAA, as its current cash flows and cash on hand
would not allow it to meet its current obligations and its
obligations with respect to the 2008 winter road resupply.  The
Court extended until June 30, 2008, the stay it granted to Tahera
under the Companies' Creditors Arrangement Act.


TARRAGON CORP: Board Engages Travis Wolff as Accounting Firm
--------------------------------------------------------------
The Audit Committee of the Board of Directors of Tarragon
Corporation engaged Travis, Wolff & Company, LLP as the company's
new independent registered public accounting firm.  Grant Thornton
LLP was dismissed as the company's independent registered public
accounting firm.

                     Grant Thornton Reports

The report of Grant Thornton on the company's consolidated
financial statements for the fiscal year ended Dec. 31, 2007
contained an explanatory paragraph concluding that there was
substantial doubt as to the company's ability to continue as a
going concern.  During the fiscal years ended Dec. 31, 2007 and
2006, and through June 13, 2008, there were no disagreements
between the company and Grant Thornton.  During the years ended
Dec. 31, 2007 and 2006, and through June 13, 2008, there were no
reportable events requiring disclosure.  

In connection with the audits for the fiscal years ended Dec. 31,
2007 and 2006, Grant Thornton identified a material weakness in
the company's internal controls over financial reporting because
the company did not have sufficient accounting and finance
resources with an appropriate level of accounting experience and
training in the application of U.S. generally accepted accounting
principles consistent with the level and complexity of the
company's operations and financial reporting requirements.

                    About Tarragon Corp.

Headquartered in New York City, Tarragon Corporation (NasdaqGS:
TARR) -- http://www.tarragoncorp.com/-- and its subsidiaries   
engage in the development, ownership, and management of real
estate properties in the United States.  It operates in two
divisions, a Real Estate Development Division (Development
Division) and an Investment Division.  The Development Division
focuses on developing, renovating, building, and marketing homes
in high-density, urban locations and in master-planned
communities.  The Investment Division owns and operates a
portfolio of stabilized rental apartment communities located in
Alabama, Connecticut, Florida, New Jersey, Texas, Rhode Island,
Tennessee, Maryland, Oklahoma, Michigan, and Georgia.  The company
was founded in 1973.

At Dec. 31, 2007, the company's balance sheet showed $1.1 billion
in total assets, $1.2 billion in total liabilities and $19.2
million in minority interest, resulting in $112.8 million
stockholders' deficit.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Grant Thornton LLP raised substantial doubt about the ability of
Tarragon Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm stated that as of Dec. 31, 2007 the company had
$1.1 billion in consolidated debt and had guaranteed additional
debt of its unconsolidated joint ventures totaling $31.6 million.  
At Dec. 31, 2007, the company was not in compliance with certain
of its debt covenants.  Additionally, the company incurred a net
loss during the year ended Dec. 31, 2007, and, as of that date,
the company's total liabilities exceeded its total assets by
$93.6 million.


TEEVEE TOONS: Court Approves $5 Million Sale to The Orchard
-----------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York on June 23, 2008, gave TEEVEE Toons
Inc., dba T.V.T. Records, permission to sell its catalog, artists
contacts and physical distribution business to The Orchard for at
least $5 million, Jamie Mason of The Deal says.

As reported by the Troubled Company Reporter on June 23, 2008,
the Debtor has entered into an agreement to sell its recorded
music arm and other assets to The Orchard, a New York-based
distributor of digital music.

                        About TEEVEE Toons

Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T.
Records --  http://www.tvtrecords.com/-- is an American record      
label.  The Debtor filed for Chapter 11 petition on Feb. 19, 2008
(Bankr. S. D. N.Y. Case No.: 08-10562.)  The Official Committee of
Unsecured Creditors has selected Sonnenschein Nath & Rosenthal LLP
as its counsel.   Alec P. Ostrow, Esq. and Constantine Pourakis,
Esq, at Stevens & Lee, P.C. represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of between
$10 million and $50 million.


TEEVEE TOONS: Sale of Music Publishing Unit to Bernard Hits Snag
----------------------------------------------------------------
Prepetition lender, Bernard National Loan Investors Ltd., won an
auction by offering a credit bid of $250,000 for TVT Music
Enterprises, the equity and music publishing unit of TEVEE Toons
Inc., The Deal quotes Alec P. Ostrow, Esq., at Stevens & Lee PC,
as saying.  Bernard is owed $6.73 million in prepetition debt and
$2 million postpetition debt, The Deal notes.

The Official Committee of Unsecured Creditors has asserted that no
competitive bidding occurred, The Deal notes.  Carol Neville,
Esq., at Sonnenschein Nath & Rosenthal LLP said that no stalking-
horse bidder was designated during the auction held on June 19,
2008, The Deal says.  No bidder competed against Bernard for the
publication unit, but there were competing bidders for the music
sheets, The Deal reports.

The Committee asserted that Bernard's rights in the assets was
obtained only on the event of bankruptcy, The Deal says.

The Deal relates that several artists and motion picture companies
also objected to the sale and parties.  Objecting artists like Lil
Jon, Kanye West, Pharrell Williams, Chad Hugo, Pitbull and
Bobaflex demanded that the new owner give "adequate assurance of
its future performance," The Deal adds.

The Court is set to hear objections on the sale of the Debtor's
TVT Music Enterprises on July 9, 2008, based on the report.

                        About TEEVEE Toons

Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T.
Records --  http://www.tvtrecords.com/-- is an American record      
label.  The Debtor filed for Chapter 11 petition on Feb. 19, 2008
(Bankr. S. D. N.Y. Case No.: 08-10562.)  The Official Committee of
Unsecured Creditors has selected Sonnenschein Nath & Rosenthal LLP
as its counsel.   Alec P. Ostrow, Esq. and Constantine Pourakis,
Esq, at Stevens & Lee, P.C. represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of between
$10 million and $50 million.


THORNBURG MORTGAGE: Moody's Keeps Junk Ratings on Sr. Debt, Stock
-----------------------------------------------------------------
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage, Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.

In late March 2008, the REIT issued $1.15 billion in senior
subordinate debt. Under the terms of this transaction the REIT's
preferred shareholders need to agree to a distressed exchange of
their shares in a tender offer that would value preferred stock at
20 cents on the dollar, in order to terminate the principal
participation agreement with the senior subordinate note holders.

The Thornburg's Ca senior debt rating reflects heightened
likelihood of default and the potential for above average loss
severity in the event of default.  Positively, the senior debt has
a senior lien on the equity of certain subsidiaries, the MSR
assets and a claim on the interest payments on the securities
subject to the override agreement.

Review for downgrade reflects the uncertainty of the impact of
Thornburg's efforts to restructure its balance sheet on its
ultimate capital structure and cash flows available to service
interest on senior debt.

An upgrade of Thornburg's senior debt is unlikely in the near term
due to its highly levered balance sheet, uncertainty about the
size and the quality of the REIT's unencumbered asset base going
forward, as well as doubts about the REIT's ability to continue to
be a going concern.  A rating downgrade of Thornburg's senior debt
to C in the near term would most likely occur should the REIT be
unable to comply with its senior debt covenants.

Thornburg Mortgage, Inc. (NYSE: TMA) based in Santa Fe, New
Mexico, USA, is a single-family mortgage portfolio lender and
originator organized as a REIT.  As of March 31, 2008, Thornburg
Mortgage reported assets of approximately $30.8 billion.


TYSON FOODS: To Sell Alberta Beef Business to XL Foods for C$107MM
------------------------------------------------------------------
Tyson Foods, Inc., signed a letter of intent to sell the packing,
feedyard and fertilizer assets of Lakeside Farm Industries Ltd.
and its subsidiary Lakeside Packers, to XL Foods Inc., a Canadian-
owned beef processing business.  The C$107 million transaction
includes C$57 million, which will be paid at closing.  The
remaining C$50 million, plus interest, will be paid over a five-
year period following closing.  Tyson would retain the finished
product inventory, accounts receivables and accounts payables of
the Lakeside operations as of the closing date.  The transaction
remains subject to government approvals, the receipt of
commercially reasonable financing by XL and the execution of a
definitive agreement by the parties.  Both companies anticipate
completing the sale by the end of September.

"Lakeside is one of the premier beef processing operations in
Canada and has operated successfully for many years," Richard L.
Bond, president and CEO of Tyson Foods, said.  "However, Lakeside
no longer fits the long-term strategy of our company, as our
current international strategy is focused primarily in Asia,
Mexico and South America."

Lakeside Farm Industries, based in Brooks, Alberta, is a
diversified agribusiness involved in cattle feeding, slaughtering
and processing, as well as retail fertilizer production and
farming.  Lakeside currently employs 2,300 Team Members and
currently has the capacity to slaughter and process 4,700 cattle
per day.  The commodity boxed beef produced by the plant is
primarily sold to customers in Canada and the U.S.

XL Foods plans to continue operating the Lakeside facility after
the sale is completed.

"We believe the Lakeside plant and cattle feeding operation will
complement our other beef operations in Alberta and Saskatchewan,"
Brian Nilsson, co-chief executive officer of XL Foods Inc. and
Nilsson Bros. Inc., said.  "In addition, it will help strengthen
our ability to meet the needs of our North American customer
base."

"We intend to make the transition of ownership as smooth as
possible," said Nilsson. "At the appropriate time, this will
include informational meetings with members of the Lakeside
staff."

                       About XL Foods

XL Foods Inc. is part of the Nilsson Bros. Group, a Canadian
cattle feeding and marketing company.  Nilsson Bros. entered in
the meatpacking business in the late 1990's with the purchase of
Edmonton Meat Packing and XL Foods.  The business currently
includes packing plants in Edmonton and Calgary, Alberta; Moose
Jaw, Saskatchewan; Omaha, Nebraska and Nampa, Idaho.

                       About Tyson Foods

Headquartered in Springdale, Arkansas, Tyson Foods Inc.
(NYSE:TSN) -- http://www.tysonfoods.com/-- is a processor and
marketer of chicken, beef, and pork. The company makes a wide
variety of protein-based and prepared food products at its 123
processing plants.  Tyson has approximately 114,000 Team Members
employed at more than 300 facilities and offices in 26 states
and 80 countries.

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington. The
company also has a beef complex in Canada, and is involved in a
vertically integrated beef operation in Argentina.

                           *     *     *

As reported in the Troubled Company Reporter on April 7, 2008,
Moody's Investors Service confirmed Tyson Foods, Inc.'s
corporate family rating and probability of default rating at
Ba1.  Moody's said the rating outlook remains negative.


USAM INC: Case Summary & 45 Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: USAM, Inc.
             641 Lincoln Wy. W.
             Massillon, OH 44647

Bankruptcy Case No.: 08-62135

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        USEMP, Inc.                                08-62136

        USMKT, Inc.                                08-62137

        United Studios of America Marketing        08-62138
        Association, Inc.

        Nelson Family Enterprises, Inc.            08-62139

Type of Business: The Debtors own and operate photo portrait
                  studios.  See
                  http://www.unitedstudiosofamerica.com

Chapter 11 Petition Date: June 25, 2008

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtors' Counsel: Anthony J. DeGirolamo, Esq.
                  Email: ajdlaw@sbcglobal.net
                  116 Cleveland Ave., N.W., Ste. 625
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713

USAM, Inc's Financial Condition:

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

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

      http://bankrupt.com/misc/

B. A copy of USEMP, Inc's petition is available for free at:

      http://bankrupt.com/misc/

C. A copy of USMKT, Inc's petition is available for free at:

      http://bankrupt.com/misc/

D. A copy of United Studios of America Marketing Association,
   Inc's petition is available for free at:

      http://bankrupt.com/misc/

E. Nelson Family Enterprises, Inc. does not have any creditors who
   are not insiders.


VELOCITY EXPRESS: Has Until December 16 to Cure Min. Bid Violation
------------------------------------------------------------------
Velocity Express Corporation was granted 180 calendar days or
until Dec. 16, 2008, to regain compliance with the minimum bid
requirement which will require that the bid price of the company's
common stock closes at $1.00 per share or more for a minimum of
10 consecutive business days.

On June 19, 2008, the company received notice from the NASDAQ
Stock Market that it is not in compliance with Marketplace Rule
4310(c)(4) regarding the minimum bid requirement for the continued
listing of its common stock on the Nasdaq Capital Market.  The
company's common stock price closed below $1.00 for thirty
consecutive business days.

If the company is unable to demonstrate bid price compliance by
Dec. 16, 2008, but is found to meet all other initial listing
requirements for the NASDAQ Capital Market, it may receive an
additional 180-day compliance period.

If the company does not meet compliance requirements within the
second 180-day period, NASDAQ will notify the company that its
common stock will be delisted.  At that time, the company may
appeal the decision to a NASDAQ Listing Qualifications Panel.

In the meantime, Velocity stock will continue to trade on the same
NASDAQ Capital Market.  Some websites and media that publish stock
prices may add a suffix to the VEXP stock symbol but these
designations have no effect on the trading of the stock.

The company is evaluating and pursuing several options to enable
it to maintain its listing with NASDAQ.  

"We are on track to meet our guidance for positive EBITDA in the
June quarter and we are excited by the growth opportunities we see
in our sales pipeline for retail store replenishment and
healthcare products delivery," Vincent Wasik, Velocity Express
Chairman and CEO, stated.  "Likewise, the successful restructuring
in May of our Senior Secured Notes Due 2010 shows the confidence
of our lenders in the company's future success."

                 About Velocity Express Corporation

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/-- gether  
with its subsidiaries, is engaged in the business of providing
time definite ground package delivery services.  The company
operates in the United States with limited operations in Canada.  
Its customers comprised of multi-location, blue chip customers
with operations in the healthcare, commercial and office products,
financial, transportation and logistics, technology and energy
sectors.

                               Waiver

The company and its subsidiaries failed to achieve the minimum
EBITDA levels contained in its credit agreement for the periods
ended July 28, 2007, Aug. 25, 2007, and Dec. 29, 2007.  Wells
Fargo Foothill Inc., as agent and lender under the credit
agreement granted the company waivers and entered into amended
agreements which provided for (1) revised monthly minimum EBITDA
requirements; (2) minimum levels of driver pay and purchased
transportation measured as percentages of revenue; (3) an increase
in the interest rate; and (4), the requirement to have at all
times between June 1, 2008, and June 30, 2008, at least
$5.0 million of excess availability on the revolving credit
facility.


VERASUN ENERGY: Facility Start-Up Delay Cues S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on ethanol producer VeraSun Energy Corp. on
CreditWatch with negative implications, as well as the 'B+' rating
on the company's $210 million senior secured notes due 2012 and
the 'B-' rating on the $450 million senior unsecured notes due
2017.
     
The action follows the company's announcement that it will delay
the start-up of the Hankinson, North Dakota facility that is
currently in construction and expected to be completed by the end
of June.  The start-up delay is the third announcement by VeraSun
in the past month, as the recent 50% drop in ethanol crush spreads
has reduced gross margins at ethanol plants that have exposure to
corn price increases.  Start-up has also been delayed at the
facilities in Welcome, Minnesota and Hartley, Iowa.  All
facilities under construction are 110 million gallons per year of
nameplate capacity, and construction has proceeded as expected.
     
Midwest flooding has contributed to corn price increases of 30%
over the past month, with the full effects of the flood on crop
production yet to be determined.  Start-up costs include inventory
which--once processed--may not be marketable as spec-grade ethanol
due to normal processing refinements.   Therefore, as inventory
costs rise, so do start-up costs.  In addition, because of its
current strategy for short-term corn positions, VeraSun has
exposure to adverse price movements of durations that outlast the
plants' corn inventories.
     
Among the operational plants from the ASAlliances and US BioEnergy
acquisitions, cash generated from the three ASAlliances facilities
and the five US BioEnergy facilities is currently being swept to
service project-level debt.  With the announced delays in opening
the Welcome and Hartley plants, VeraSun's remaining three
operational plants could face a challenge to generate sufficient
cash flow to meet the company's debt service at current crush
spreads.  Management anticipates the three delayed plants will
begin operations in the third quarter of 2008.

However, if crush spreads remain at current levels for a sustained
period of time, the company will have to draw on some portion of
its $125 million asset-backed revolving facility to help meet its
fixed costs.

In calculating dry mill crush spreads, S&P assume a 2.8 gallon
yield per bushel of corn, and 30% corn cost recovery through co-
product sales.  Natural gas consumption is assumed at 34,000 Btu
per gallon.  Denaturant, utilities, and transportation are
variable costs that are excluded from the calculation.  Using
these conversion assumptions, a four cent per bushel increase in
corn prices can be offset by a one cent per gallon increase in
ethanol.  In other words, the ethanol price ($/gallon) has to
increase only 25% that of the corn price increase ($/bushel) to
preserve the crush spread.
     
However, from May 28 to June 24, CBOT daily average spot prices
for corn moved up $1.615/bushel while ethanol prices moved down
$.1433/gallon.  Though natural gas prices are a minor component of
costs, increases in these prices have also contributed to the
adverse movement.  Based on average daily spot prices for CBOT
corn, CBOT ethanol, and NYMEX natural gas, crush spreads have
declined from roughly $1.13 per gallon to $.655 (42%) over the
period May 28 to June 24.
     
VeraSun had roughly $73.5 million of cash on hand as of first
quarter 2008; in addition, the company has a $125 million
revolving credit facility, of which 100% is currently available.  
By S&P's calculations, this liquidity would be sufficient to
service debt and other fixed costs for VeraSun for one to two
quarters if all facilities were earning negative margins.  S&P
assume VeraSun will not contribute corporate-level support to the
acquired facilities.
     
S&P will resolve the CreditWatch when the effects of the flood on
corn prices can be better determined.
     
"If the delay in the three plants' start-up appears that it will
be extended past the third quarter, or if crush spreads fail to
recover quickly from current levels, we could lower the ratings,"
said Standard & Poor's credit analyst Justin Martin.
     
If market conditions for corn improve or ethanol prices increase
sufficiently to offset the corn run-up, the ratings could be
stabilized.


VERSO TECHNOLOGIES: DietBrown Denies Liability on Entrata Claim
---------------------------------------------------------------
DietBrown Plc., formerly known as Citel, said the estate of
Entrata Communications Corp. should be seeking claims against
Verso Technologies Inc.'s subsidiary, MCK Communications.

DietBrown is the subject of a fraudulent conveyance lawsuit filed
by the trustee of Entrata alleging that MCK's assets had been
fraudulently conveyed to Citel, Thomson Financial reports.  The
Entrata trustee filed the complaint against Verso and Citel in
February 2008.

Thomson Financial relates that Entrata is seeking payment of an
unpaid debt of $750,000 plus interest.

Thomson Financial says Citel purchased assets from Verso and its
subsidiary MCK on Jan. 21, 2005.  Thomson Financial says Entrata
filed suit against MCK, which was acquired by Verso in 2003,
seeking damages following a dispute regarding licensing payments.

Thomson Financial relates that, although the litigation was
resolved through an out of court settlement, the Trustee rescinded
the settlement with Verso after Verso filed for Chapter 11
bankruptcy protection and is now pursuing the action against
DietBrown.

DietBrown, the report adds, said Citel's asset purchase from Verso
did not include the assumption of any liabilities and, as part of
the asset purchase agreement, Verso indemnified Citel in matters
of asset ownership.  DietBrown Interim CEO Jose David, according
to the report, said the company will vigorously defend the action
"as our asset purchase from Verso was an arm's length transaction
and we should not be a party to this matter. Based on that, the
Trustee should seek relief from whom it had an agreement with, MCK
Communications."

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc. --
http://www.verso.com/--  provides telecommunications service   
in the United States.  The company and four of its affiliates
filed for Chapter 11 protection on April 25, 2008 (Bankr. N.D. Ga
Lead Case No.08-67659).  J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtors in their restructuring
efforts.  The Debtors selected Logan and Company Inc. as their
claims agent.  The U.S. Trustee for Region 21 appointed creditos
serve on an Official Committee of Unsecured Creditors.  Darryl S.
Laddin, Esq., at Arnall Golden Gregory LLP, represents the
Committee in these cases.  When the Debtors filed for protection
against their creditors, they listed total assets of $34,263,000
and total debts of $36,657,000.


VERSO TECHNOLOGIES: U.S. Trustee Forms Five-Member Committee
------------------------------------------------------------
The United States Trustee for Region 21 appointed five creditors
to the Official Committee of Unsecured Creditors to serve in the
chapter 11 case of Verso Technologies Inc.  The members of the
Committee are:

   1. Iroquis Master Fund, Ltd.
      ATTN: Mitchell R. Kulick, General Counsel
      641 Lexington Ave., 26th Floor
      New York, NY 10022
      Tel: 212.920.8172
      Fax: 212.207.3452
      E-mail: mkulick@icfund.com

   2. Cranshire Capital, L.P.
      ATTN: Mitchell P. Kopin, President
      3100 Dundee Road, Suite 703
      Northbrook, IL 60082
      Tel: 847.562.9030
      Fax: 847.562.9030
      E-mail: mkopin@cranshirecapital.com

   3. CM Solutions, Inc.
      ATTN: Jack O\u2019Rear
      P.O. Box 670
      Cornith, MS 38835
      Tel: 256.259.6500
      Fax: 256.259.1091
      E-mail: jorear@scottsboro.org

   4. Breconridge MFG. Solutions
      ATTN: Andy Millen, Director
            Enterprise Risk Management
      500 Palladium Drive
      Ottawa, Canada
      K2V IC2
      Tel: 613.886.6008
      Fax: 613.886.6943
      E-mail: andy_millen@breconridge.com

   5. Falcon Capital Investors, L.P.
      ATTN: Joseph Merres, Managing Member
      17111 Graves Court
      Cornelius, NC 28031
      Tel: 704.892.2537
      Fax: 704.892.2538
      E-mail: joej@alexandertrading.com

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

                    About 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 Debtors proposed to hire John L. Palmer at
NachmanHaysBrownstein Inc. as their chief administration officer.  
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: Panel May Engage Arnall Golden as Co-Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
permitted the Official Committee of Unsecured Creditors of Verso
Technologies Inc. to engage Arnall Golden Gregory LLP as co-
counsel to the Committee.

The Committee also obtained approval from the Court to engage
Olshan Grundman Frome Rosenzweig & Wolosky LLP as its co-counsel.  
The Committee related that the two firms will use their best
efforts to avoid duplicating the services they provide to the
Committee.

The firm will, among others, advise the Committee with respect to
its rights, powers and duties in the cases and represent the
Committee at all hearings and other proceedings, and perform other
legal services as may be required.

The firm's standard hourly billing rates for its attorneys is $210
to $660 for attorneys and $120 to $235 for paralegals.

The firm can be reached at:

   Darryl S. Laddin, Esq.
   Partner
   Arnall Golden Gregory LLP
   171 17th Street, Northwest, Suite 2100
   Atlanta, GA 30363
   http://www.agg.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 Debtors proposed to hire John L. Palmer at
NachmanHaysBrownstein Inc. as their chief administration officer.  
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: Panel May Engage Olshan Grundman as Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
permitted the Official Committee of Unsecured Creditors of Verso
Technologies Inc. to engage Olshan Grundman Frome Rosenzweig &
Wolosky LLP as co-counsel to the Committee.

The Committee also obtained approval from the Court to engage
Arnall Golden Gregory LLP as its co-counsel.  The Committee
related that the two firms will use their best efforts to avoid
duplicating the services they provide to the Committee.

The firm will, among others, advise the Committee with respect to
its rights, powers and duties in the cases and represent the
Committee at all hearings and other proceedings, and perform other
legal services as may be required.

Olshan's current standard hourly rates are $420 to $690 for
partners, $270 to $390 for associates, and $140 to $280 for
paraprofessionals.

The firm can be reached at:

   Michael S. Fox, Esq.
   Olshan Grundman Frome Rosenzweig & Wolosky LLP
   Park Avenue Tower, 65 East 55th Street
   New York, NY 10022
   Tel: (212) 451-2300
   Fax: (212) 451-2222
   http://www.olshanlaw.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 Debtors proposed to hire John L. Palmer at
NachmanHaysBrownstein Inc. as their chief administration officer.  
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.


VU1 CORPORATION: Posts $2,094,975 Net Loss in 2008 First Quarter
-------------------------------------------------------------
Telegen Corp., renamed Vu1 Corporation on May 22, 2008, reported a
net loss of $2,094,975 for the first quarter ended March 31, 2008,
compared with a net loss of $168,035 in the same period last year.

The company had no revenues for the three months ended March 31,
2008, and 2007.

Research and development expenses increased approximately
$1,475,000 to $1,556,000 for the three months ended March 31,
2008, compared to $81,000 for the three months ended March 31,
2007.

General and administrative expenses increased by approximately
$397,000 to $486,000 for the three months ended March 31, 2008,
compared to $89,000 for the three months ended March 31, 2007.

At March 31, 2008, the company's consolidated balance sheet showed
$1,985,837 in total assets, $744,238 in total liabilities, and
$1,241,599 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2ec2

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Peterson Sullivan PLLC expressed substantial doubt about Telegen
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 auditor stated that the company incurred a net loss of
$3,108,380, and it had negative cash flows from operations of
$1,675,723 in 2007.  In addition, the company had an accumulated
deficit of $48,530,613 at Dec. 31, 2007.

                      About Vu1 Corporation

Vu1 Corporation (OTC BB: VUOC) is focused on developing,
manufacturing and selling a line of mercury free, energy efficient
light bulbs.  The company, formerly known as Telegen Corporation,
was founded in 1990 and is based in San Mateo, California.


WADSWORTH CDO: Moody's Junks Rating of $72.5MM Floating Rate Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
classes of notes issued by Wadsworth CDO, Ltd., and left on review
for possible further downgrade the ratings of two of these classes
of notes:

Class description: $800,000,000 Class A-1A Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class description: $256,000,000 Class A-1B Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class description: $72,500,000 Class A-2 Senior Secured Floating
Rate Notes due 2046

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

Wadsworth CDO, Ltd., is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
March 6, 2008, as reported by the Trustee, the transaction
experienced an event of default caused by a failure of the Class
AB Overcollateralization Ratio to be greater than or equal to the
required amount set forth in Section 5.1(g) of the Indenture dated
Sept. 28, 2006.  That event of default is continuing.

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

In this regard, the Trustee has notified Moody's that the Trustee
received notice from the Controlling Party declaring the principal
of all of the Secured Notes to be immediately due and payable and
terminating the Reinvestment Period.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

The severity of losses may depend on the timing and choice of any
further remedy to be pursued following the default event.  Because
of this uncertainty, the ratings of Class A-1A and Class A-1B
Notes issued by Wadsworth CDO, Ltd., are on review for possible
further action.


WELLMAN INC: Amends Credit Agreement to Pursue Chapter 11 Plan
--------------------------------------------------------------
In a bid to pursue a plan of reorganization, Wellman, Inc. and its
debtor-affiliates, amended its Credit Agreement dated Feb. 26,
2008, requiring the company to follow this timetable to complete
its reorganization plan:

     June 25        File a plan of reorganization, disclosure
                    statement and a commitment of at least
                    $70,000,000, to backstop a rights offering
                    acceptable to the DIP lenders
      
     July 14        Obtain an indicative commitment for exit
                    financing
           
     July 30        Obtain a fully underwritten commitment for
                    exit financing

     August 4       Obtain court approval of the disclosure
                    statement

     September 15   Obtain an order confirming the plan of
                    reorganization

     September 25   Complete the plan of reorganization and
                    exit bankruptcy

In a press release dated June 18, 2008, Wellman said it has
reached an understanding with the two largest holders of its
second-lien debt to backstop an $80,000,000 rights offering.  The
commitment is expected to be finalized before June 25, 2008.

"We look forward to working with the backstop parties and our
other stakeholders to complete the plan of reorganization and
emerge from bankruptcy with a strong financial position," Mark
Ruday, chief executive officer of Wellman said.  "This will allow
us to capture more profitable growth opportunities in PET resins
as well as in our other businesses."

Mr. Ruday said Wellman has made significant progress on the
other elements of the plan of reorganization, however, there is
no assurance if the plan is going to be completed.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and      
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

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


WELLMAN INC: Court Extends Exclusivity Deadline Until July 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Wellman Inc. and its debtor-affiliates until July 31, 2008,
to file their Chapter 11 plan, and until Sept. 30, 2008, to
solicit acceptances of the plan.  

As disclosed in the Troubled Company Reporter on June 12, 2008,
the Debtors wanted an extension of the exclusive right to propose
their plan stretched out to Sept. 30, 2008.

However, Bank of New York, acting as administrative agent for the
First Lien Term Loan Credit Agreement, urged the Court not to
extend the exclusive period beyond July, saying that it would
"prevent parties-in-interest from filing a confirmable plan even
after an event of default under the Credit Agreement has
occurred."

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
said the proposed extension will give the Debtors more time to
continue negotiating with their stakeholders to determine whether
they would pursue a potential sale of their assets or a
restructuring plan.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and      
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

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


WELLMAN INC: Court Establishes July 29 as Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
fixed (i) July 29, 2008, as the deadline for creditors
to file their prepetition claims; and (ii) August 21, 2008, as
the last day for governmental units to file their prepetition
claims.

In connection with the rejection of the Debtors' executory
contracts and unexpired leases, the Court established the later
of (i) July 29, 2008; (ii) the date provided in the order
authorizing the rejection of contract or lease; or (iii) if no
such date is provided, 30 days after issuance of the order or
notice of rejection, for creditors to file their proofs of claim.

In case the Debtors amend their schedules of liabilities, the
creditors have 30 days after receiving a notice to file their
claims in connection with the amendment.

As disclosed on June 13, 2008, Jonathan Henes, Esq., at Kirkland &
Ellis LLP, in New York, said the purpose of the Bar Dates is to
allow the Debtors and creditors to expeditiously evaluate the
liabilities of the estate, and to ensure that the interests of the
creditors are protected.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and      
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

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


WEST MICHIGAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: West Michigan Flocking & Assembly, LLC
        aka West Michigan Flocking
        200 Lovejoy Avenue
        South Haven, Michigan 49090

Bankruptcy Case No.: 08-05539

Type of Business: The Debtor provide automotive services.
                  See: http://www.wmflocking.com/

Chapter 11 Petition Date: June 25, 2008

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtors' Counsel: Martin L. Rogalski, Esq.
                   (court@mrogalski.com)
                  Martin L. Rogalski PC
                  1881 Georgetown Center
                  Jenison, Michigan 49428
                  Tel: (616) 457-4410
                  http://www.mrogalski.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

         http://bankrupt.com/misc/michwb08-05539.pdf


WESTMORELAND COAL: Inks New Labor Pact with Montana Mine Workers
----------------------------------------------------------------
A new collective bargaining agreement has been reached with the
Westmoreland Coal Company's represented employees at Westmoreland
Resources Inc.'s Absaloka Mine in Montana.  The new agreement with
the International Union of Operating Engineers Local 400 is
effective June 1, 2008, and will expire May 31, 2011.  The
represented employees had rejected a previously proposed agreement
and imposed a work stoppage on June 7, 2008.  The mine resumed
full operation under the new agreement on June 17, 2008.

"We have remained committed to providing fair wages and benefits
to our employees and are pleased to have resolved issues and
obtained approval of the new labor agreement by our workforce at
Absaloka," D.L. Lobb, President and Chief Executive Officer of
Westmoreland Coal Company, said.  "This is directly attributable
to the open communications among all of the parties involved and
the assistance of a federal mediator who helped bring focus and
closure to the issues.  We are especially proud that our employees
conducted themselves in an orderly, professional and courteous
manner throughout the duration of the work stoppage.  We also
appreciate the cooperation we received from the mine's customers.  
We look forward to resuming operations at the mine tomorrow and
continuing to meet the needs of our customers."

Based in Colorado Springs, Colorado, Westmoreland Coal Company
(AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest  
independent coal company in the United States.  The company
mines coal, which is used to produce electric power, and the
company owns power-generating plants.  The company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its current power operations include ownership and
operation of the two-unit ROVA coal-fired power plant in North
Carolina.

At March 31, 2008, the company's consolidated balance sheet showed
$783.2 million in total assets and $961.0 million in total
liabilities, resulting in a $177.8 million total stockholders'
deficit.


* S&P Cuts Ratngs on 77 Classes from 19 Synthetic CDO Deals
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 77
classes from 19 synthetic collateralized debt obligation
transactions and removed them from CreditWatch negative.  The
classes have an aggregate notional amount of approximately
$1.45 billion.
     
The transactions with lowered ratings are primarily collateralized
by commercial mortgage-backed securities that have ratings of
'BBB+' or lower.  The lowered ratings follow a reassessment of the
recovery rates assigned to these CMBS securities.  S&P reassessed
its rating assumptions for CMBS resecuritizations following its
observations of the collateral losses sustained by several of the
rated transactions, which have been worse than S&P initially
expected.  Standard & Poor's revised assumptions are detailed in
"Criteria: Recovery Rates For CMBS Collateral In Resecuritization
Transactions," published May 28, 2008.
     
Standard & Poor's reviewed the synthetic CDO ratings placed on
CreditWatch negative and lowered the ratings to where the
synthetic rated overcollateralization ratios were above 100%.


       Ratings Lowered and Removed from Creditwatch Negative

                        ABACUS 2006-13 Ltd.

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       B                        AA                  AA+/Watch Neg
       C                        AA-                 AA/Watch Neg
       D                        A+                  AA-/Watch Neg
       E                        A                   A+/Watch Neg
       F                        A-                  A/Watch Neg
       G                        BBB+                A-/Watch Neg
       H                        BBB                 BBB+/Watch Neg
       J                        BBB-                BBB/Watch Neg

                        ABACUS 2006-17 Ltd.

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       A-2                      AA+                 AAA/Watch Neg
       B                        AA                  AA+/Watch Neg
       C                        AA-                 AA/Watch Neg
       D                        A+                  AA-/Watch Neg
       E                        A-                  A+/Watch Neg
       F                        BBB+                A/Watch Neg
       G                        BBB+                A-/Watch Neg
       H                        BBB-                BBB+/Watch Neg
       J                        BBB-                BBB/Watch Neg
       K                        BB+                 BBB-/Watch Neg
       L                        BB                  BB+/Watch Neg
       M                        BB-                 BB/Watch Neg

                        ABACUS 2007-18 Ltd.

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       A-3                      AA+                 AAA/Watch Neg

                Calculus SCRE Trust Series 2006-11

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       Trust Unit               A                   A+/Watch Neg

                      Magnolia Finance II PLC
                            Series 2007-2

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       D                        BB                  BBB-/Watch Neg

                      Magnolia Finance II PLC
                           Series 2007-2A

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       A                        AA+                 AAA/Watch Neg

                      Magnolia Finance II PLC
                            Series 2007-5

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       2007-5                   AA+                 AAA/Watch Neg

                       Seawall 2006-4 Ltd.

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       A                        AA+                 AAA/Watch Neg
       B                        A+                  AA-/Watch Neg
       C                        BBB+                A/Watch Neg
       D-1                      BBB-                BBB/Watch Neg
       E-1                      BB                  BB+/Watch Neg

                        Seawall 2006-4a Ltd.

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       D-1                      BBB-                BBB/Watch Neg
       E-1                      BB                  BB+/Watch Neg

                       Seawall 2007-1 Ltd.

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       A                        AA+                 AAA/Watch Neg
       B                        AA-                 AA/Watch Neg
       C-1                      A-                  A+/Watch Neg
       C-2                      BBB+                A-/Watch Neg
       D-2                      BB                  BBB-/Watch Neg
       E-1                      BB-                 BB/Watch Neg

                             SPGS SPC
                     Series MSC 2006-SRR1-A2

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
        A2                      AA                  AAA/Watch Neg
        A2-S                    AA                  AA+/Watch Neg

                            SPGS SPC
                      Series MSC 2006-SRR1-B

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       B                        A+                  AA/Watch Neg
       B-S                      A+                  AA-/Watch Neg

                            SPGS SPC
                     Series MSC 2006-SRR1-C

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

                             SPGS SPC
                       Series MSC 2006-SRR1-D

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       D                        BBB                 BBB+/Watch Neg

                              SPGS SPC
                       Series MSC 2006-SRR1-E

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       E                        BBB-                BBB/Watch Neg

                             SPGS SPC
                       Series MSC 2006-SRR1-F

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       F                        BB+                 BBB-/Watch Neg

                             SPGS SPC
                        Series MSC2007-SRR3

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       L                        BB+                 BBB-/Watch Neg
       M                        BB                  BB+/Watch Neg
       N                        BB-                 BB/Watch Neg
       O                        B+                  BB-/Watch Neg
       P                        B                   B+/Watch Neg

                              SPGS SPC
                         Series MSC 2007-SRR4

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       D                        A-                  A/Watch Neg
       E                        BBB+                A-/Watch Neg
       F                        BBB                 BBB+/Watch Neg
       G                        BBB-                BBB/Watch Neg
       H                        BB+                 BBB-/Watch Neg
       J                        BB                  BB+/Watch Neg
       K                        BB-                 BB/Watch Neg
       L                        B+                  BB-/Watch Neg
       M                        B                   B+/Watch Neg
       N                        B-                  B/Watch Neg

   SPGS SPC, acting for the account of MSC 2006-SRR2 Segregated
                              Portfolio

                                        Rating
                                        ------
       Class                    To                  From
       -----                    --                  ----
       B                        AA                  AA+/Watch Neg
       C                        AA-                 AA/Watch Neg
       D                        A+                  AA-/Watch Neg
       E                        A                   A+/Watch Neg
       F                        A-                  A/Watch Neg
       G                        BBB+                A-/Watch Neg
       H                        BBB-                BBB+/Watch Neg
       J                        BBB-                BBB/Watch Neg
       K                        BB+                 BBB-/Watch Neg
       L                        BB                  BB+/Watch Neg
       M                        B+                  BB/Watch Neg
       N                        B+                  BB-/Watch Neg
       O                        B                   B+/Watch Neg
       P                        B-                  B/Watch Neg
       Q                        CCC-                B-/Watch Neg


* S&P Says Rating Changes in High-Tech Sector Remains Positive
--------------------------------------------------------------
Rating changes in the global high-technology sector during 2008
remain positive, despite the slowing economy and difficult credit
market conditions, according to a report published by Standard &
Poor's Ratings Services.
     
"Given our expectations for continued moderate sector growth in
2008, we now expect the positive credit trends of 2007 to continue
this year," said Standard & Poor's credit analyst William
Wetreich.
     
Additionally, given credit market conditions, leveraged buyouts
and dividend recaps are unlikely to have a negative impact on
technology ratings, as they did in 2006 and 2007.  Instead, S&P
expect covenant issues to be the key negative factor for sector
credit quality.
     
"Year-to-date rating changes are 1.8 to 1 favoring upgrades,
compared with 1.3 to 1 for all of 2007," according to the report,
titled "Industry Report Card: Positive Global High-Technology
Credit Trends Are Bucking The Weak Economic Environment."  By
year-end, the trend likely will be somewhat less favorable, given
our current outlook distribution, with negatives at twice the
number of positives.
     
S&P expect the relatively stable operating environment in the
sector to continue, as should the mid-single-digit industry growth
of the past few years.  This growth rate is subject to downward
revision if information technology purchasers get more cautious in
their spending because of the slowing economy.  On the positive
side, U.S. technology companies with global exposure have
benefited from the weak U.S. dollar and high growth in emerging
markets.


* SEC Chair Proposes Reduced Reliance on Credit Ratings
-------------------------------------------------------
The U.S. Securities and Exchange Commission chairman, Christopher
Cox, issued a statement proposing to increase investor protection
by reducing reliance on credit ratings on June 25, 2008.

The statement is a continuation of the SEC's consideration of
several rules that would reform the regulation of credit rating
agencies.  The SEC has divided consideration of these several
rules into three parts.  On June 11, the Commission proposed the
first two parts.

Related speech by SEC Chairman, Christopher Cox, at an open
meeting on rules for credit rating agencies on June 11, 2008, is
available for free at:

       http://www.sec.gov/news/speech/2008/spch061108cc.htm

The entire package of reforms is born of the subprime mortgage
crisis, and the resulting credit crunch, Mr. Cox said.  "These
events of recent months have had a profound effect on our economy
and our markets, and they have galvanized regulators and
policymakers not only in this country but around the world to re-
examine every aspect of the regulatory framework governing credit
rating agencies."

The first portion of the package of reforms contained a number of
provisions addressed to conflicts of interest in the credit
ratings industry.  The proposed rules also include requirements
for new disclosures designed to increase the transparency and
accountability of credit ratings agencies.

The second portion would require credit rating agencies to
differentiate the ratings they issue on structured products from
those they issue on bonds.  This will be done either through the
use of different symbols, such as attaching an identifier to the
rating, or by issuing a report disclosing the differences between
ratings of structured products and other securities.  "This rule,
if adopted, would help ensure that investors appreciate the
different risk characteristics of structured products and the fact
that structured product ratings rely on qualitatively different
kinds of information and ratings methodologies than do ratings for
bonds," Mr. Cox said.

The third part of the rule-making is focused on the way the
Commission's own rules refer to and rely upon credit ratings.  

"For some time before the recent sub-prime crisis, we had been re-
evaluating the basis for the SEC's use of ratings as a surrogate
for compliance with various regulatory conditions and
requirements.  The recent market turmoil, and the role that credit
ratings played in it, has only further motivated our consideration
of reform in this area," Mr. Cox asserted.

Mr. Cox listed points of consideration:

   -- the SEC's own rules don't distinguish between ratings for
      corporate bonds and ratings for structured finance products.
      As a result, the SEC's own regulatory regime might be
      vulnerable to criticism on the same grounds as the ratings
      agencies' use of common symbology: namely, that it doesn't
      properly reflect the different risk characteristics of
      structured products, and the different kinds of information
      and ratings methodologies that go into ratings for
      structured products.

   -- several of SEC regulations implicitly assume that
      securities with high credit ratings are liquid and have
      lower price volatility.  But since structured finance
      products can be very different from other rated instruments
      in these respects, there is good reason for the Commission
      to examine the precise way that credit ratings are used in
      its rules as a surrogate for measurements of liquidity and
      volatility.

   -- several observers, including the Financial Stability Forum,
      have leveled the criticism that the official recognition of
      credit ratings for a variety of securities regulatory
      purposes may have played a role in encouraging investors'
      over-reliance on ratings.

"To the extent that the marketplace views the SEC's references to
credit ratings in our rules as giving those ratings an implied
official seal of approval, they have argued, the SEC rules may be
contributing to an uncritical reliance on credit ratings as a
substitute for independent evaluation.  Of course, it should go
without saying that it should be neither the purpose nor the
effect of any SEC rule to discourage investors from paying close
attention to what credit ratings actually mean."

According to Mr. Cox, the recommendations are designed to ensure
the the role of ratings in the Commission rules is consistent with
the objective of having investors make an independent judgment of
the risks associated with a particular security.

                     Findings of Evaluations

The Division of Trading and Markets, the Division of Corporation
Finance, and the Division of Investment Management all have
conducted thorough evaluations of the way credit ratings are used
in the rules and forms within their areas of expertise.  The
findings of the evaluations include:

   -- in some rules and forms, the reference to credit ratings
      isn't really necessary at all.  In those cases, the
      proposed new rules would simply eliminate the reference;

   -- there is value in the use of a credit rating, but that the
      current way ratings are incorporated in the particular rule
      or form should be changed.  In these cases the proposed
      rules would clearly state the regulatory purpose we are
      seeking to achieve, and then permit reliance on a credit
      rating as one way to achieve that purpose; and

   -- in just a few cases, the staff has concluded that the
      reference to a credit rating continues to be appropriate
      exactly as it is.  In these cases, because there is no
      hazard of inducing undue reliance on the ratings by
      investors, the Commission recommends to leave the rules
      as they are.

              Recommended Changes in Rules and Forms

Mr. Cox said that three Divisions have examined the references to
credit ratings in 44 of SEC rules and forms.  The staff is
recommending changes to 38 of them, specifically:

   -- complete elimination of any reference to credit ratings in
      11 rules and forms;

   -- substitution of a standard based on a more clearly stated
      regulatory purpose or other concept in 27 rules and forms;

   -- leaving the reference unchanged in 6 rules and forms.

A full-text copy of SEC chairman Christopher Cox's proposal is
available for free at:

    http://www.sec.gov/news/speech/2008/spch062508cc_credit.htm

Related speech by SEC Commissioner, Paul S. Atkins, at an open
meeting to consider proposed rules under the Rating Agency Act
on June 11, 2008, is available for free at:

      http://www.sec.gov/news/speech/2008/spch061108psa.htm


* Experts Say Corporate Debt Default Rates Rises Above 10% in 2009
------------------------------------------------------------------
Turnaround experts predict corporate debt default rates will rise
above 10% in 2009 as the credit crunch continues to hobble
companies that soaked up easy credit.
    
"The credit crisis prompted and exacerbated by the subprime
mortgage crisis will prove a day of reckoning for overleveraged
companies and companies operating on the margin," Arthur Perkins,
president of the Turnaround Management Association and co-head of
the West Region Reorganization Services practice for Deloitte
Financial Advisory Services LLP, said.
    
Nearly 70% of respondents to TMA's annual Trend Watch credit poll
anticipate a surge of defaults over the next three years.  Half
pinpointed 2009 as the critical year, while 8% thought it might
happen sooner.  Another 8% targeted 2010.
    
"Default rates on high yield corporate bonds have spiked in double
digits in previous recessions, climbing to 10.3% in 1991 and 12.8%
in 2002," James Shein, the Kellogg School of Management professor
who chairs the TMA Trend Watch Committee, said.  "Even though the
$1 trillion market is defaulting at about a 2% rate, the majority
of respondents believe defaults will again spike to over 10%, most
probably next year."
    
Nearly all (94%) said credit is tighter this year than a year ago
when only about one out of four respondents noted tighter credit.
This year 80% said traditional lenders are less active and their
loans have more restrictive covenants and conditions to be met
than in the past.
    
With less financing available and Bankruptcy Code constraints, TMA
leaders note a trend toward more prepackaged bankruptcies, Section
363 sales and liquidations.
    
Although four out of five respondents to both the 2007 and 2008
poll see hedge funds and private equity as part of a basic
institutional shift in the economy's structure, the majority saw
less funding for distressed companies from those sources and noted
a jump in asset based lending in 2008.
    
The Turnaround Management Association -- http://www.turnaround.org
-- with 8,100 members in 43 chapters worldwide, is the only
international nonprofit dedicated to corporate renewal.


* Oil-Price Woes in Airline Industry to Impact U.S. Economy
-----------------------------------------------------------
The skyrocketing price of aviation fuel will have devastating
implications far beyond new surcharges for checked bags and in-
flight beverage services according to a new study prepared by the
Business Travel Coalition.  Not only are U.S. airlines and their
passengers facing their darkest future, but fast-approaching
airline liquidations will cripple the U.S. economy that depends on
affordable, frequent intercity air transportation.

Massive job losses, supply chain disruption, declining business
activity, shrinking tax revenues, weakened American
competitiveness, devastated communities, and reduced tourism are
just some of the predictable results from airline liquidations
that could happen as early as the second half of 2008 as a direct
result of unsustainable fuel prices.

The paper, "Beyond the Airlines' $2 Can of Coke: Catastrophic
Impact on the U.S. Economy from Oil-price Trauma in the Airline
Industry," expands on the analysis released on June 13, 2008 by
AirlineForecasts, LLC and BTC and points to the real news about
the airlines' fuel problems: how multiple liquidations at legacy
U.S. airlines -- now a serious possibility -- would have a wide-
ranging impact on many facets of the U.S. economy.  The report was
presented and discussed during a U.S. House Small Business
Committee hearing scheduled by Chairwoman Nydia M. Velazquez (D-
NY) for Thursday, June 26.

"The airline industry stimulates so much economic activity -- much
more than many people currently understand," said BTC Chairman
Kevin Mitchell.  "Airline networks are an integral part of the
transport grid that supports the U.S. economy, and without
immediate action to bring down fuel costs, we face the economic
equivalent of a major blackout later this year or early next.  
Unlike in a blackout, however, the cabin lights may never come
back on for many U.S. airlines."

"The runaway price of oil is seriously hurting working families at
every level, and as the airline fuel crisis intensifies, the risk
of major job losses in all travel and tourism sectors and in other
airline-dependent industries increases as well," stated Jean
McDonnell Covelli, BTC member and President of The Travel Team,
Inc., a wholly owned subsidiary of Rich Products Corporation.  "As
a matter of highest priority, elected officials must focus on
devising an energy policy that will keep Americans productively
traveling and working."

According to the paper, "Airlines move people, but also high-
value, time-sensitive or perishable cargo. Failure of one large
airline would disrupt the travel of 200,000 to 300,000 passengers
per day and thousands of tons of goods.  The almost-full planes of
remaining airlines would not be able to absorb much of these
volumes.  Failure of multiple airlines would paralyze the country
and our American way of life, leaving us less productive, more
isolated, less happy and more vulnerable."

The paper points to nine specific impacts of a collapse of the
industry:

   * Direct Employment. Between 30,000 and 75,000 would lose work
     immediately with just one airline failure, with payroll
     losses of $2.3 billion to $6.7 billion.

   * Indirect Community Impact. Losses would ripple throughout
     communities given that each airline job creates large
     numbers of indirect local jobs, and other economic activity.

   * Reduced Purchases from Suppliers. Airline purchases would
     cease at any failed carrier impacting companies that rely
     on airlines to keep their businesses afloat as well as
     public entities such as airports.

   * Impact on Tourism. The world's largest industry would be
     devastated in the U.S., with locally severe effects in
     places like South Florida, Hawaii, Las Vegas or Colorado,
     depending on which airline(s) fail.

   * Effects on Logistics and Supply-Chain Management.
     Restaurants, pharmaceutical companies, manufacturers
     relying on just-in-time parts, florists, grocers and the
     fashion industry would be among those injured.

   * Decline in Business Activity. Business travel -- really the
     flow of human capital, which precedes or facilitates other
     flows -- would be severely disrupted, with acute disruption
     in airline hubs and major cities.

   * Declining Tax Revenues. Loss of income taxes paid by
     employees, coupled with the loss of excise, use and other
     airline-paid taxes would be bad news for governments already
     struggling with declining revenues.

   * Increasing Government Outlays. Impacted individuals would
     immediately place demands on governments in the form of
     unemployment compensation, retraining and the demand for
     other resources.

   * Weakened US Competitiveness. America competes with other
     countries for tourists, and with reduced air lift to the
     U.S., travelers would be less likely to visit the U.S.
     and more likely to use non-U.S. carriers.

A full-text copy of the study is available at no charge at:

               http://ResearchArchives.com/t/s?2eb5

                            About BTC

Founded in 1994, the mission of Business Travel Coalition is to
bring transparency to industry and government policies and
practices so that customers can influence issues of strategic
importance to them.


* Troutman Sanders To Combine with Ross Dixon by January 2009
-------------------------------------------------------------
The law firms of Troutman Sanders LLP and Ross, Dixon & Bell, LLP
will merge, creating a 750-attorney firm with national and
international reach and unparalleled depth.

The merger, approved by the partnerships at both firms and
effective Jan. 1, 2009, combines Troutman Sanders' multi-faceted
corporate, finance, litigation, real estate and public policy
practices with Ross, Dixon & Bell's exceptional insurance,
professional liability and commercial litigation practices, among
other synergies.  The merger also joins two law firms with
established reputations for excellence and attorneys who share a
common culture and vision.

The merged firm will be named Troutman Sanders LLP and will remain
headquartered in Atlanta.  It will have about 1,700 employees.

When the merger is completed, Troutman Sanders will for the first
time operate offices on the West Coast and in Chicago.  At the
same time, Ross, Dixon & Bell attorneys and clients will gain
access to Troutman Sanders' established presence in Atlanta, New
York, Raleigh, Virginia, London and Asia.

The merger will also double the size of Troutman Sanders' presence
in Washington, D.C., which is the current headquarters of Ross,
Dixon & Bell.  The combined firm will have more than 100 attorneys
in the nation's capital.

"The merger of these two great law firms continues Troutman
Sanders' strategy of expanding into new markets where we are
needed by existing clients and see the potential for considerable
future growth," said Robert W. Webb Jr., who has been Troutman
Sanders' managing partner since 1993 and will remain chairman and
managing partner of the merged firm.  "This deal is good not only
for our two firms but also for our clients, who will benefit from
greater depth, value and enhanced resources."

David Gische, Ross, Dixon & Bell's managing partner, and Mike
Whitton of the San Diego office will join Troutman Sanders'
executive committee.  The combined Washington, D.C., offices of
Ross, Dixon & Bell and Troutman Sanders will be led by Kevin C.
Fitzgerald, currently managing partner of Troutman Sanders'
Washington office.

"Over the years, we've been approached by a number of national and
international firms.  The merger with Troutman Sanders is an
outstanding opportunity that allows us to provide our clients with
greater depth in a wide variety of practice areas and
significantly expands our geographic presence," said Mr. Gische.

"We see tremendous opportunities for growth in our core insurance
and commercial litigation practices and the potential for rapid
expansion of our existing transactional work by combining with
Troutman Sanders' strengths in those areas."

                     About Ross, Dixon & Bell

Ross, Dixon & Bell LLP -- http://www.rdblaw.com/-- started in  
1983 when seven lawyers from a major Washington law firm decided
to launch their own practice.  The firm developed a national
reputation for its work in directors and officers liability, led
by partners Stu Ross and Gary Dixon, and quickly grew into a
highly respected, broad-based civil litigation practice.

A decade later, the firm opened a second office in Orange County,
Calif., then merged with the San Diego firm Miller, Boyko & Bell
in 1999, adding partner Roy Bell, long recognized as a top
litigator and commercial lawyer on the West Coast.  In 2000, Ross,
Dixon & Bell expanded to Chicago.

Ross, Dixon & Bell is ranked as a leading law firm in insurance
nationally as well as in California, Washington, D.C., and
Illinois.  The firm also has been named for delivering superior
client service on the BTI "Client Service A-Team 2008."

                      About Troutman Sanders

Troutman Sanders LLP -- http://www.troutmansanders.com/-- was  
founded in 1897 and has grown dramatically in the past 15 years,
opening offices in New York, Washington, D.C., London, Hong Kong
and Shanghai, as well as merging with the four offices of Virginia
firm Mays & Valentine in 2000.

With the merger of 650-lawyer Troutman Sanders and 100-lawyer
Ross, Dixon & Bell, the firm will operate offices in 15 cities and
on three continents.  Already, Troutman Sanders is ranked 75th on
the AmLaw100 list of the nation's largest law firms with
$349 million in revenue in 2007 – which was record revenue for the
firm and represented a 14 percent increase over the previous year.

Troutman Sanders provides advice and counsel in over 40 legal
practice areas, more than a dozen of which received No. 1 rankings
in Chambers and Partners' 2008 edition of Chambers USA.  Among
those garnering a top ranking was the firm's internationally
recognized energy practice, which has captured the highest ranking
among U.S. law firms for service to the utility industry,
according to a BTI survey of national clients.


* Bankruptcy Bar Names Greenberg's Paul Keenan Jr. as President
----------------------------------------------------------------
Greenberg Traurig lawyer Paul J. Keenan Jr. has been elected as
president-elect of the Bankruptcy Bar Association for the Southern
District of Florida.

His term as president will run from 2009 to 2010.  Mr. Keenan is
an associate in the business reorganization and bankruptcy
practice in the firm's Miami office, where he represents banks and
other lending institutions, debtors, creditors and asset
purchasers in out-of-court restructurings, loan workouts and
bankruptcy cases.
   
The Bankruptcy Bar Association for the Southern District of
Florida, a voluntary bar association, includes practicing lawyers
and bankruptcy court judges and serves as a source of information
for bankruptcy law practitioners and the public through continuing
education legal classes and pro bono work.

The association conducts an outreach program aimed at teaching
middle school, high school and college students about financial
literacy.  The association also matches proposed pro bono clients
in the South Florida area with qualified lawyers, and provides
speakers at bankruptcy clinic programs at local university law
schools.
   
"We are delighted that [Mr. Keenan's] years of service to the
Association have culminated in his election as its president-
elect, and know that he will do a fine job as president," said
Mark Bloom, co-chair of the firm's business reorganization and
bankruptcy practice and co-managing shareholder of the Miami
office.  

In attaining this position, Mr. Keenan joins Bloom and shareholder
John Hutton as Greenberg Traurig lawyers who have served as
president of the association.
   
Mr. Keenan is also the chair of the Latin America Committee of
INSOL International, well as on the Membership Committee, a
worldwide federation of 40 member associations with more than
9,700 participating lawyers, accountants, financial institutions,
and other professionals engaged in cross-border insolvencies
around the world.
   
Greenberg Traurig's business reorganization and bankruptcy
practice brings together more than 70 lawyers located across the
United States.  

                     About Greenberg Traurig

Headquartered in Miami, Florida, Greenberg Traurig LLP --
http://www.gtlaw.com/-- is an international, full-service law  
firm with more than 1,750 lawyers and governmental affairs
professionals in the United States, Europe and Asia.   
The firm was selected as the 2007 USA Law Firm of the Year by
Chambers and Partners.

Greenberg Traurig serves clients from offices in: Albany, New
York; Amsterdam, The Netherlands; Atlanta, Georgia; Boca Raton,
Florida; Boston, Massachusetts; Chicago, Illinois; Dallas, Texas;
Denver, Colorado; Fort Lauderdale, Florida; Houston, Texas; Las
Vegas, Nevada; Los Angeles, California; Miami, Florida;
Morristown, New Jersey; New York City; Orange County, California;
Orlando, Florida; Philadelphia, Pennsylvania; Phoenix, Arizona;
Sacramento, California; Silicon Valley, California; Tallahassee,
FL; Tampa Bay, Florida; Tokyo, Japan; Tysons Corner, Virginia;
Washington, D.C.; West Palm Beach, Florida; Wilmington, Delaware;
and Zurich, Switzerland.  Additionally, the firm has strategic
alliances with these independent law firms: Olswang, London and
Brussels; Studio Santa Maria, Milan and Rome; and Hayabusa Kokusai
Law Offices in Tokyo.


* Huron Consulting Adds Robert Pawlak and Peter Salt as Directors
-----------------------------------------------------------------
Huron Consulting Group disclosed that Robert J. Pawlak and Peter
J. Salt have joined the company as managing directors.

"We continue to add the industry's most accomplished professionals
to address client and company needs," Gary E. Holdren, chairman
and chief executive officer of Huron Consulting Group, said.  
"[Mr. Pawlak] will help spearhead business development strategies
to increase Huron's marketplace presence.  [Mr. Salt's]
arbitration and loss adjusting expertise will be an asset to
clients facing international business disputes issues."

Mr. Pawlak has held high-level business development roles focused
on maximizing sales productivity, market share growth and bottom-
line profitability during his career.  Prior to joining Huron, he
served as a managing director of Business Development at
PricewaterhouseCoopers fostering broad and deep client
relationships.

Based in Huron's New York office, he will continue to bolster the
company's presence and build client relationships in the financial
services sector.

Mr. Salt has helped corporations settle insurance claims and
contract disputes.  He will represent Huron in Singapore, and will
be using his arbitration, mediation and loss adjusting expertise
to deliver positive outcomes for clients in that region.

Mr. Salt has helped major loss adjustment firm, Thomas Howell
Group, establish new European, Asian and U.S. operations and
served as operations director for Echelon Claims Consultants
opening offices in London, Hong Kong and Singapore.  He also
founded his own firm, Peter J. Salt & Associates, based in
Singapore.

                About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com/--   
helps clients effectively address complex challenges that arise in
litigation, disputes, investigations, regulatory compliance,
procurement, financial distress, and other sources of significant
conflict or change.  The company also helps clients deliver
superior customer and capital market performance through
integrated strategic, operational, and organizational change.
Huron provides services to a wide variety of both financially
sound and distressed organizations, including Fortune 500
companies, medium-sized businesses, leading academic institutions,
healthcare organizations, and the law firms that represent these
various organizations.


* Resilience Capital Adds Michael Lundin as Operating Partner
-------------------------------------------------------------
Resilience Capital Partners has named Michael Lundin as an
operating partner on July 1, 2008.

Mr. Lundin will be responsible for analyzing and closing new
investment opportunities and add-on acquisitions.  He will also be
assigned to work and oversee portfolio companies.  He will be
spearheading -- along-side the portfolio companies' Board of
Directors and Management -- the strategic planning, business
growth and corporate governance activities of selected portfolio
companies.

Mr. Lundin was most recently President and CEO of Oglebay Norton
Company.  Mr. Lundin led the reorganization of the company
including a new capital structure consisting of new bank debt, a
conversion of debt to equity, and a rights offering for both
common and preferred stock.  Prior to Oglebay, he was President
and Partner of Michigan Limestone Operations LP, a limestone
mining and distribution company for more than ten years.  Mr.
Lundin negotiated the sale of the partnership to Oglebay Norton in
2000. Mr. Lundin holds a Bachelor of Science from University of
Wisconsin-Stout, and his Masters of Business Administration from
Loyola Marymount University.  He is a member of the Young
Presidents Organization and currently serves on several boards.

"We continue to place a tremendous amount of value on being a
successful investor, and building our team for the future.  We are
especially focused on the recruitment of accomplished, dynamic
executives like Michael Lundin," said Bassem Mansour, Co-CEO and
Managing Partner.

"With his track record of success in building businesses, Michael
Lundin is a seasoned executive whose strategic insights and
network of relationships will considerably strengthen our
portfolio company operational capabilities.  He is an outstanding
addition to our firm, and I look forward to his contributions
throughout the many facets of our investment activities," said
Steven Rosen, Co-CEO and Managing Partner.

"I am excited to join the Resilience Capital Partners team.  I
have come to admire the emphasis they place on operating partner
expertise.  Resilience Capital Partners already has high quality
businesses in their portfolio, and I am greatly looking forward to
helping the team source and manage many more,“ said Michael
Lundin.

Resilience Capital Partners --  http://www.resiliencecapital.com  
-- is a private equity firm based in Cleveland, Ohio focused on
investing in underperforming and turnaround situations.  
Resilience's investment strategy is to acquire lower middle market
companies that have solid fundamental business prospects, but have
suffered from a cyclical industry downturn, are under-capitalized,
or have less than adequate management resources.  Resilience
typically acquires companies with revenues of $25 million
to $250 million.  Since its inception in 2001, Resilience has
acquired 16 companies with revenues in excess of $1 billion.


* BOOK REVIEW: Learning Leadership
----------------------------------
Title: Learning Leadership -- The Abuse of Power in
       Organizations
Author:     Abraham Zaleznik
Publisher:  Beard Books
Paperback:  552 pages
List Price: US$34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/158798282X/internetbankrupt

The lesson in Learning Leadership -- The Abuse of Power in
Organizations is to "use power so that substance leads process."
This is done, says the author, by keeping the "content of work at
the center of communication."

The premise of this intriguing book is that many managers,
executives, and other business leaders allow "forms of
communication [to become] the center of work."  As a result,
misguided and counterproductive leadership and management
practices have settled into many organizations.  A culprit
is the popular "how-to" leadership manuals that offer simple,
superficial principles that only skim the surface of leadership.  
Zaleznik argues that the primary way to get work done is to put
aside personal agendas and deal directly with those who are
involved in the work.

With this emphasis on substance over process, the concept of
leadership lies not in techniques, but personal qualities.  The
essential personal qualities of leadership are captured by the
"three C's" of competence, character, and compassion.  The author
then delves more deeply into each of these C's.  We learn, for
example, that the three C's are not learned skills.  Competence
entails "building one's power base on talent."

Character and compassion are the two other qualities of a leader
that must be present before there is any talk about methods of
operation, lines of communication, definition of goals, structure
of a team, and the like.  There is more to character that the
common definition of the "quality of the person."  Character also
embraces, says the author, the "code of ethics that prevents the
corruption of power."  Compassion is defined as a "commitment to
use power for the benefit of others, where greed has no place."

This concept of a good leader is not idealized or unrealistic.  It
takes into account human nature and the troubling behavior of many
leaders.  Of course, any position of leadership brings with it
temptations and the potential to abuse power.  Effective leaders
are those who "take responsibility for [their] own neurotic
proclivities," says the author.  They do this out of a sense of
the true purpose of leadership, which is communal benefit.  The
power holder will "avoid the treacheries of an unreasonable sense
of guilt, while recognizing the omnipresence of unconscious
motivation."

Mr. Zaleznik's definition of the essentials of leadership comes
from his study of notable (and sometime notorious) leaders.  Some
tales are cautionary.  The Fashion Shoe Company illustrates the
problems that can occur when a leader allows action to overcome
thought.  The Brandon Corporation illustrates the opposite
leadership failing -- allowing thought to inhibit action.  Taken
together, the two examples suggest that balance is needed for good
leadership.

Andrew Carnegie exemplifies the struggle between charisma and
guilt that affects some leaders.  Frederick Winslow Taylor is seen
by the author as an obsessed leader.  From his behavior in the
Sicilian campaign in World War II, General Patton is characterized
as a leader who violated the code binding leaders and those they
lead.

With his training in psychoanalysis and his experience in the
business field, Mr. Zaleznik's leadership dissections and
discussions are instructive.  The reader will find Learning
Leadership -- The Abuse of Power in Organizations to be an
engaging text on the human qualities and frailties of leaders.

Abraham Zaleznik is emeritus Konosuke Matsushita Professor of
Leadership at the Harvard Business School.  He is also a certified
psychoanalyst.

                             *********

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 ***