TCR_Public/080630.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 30, 2008, Vol. 12, No. 154           

                             Headlines

7233 E. REDBIRD: Voluntary Chapter 11 Case Summary
ACA REAL ESTATE: Case Summary & Two Largest Unsecured Creditors
ACXIOM CORP: S&P Holds 'BB' Rating and Changes Outlook to Stable
ADT CONSTRUCTION: Case Summary & 21 Largest Unsecured Creditors
ALL-AMERICAN SPORT: March 31 Balance Sheet Upside-Down by $9.6MM

ALLHEAR INC: Case Summary & Six Largest Unsecured Creditors
ALLIANCE BANCORP: Moody's Junks Ratings of Two Tranches
ALLIANCE ONE: Moody's Affirms B2 Corporate Family Rating
ALTERNATIVE LOAN: Moody's Assigns Ba1 and Ba3 Ratings on Certs.
AMBAC FINANCIAL: Fitch Takes Out All Outstanding Ratings

AMERICAN AXLE: Moody's Cuts Corporate Family Rating to B1
AMERICAN COLOR: Notes Maturity, Interest Payment Dates Extended
APPLE VALLEY: Case Summary & 20 Largest Unsecured Creditors
BANC OF AMERICA: Moody's Affirms Three Low B Ratings on Certs.
BANC OF AMERICA: Moody's Junks Ratings of Two Tranches

BANC OF AMERICA: S&P Lowers Rating on Class K Certificate to B+
BELLA VISTA TRUST: Moody's Cuts Ratings of Seven Tranches
BHM TECHNOLOGIES: Lehman Objects to Rothschild as Banker
BHM TECHNOLOGIES: Court Approves July 31 as Claims Bar Date
BHM TECHNOLOGIES: Files Schedules of Assets and Liabilities

BOB WILSON: Court Sets July 7 as Claims Bar Date
BOYD GAMING: S&P Revises Outlook to Negative from Stable
CAPITAL AUTO TRUST: Moody's Cuts Ratings of Four Classes of Notes
CET SERVICES: Posts $102,274 Net Loss in 2008 First Quarter
CHARTER COMMS: Names Eloise Schmitz as EVP and CFO

CHARTER COMMS: Names Ted Schremp as Chief Marketing Officer
CHEROKEE INTERNATIONAL: David Robbins Joins Board of Directors
CHESAPEAKE CORP: Completion of $250MM Credit Facility Delayed
CITICORP MORTGAGE: Fitch Assigns 'B' Rating on $619,000 Certs.
COATES INT'L: March 31 Balance Sheet Upside-Down by $2,611,915

COMM 2001-J2: Moody's Affirms Caa1 Rating on Class H Certificates
CONEXANT SYSTEMS: Bendush, Massengill Joins Board of Directors
CONGOLEUM CORP: Century Indemnity et al. Balks at Case Dismissal
CREDIT SUISSE: Moody's Assigns Junk Rating on Class O Certificate
DELPHI CORP: Solicits Offers for Exhaust Business

DENNY'S HOLDINGS: Moody's Affirms Ratings, Changes Outlook to Neg.
DEUTSCHE ALT-A TRUST: Moody's Cuts Ratings of 56 Tranches Issued
DUNMORE HOMES: Court Disallows $320,648 in Claims
DURA AUTOMOTIVE: Emerges from Chapter 11 Protection in Delaware
EDWARD BAYER: Voluntary Chapter 11 Case Summary

EPICEPT CORP: Launches Public Offering of Up to 10 Million Shares
ERIK BENHAM: Voluntary Chapter 11 Case Summary
ESTATE FINANCIAL: Involuntary Chapter 11 Case Summary
FERRELLGAS LP: Mulls $250 Million Offering of 6-3/4% Senior Notes
FORD MOTOR: Begins Plant-by-Plant Employee Buyouts to Reduce Costs

FREMONT GENERAL: Selects Patton Boggs as Bankruptcy Counsel
FREMONT GENERAL: Wants Stutman Treister as Co-Counsel
GENTILLY RACING: Shareholders Adopt Dissolution & Liquidation Plan
GLOBAL PAYMENT: Posts $1,060,000 Net Loss in Qtr. Ended March 31
GREEKTOWN CASINO: Wants to Assume NRT Corp. Contracts

GREEKTOWN CASINO: U.S. Trustee Balks at Honigman Retention
GREEKTOWN CASINO: Can Hire Conway Mackenzie as Financial Advisors
GREENMAN TECH: Subsidiary Files Chapter 7 Petition in Georgia
GREY WOLF: Board Rejects Third $10/Share Proposal from Precision
GSR MORTGAGE: Moody's Junks Ratings of 3 Tranches from ARM Deals

HAIGHTS CROSS: Linda Koons to Resign as EVP and Publisher
HARBORVIEW: Moody's Cuts Ratings of 186 Tranches from ARM Deals
HARBORVIEW: Moody's Junks Six Tranches from Alt-A Transactions
HAVEN HEALTHCARE: Formation Capital Backs Out on $84MM Purchase
HEXION SPECIALTY: Says Huntsman's Suit Against Apollo is Baseless

HOWARD REAL ESTATE: Voluntary Chapter 11 Case Summary
HUNTSMAN CORP: Suit Against Apollo is Baseless, Hexion Says
IAC/INTERACTIVECORP: Taking $300MM Goodwill Writedown for Unit
IAC/INTERACTIVECORP: To Get $750MM Dividend Fee from Ticketmaster
IBIS TECHNOLOGY: Gets Nasdaq Notice on Bid Price Noncompliance

IDLEAIRE TECHNOLOGIES: Saul Ewing Approved as Panel's Counsel
IDLEAIRE TECHNOLOGIES: Mesirow Okayed as Panel's Financial Advisor
IDLEAIRE TECHNOLOGIES: Files Schedules of Assets and Liabilities
INDIANA HEALTH: Fitch Holds 'BB+' Rating on $35.2MM Revenue Bonds
INTERSTATE BAKERIES: Must File New Chapter 11 Plan by June 30

JAMES FALK: Case Summary & Largest Unsecured Creditor
JEMM WHOLESALE: Secured Parties Offer to Sell Partnership Interest
JE MORROS: Case Summary & 14 Largest Unsecured Creditors
KIMBALL HILL: Halts Development in Three Chicago Subdivisions
LEAP WIRELESS: Posts $18.1 Million Net Loss in 2008 First Quarter

LOCAL INSIGHT: S&P's Rtngs. Unmoved by Statement Filing Default
LUMINENT MORTGAGE: Settles Repurchase Financing with Third Parties
LUMINENT MORTGAGE TRUST: Moody's Cuts Ratings of 52 Tranches
MBIA INC: Moody's Downgrade Sparks Sale of Municipal Bonds
MBIA INC: Fitch Withdraws All Outstanding Ratings

MEDCOM USA INC: March 31 Balance Sheet Upside-Down by $5,053,710
MERRILL LYNCH: Moody's Affirms B2 and B3 Ratings on Certificates
MICHAEL REIMER: Voluntary Chapter 11 Case Summary
MINNEAPOLIS STAR: Asks Forbearance from Creditors
MOBILE MINI: S&P Keeps Ratings Under Neg Watch on Pending Merger

NOWAUTO GROUP: March 31 Balance Sheet Upside-Down by $928,595
OSYKA CORP: Files Chapter 11 Plan and Disclosure Statement
OTC INT'L: Gets Court OK to Sell Assets to Dialuck for $23 Mil.
PEOPLES COMMUNITY: Donald Hawke Rejoins Board of Directors
PINE CCS: Moody's Gives B2 Rating to Class B Notes Due 2014

PIONEER NATURAL: Fitch Holds BB+ Rating; Changes Outlook to Stable
PROGRESSIVE MOLDED: Obtains CCAA Stay Order Through July 9
PROGRESSIVE MOLDED: CCCA Court Approves Ernst & Young as Monitor
PROGRESSIVE MOLDED: Thomas H. Lee Expected to Lose $200MM
PROGRESSIVE MOLDED: Organizational Meeting Scheduled for July 7

QUEBECOR WORLD: Closes Sale of European Assets for EUR135 Million
RED SHIELD: Files Chapter 11 Petition in Bangor
RED SHIELD: Case Summary & 40 Largest Unsecured Creditors
RH DONNELLEY: Completed Exchange Offer Cues Fitch's Rating Actions
RITE AID: Mulls $425MM Offering of Senior Secured Notes Due 2016

RITE AID: Posts $157 Million Net Loss in 1st Quarter Ended May 31
ROBERT DILLON: Case Summary & Six Largest Unsecured Creditors
ROOM SOURCE: To Hold GOB Sales, Shutter 5 Stores & Warehouse
SALOMON BROTHERS: Moody's Junks Rating of Class G-1 Certificates
SECURITY CAPITAL: CreditSights Analyst Sees Bond Insurer Woes

SHARPER IMAGE: Hearing on Plan Filing Date Extension Set July 16
SHARPER IMAGE: Hilco/Gordon Brothers to Market Brand Name
SHARPER IMAGE: Court Approves Employee Incentive Plan
SHUMATE INDUSTRIES: March 31 Balance Sheet Upside-Down by $5.7MM
SOURCEGAS LLC: Moody's Cuts Debt Rating to Ba1; Outlook is Stable

SUMMITT CENTRIC: Voluntary Chapter 11 Case Summary
SUN COAST: Disclosure Statement OK'd; Unsec. Creditors To Get 75%
TERRY COFFMAN: Restaurant Property to be Auctioned Off July 14
THAYLEA PORT: Case Summary & 5 Largest Unsecured Creditors
THOMAS OWENS: Case Summary & 16 Largest Unsecured Creditors

TRANS ENERGY: March 31 Balance Sheet Upside-Down by $1,681,152
TRIBUNE CO: CEO Sam Zell Looks into Real Estate to Generate Cash
VANTAGE LOFTS: Section 341(a) Meeting Scheduled for July 24
VANTAGE LOFTS: Wants to Hire Matthew Johnson as Counsel
WACHOVIA BANK TRUST: Moody's Affirms Low B Ratings on Certificates

WACHOVIA BANK TRUST: Fitch Places Ratings Under Negative Watch
WELLMAN INC: Nixes Assets Sales, Opts for Restructuring Plan
WILLIAM DEL BIAGGIO: Has $2MM Loan Overdue, Pacific Capital Says
WILLIAM MILLS: Case Summary & 20 Largest Unsecured Creditors
WILLIAM WHITE: Says Cash Crunch in Construction Biz is Temporary

WORNICK CO: Judge Aug Confirms Amended Joint Chapter 11 Plan
W.R. GRACE: High Court Drops Request to Review Criminal Case
XL CAPITAL: CreditSights Analyst Sees Bond Insurer Insolvencies
ZAMIAS NORTH: Voluntary Chapter 11 Case Summary

* Moody's Says Creditors May Recover Less than in the Past
* Moody's Says Canada Has Only Two Issuer Defaults in 2007
* Fitch Says Higher Credit Enhancement Needed for New US Re-REMICs
* Fitch: Economic & Credit Outlook for Emerging Markets Worsening
* S&P Says Downgrades of High-Yield Bonds Accelerates This Year

* BOND PRICING: For the Week of June 23 to June 27, 2008

                             *********


7233 E. REDBIRD: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 7233 E. Redbird Road, LLC
        7233 E. Redbird Road
        Scottsdale, AZ 85266

Bankruptcy Case No.: 08-07736

Chapter 11 Petition Date: June 26, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Kevin Lee Jensen, Esq.
                     Email: Kevin@jensenlawaz.com
                  3740 E. Southern Ave. Ste. 210
                  Mesa, AZ 85206
                  Tel: (480) 632-7373
                  Fax: (480) 632-8383

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

Estimated Debts:     $500,000 to $1,000,000

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


ACA REAL ESTATE: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: ACA Real Estate, LLC
        190 Charlois Blvd.
        Winston Salem, NC 27103

Bankruptcy Case No.: 08-51055

Chapter 11 Petition Date: June 26, 2008

Court: Middle District of North Carolina (Winston-Salem)

Judge: William L. Stocks

Debtor's Counsel: William P. Janvier, Esq.
                     E-mail: bill@eghs.com
                  Everett, Gaskins, Hancock & Stevens
                  P.O. Box 911
                  Raleigh, NC 27602
                  Tel: (919) 755-0025
                  http://www.eghs.com/

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

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

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

      http://bankrupt.com/misc/ncmb08-51055.pdf


ACXIOM CORP: S&P Holds 'BB' Rating and Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Little Rock, Arkansas-based Acxiom Corp. to stable from negative.  
At the same time, S&P affirmed its 'BB' corporate credit rating
and 'BB+' senior secured rating on the company.
     
"The outlook revision follows our review of the business and
financial strategy with Acxiom's new CEO, and our current
expectation that the company will maintain a moderate financial
policy in the near term following the termination of its attempted
LBO," said Standard & Poor's credit analyst Molly Toll-Reed.
     
The rating on Acxiom reflects the company's good niche market
position and adequate cash flow.  Business risk is tempered by
Acxiom's expertise in managing its comprehensive consumer
databases.  More than half of its direct-marketing assignments are
performed for long-term clients, and outsourcing contracts
generally cover multiple years, offsetting a concentrated customer
base and providing some revenue predictability.  However, the
company is still a relatively small participant in a growing and
fragmented industry that may see the entrance of several much
larger competitors.


ADT CONSTRUCTION: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: ADT Construction Group, Inc.
        aka Advanced Demolition Technologies
        1335 E. Sunset Road, Suite J
        Las Vegas, NV 89119

Bankruptcy Case No.: 08-16841

Type of Business: The Debtor offers full-service
contracting                   
                  services.  See http://www.adtconstruction.com/

Chapter 11 Petition Date: June 24, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Lenard E. Schwartzer, Esq.
                  Schwartzer & McPherson Law Firm
                  2850 S. Jones Boulevard, Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  Fax: (702) 892-0122
                  bkfilings@s-mlaw.com

Total Assets: $11,202,109

Total Debts:  $7,411,364

Debtor's list of its 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sun City Electric 3380           Contract              $726,965
W. Hacienda Ave., Suite 104
Las Vegas, NV 89118

Thelen Reid & Priest, LLP        Contract              $461,745
101 Second St., Suite 1800
San Francisco, CA 94105

Southern Nevada Paving           Contract              $319,454
3920 W. Hacienda Avenue Las
Vegas, NV 89118

Midwest Drywall 4029             Contract              $274,255
Dean Martin Drive
Las Vegas, NV 89118

Freeman Carpet Service           Contract              $196,811

Universal Brass                  Contract              $168,140

Laborers Joint Trust Fund        Contract              $158,747

Alexander Services, LLC          Contract              $143,883

Republic Services, Inc.          Trade Debt            $139,018

Isolatek International           Trade Debt             $87,794

Giroux Glass, Inc.               Contract               $80,610

Gibson Tile Co.                  Contract               $77,942

Cement masons & Plasterers       Contract               $75,186

Westwood Mechanical              Contract               $65,533

Filedturf Builders               Contract               $55,184

Reliable Steel, Inc.             Contract               $45,459

Helix Electric of Nevada LLC     Contract               $44,769

Regaldo Trucking                 Trade Debt             $43,433

Union Erectors                   Contract               $43,035

Apex Electric                    Contract               $41,634

Inline Distribution Co.          Trade Debt             $40,110


ALL-AMERICAN SPORT: March 31 Balance Sheet Upside-Down by $9.6MM
----------------------------------------------------------------
All-American SportPark Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,010,738 in total assets and $10,596,215
in total liabilities, resulting in a $9,585,477 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $59,961 in total current assets
available to pay $8,455,308 in total current liabilities.

The company reported a net loss of $241,056 on revenues of
$590,947 for the first quarter ended March 31, 2008, compared with
a net loss of $176,299 on revenues of $546,908 in the same period
last year.

The increase in revenues is attributed to an increase in golf
course green fees, the driving range and the golf club rental
businesses.

The increase in the net loss is primarily due to the increase in
legal expenses for the Urban Land litigation.

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?2ec8

                       Going Concern Doubt

L.L. Bradford & Company, LLC, in Las Vegas, expressed substantial
doubt about All-American SportPark Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's negative working capital
and recurring losses.

                   About All-American SportPark

Based in Las Vegas, All-American SportPark Inc. (OTC BB: AASP) is
engaged in the management and operation of the Callaway Golf
Center (CGC), a golf facility located on 42 acres of leased land
in Las Vegas, Nevada.  The CGC includes a two-tiered, 110-station,
driving range.

The company also sells golf balls under the Pro-line equipment and
popular brand name.  In addition to the driving range, the CGC has
a lighted, nine-hole, par three golf course, named the Divine
Nine.  The golf course has several water features, including
lakes, creeks, water rapids and waterfalls, golf cart paths, and
designated practice putting and chipping areas.


ALLHEAR INC: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AllHear, Inc.
        P.O. Box 330
        Aurora, OR 97002

Bankruptcy Case No.: 08-62246

Type of Business: The Debtor designs, manufactures and sells
                  cochlear implants.  See http://www.allhear.com/

Chapter 11 Petition Date: June 26, 2008

Court: District of Oregon

Judge: Frank R. Alley, III

Debtor's Counsel: Albert N. Kennedy, Esq.
                     Email: al.kennedy@tonkon.com
                  888 S.W. 5th Ave., Ste. 1600
                  Portland, OR 97204
                  Tel: (503) 802-2013

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

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

A copy of the Debtor's petition is available for free at:

      http://bankrupt.com/misc/orb08-62246.pdf


ALLIANCE BANCORP: Moody's Junks Ratings of Two Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 8 tranches
from one Option ARM transaction issued by Alliance Bancorp.  Three
tranches remain on review for possible further downgrade.

The collateral backing these transactions consists primarily of
first-lien, 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 are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Alliance Securities Corp., Mortgage Backed Pass-Through
Certificates, Series 2007-OA1.

  -- Cl. M-2, Downgraded to Aa2 from Aa1
  -- Cl. M-3, Downgraded to A2 from Aa1
  -- Cl. M-4, Downgraded to Baa3 from Aa2
  -- Cl. M-5, Downgraded to B1 from Aa3
  -- Cl. M-6, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Baa3


ALLIANCE ONE: Moody's Affirms B2 Corporate Family 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 Ba2 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 largest 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 12 months ending December
2007 were approximately $2.0 billion.


ALTERNATIVE LOAN: Moody's Assigns Ba1 and Ba3 Ratings on Certs.
---------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Alternative Loan Trust 2008-OH1 and ratings
ranging from Aa1 to Ba3 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate, negative
amortization, Alt-A mortgage loans acquired or originated by
Countrywide Home Loans, Inc. (99.5%) and other originators (0.5%).  
The ratings are based primarily on the credit quality of the loans
and on the protection from subordination.  Moody's expects
collateral losses to range from 5.70% to 5.90%.

The deal trustee has committed to provide Moody's with access to a
website from which certain monthly loan level performance data can
be obtained.  Moody's considers the amount of data currently
available on the website to be acceptable for monitoring
collateral performance.

In the event that Moody's access to the website is curtailed or
that adequate performance information is not otherwise made
available to Moody's, Moody's ability to monitor the ratings may
be impaired.  This could negatively impact the ratings or, in some
cases, Moody's ability to continue to rate the certificates.

Countrywide Home Loans Servicing LP will act as master servicer.

THE COMPLETE RATING ACTIONS ARE:

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2008-OH1

  -- Cl. A-1, Assigned Aaa
  -- Cl. A-2, Assigned Aaa
  -- Cl. A-3, Assigned Aaa
  -- Cl. A-4, Assigned Aaa
  -- Cl. A-5, Assigned Aaa
  -- Cl. A-R, Assigned Aaa
  -- Cl. M, Assigned Aa1
  -- Cl. B-1, Assigned A1
  -- Cl. B-2, Assigned A3
  -- Cl. B-3, Assigned Ba1
  -- Cl. B-4, Assigned Ba3


AMBAC FINANCIAL: Fitch Takes Out All Outstanding Ratings
--------------------------------------------------------
Fitch Ratings is withdrawing all of its outstanding ratings on
MBIA Inc., MBIA Insurance Corp., and other related entities.  
Also, Fitch is withdrawing all of its outstanding ratings on Ambac
Financial Group, Inc., Ambac Assurance Corp. and other related
entities.  In addition, Fitch will be withdrawing all ratings
based on insurance policies from both MBIA and Ambac's insurance
subsidiaries.  Fitch will list ratings of primary obligors for
bonds where Fitch maintain coverage.

The action follows decisions by MBIA and Ambac's managements to
cease providing substantive non-public portfolio information used
in Fitch's capital analysis model, to discontinue previous full
interactive dialogue with Fitch analysts, and to request
withdrawal of Fitch's ratings.

Many key credit issues have developed recently prompting Fitch's
decision to withdraw MBIA and Ambac's ratings at this time.  
Negative rating actions by S&P and Moody's impact the companies'
business prospects and the companies' reactive strategic and
capital management planning creates a volatile credit variable.  
In addition, credit risk developments continue and Fitch's ability
to analyze credit strength needs to shift to utilizing public
information only.

Fitch will consider reinstating coverage and assigning new ratings
based only on public information if there is continuing investor
interest.  In the interim, Fitch may continue to offer commentary
and research on developing credit events at MBIA and Ambac.

These ratings are being withdrawn by Fitch:

MBIA Insurance Corp.
MBIA Insurance Corp. of Illinois
MBIA UK Insurance Limited
MBIA Assurance SA
MBIA Mexico SA de CV
Capital Markets Assurance Corp.
  -- Insurer Financial Strength 'AA'.

The Rating Outlook was Negative.

MBIA Insurance Corp.
  -- Subordinated debt rating 'A+';
  -- $1 billion 14% surplus notes due Jan. 15, 2033 'A+'.

MBIA Inc.
  -- Long-term rating 'A';
  -- $75 million 7% senior unsecured debentures due Dec. 15, 2025
     'A';

  -- $100 million 7.17% senior unsecured debentures due July 15,
     2027 'A';

  -- $150 million 6.63% senior unsecured debentures due Oct.1,
     2028 'A';

  -- $200 million 6.40% senior unsecured debt due Aug. 15, 2022
     'A';

  -- $175 million 4.50% senior unsecured notes due July 15, 2010
     'A';

  -- $100 million 9.38% senior unsecured notes due Feb.15, 2011
     'A';

  -- $350 million 5.70% senior unsecured notes due Dec. 1, 2034
     'A'.

MBIA Mexico SA de CV
  -- National insurer financial strength at 'AAA (mex)'.

The Rating Outlook for MBIA Mexico was Stable

Ambac Assurance Corp.
Ambac Assurance UK Ltd.
Connie Lee Insurance Co.
  -- Insurer financial strength 'AA'.

The Rating Outlook was Negative

Ambac Financial Group, Inc.

  -- Long-term rating 'A';
  -- $400 million 5.95% senior unsecured notes due Dec. 5, 2035
     'A';

  -- $142.5 million 9.375% senior unsecured debentures due Aug. 1,
     2011 'A';

  -- $75 million 7.5% senior unsecured debentures due May 1, 2023
     'A';

  -- $400 million subordinated notes due Feb. 7, 2087 'A-'.


AMERICAN AXLE: Moody's Cuts Corporate Family Rating to B1
---------------------------------------------------------
Moody's Investors Service lowered American Axle & Manufacturing
Holdings, Inc.'s Corporate Family Rating to B1 from Ba3, as well
as the senior unsecured rating to B1 from Ba3 on American Axle &
Manufacturing, Inc.'s notes and term loan.  The outlook is stable.  
The Speculative Grade Liquidity Rating also has been lowered to
SGL-3 from SGL-2.

In taking the rating action, Moody's noted that American Axle's
new labor agreement meaningfully improves the company's cost
position and is considered a positive credit development.  

However, "even with the benefits of its new labor agreement,
American Axle's significant exposure to declining truck/SUV
volumes at Big-3 U.S. auto makers will result in near term
financial metrics that are more consistent with the B1 rating
category," Tim Harrod, vice-president of Moody's, said.

The rating action concludes the ratings review initiated on April
2, 2008 as the company's UAW work stoppage at five facilities in
Michigan and New York involving approximately 3,650 UAW employees
neared its sixth week.

The underlying issues involved, among other items, American Axle's
goal of reducing its all-in hourly labor cost, estimated to be
approximately $73.48, to levels competitive with other domestic
automotive suppliers.  The strike concluded with the ratification
of new labor agreements on May 23, 2008 that significantly lowered
the company's labor costs.

According to American Axle, the new labor agreements are expected
to generate over $300 million in annual cost reductions, in part
due to the reduction of all-in hourly labor costs by about 50% on
a blended average basis, to a range of $30 to $45 per hour.

The company should also benefit from structural cost reductions
stemming from a reduction of about 2,000 hourly positions over the
next year through a combination of buyouts, early retirement
incentives, and plant closings.

The cost of implementing the workforce reduction is expected to
range from $400 million to $450 million, the majority of which
should be incurred during 2008.  In implementing this program,
American Axle will receive $215 million in financial assistance
from its principal customer, General Motors.

The reduced labor costs achieved with the new labor contract could
mark a watershed event in American Axle's history and meaningfully
enhance the company's long term competitiveness as an auto parts
supplier.  However, given the current market conditions, the full
benefits of the new contract may not be realized for several
years.

American Axle's business is heavily concentrated in the supply of
drivetrain components for light trucks and SUV's, particularly for
North American manufacturers such as General Motors.  Recent new
business awards should increase diversification into passenger
cars and crossover vehicles, and include important new
relationships with non-US auto makers.

Nevertheless, for the foreseeable future, over 60% of revenues
will continue to be derived from North American light truck
volumes.  Given the continuing erosion of demand for SUV's and
light trucks in the wake of high fuel costs, American Axle has
faced, and may continue to face, large reductions in order volumes
from key North American auto makers, which will continue to weigh
on its financial results.

In light of the potential for sustained weakness in revenues, and
the likelihood that restructuring and headcount reduction
initiatives will consume cash during the near term, Moody's
anticipates that American Axle's financial metrics will not
support maintenance of the Ba3 rating over the next 12 to 18
months resulting in the rating downgrade.

The Speculative Grade Liquidity Rating to SGL-3, reflects the
expectation of negative free cash flow over the next 12 months as
a result of restructuring costs and the weakening automobile
production in North America.  At March 31, 2008 the company
reported $315 million of cash and had $572 million of availability
under the company's $600 million revolving credit facility.

Principal financial covenants measure net debt to EBITDA and net
worth.  Both covenants exclude special/one-time items such as the
impact of the work stoppages and costs related to restructuring
under the new labor agreement.  However, cushions under the
financial covenants are expected to diminish over the second half
of 2008 reflecting the impact of lower production in North America
on the company's key platforms.  Covenant cushions should improve
into 2009 as the benefits of the new labor agreements more
favorably impact operations.

However, this improvement could be tempered if vehicle production
pressure in North America persists.  All of the company's bank
obligations and notes are currently unsecured, which establishes
some flexibility to generate alternative liquidity, subject to
lien baskets and sale/leaseback limitations in the respective
indentures.

While near term financial metrics will remain under pressure, the
rating outlook is stable at the B1 rating level reflecting Moody's
expectation that with the improved cost structure provided by its
new labor agreement, American Axle should be able to achieve
improved financial performance during 2009.

The rating anticipates that recent new business wins should enable
the company to reduce its reliance on the North American light
truck market and enhance its long term business position.  
Importantly, the rating anticipates that American Axle will
maintain adequate liquidity and financial flexibility to execute
the business transition that should yield improved financial
metrics by 2009.

Ratings lowered:

American Axle & Manufacturing Holdings, Inc.

  -- Corporate Family, to B1 from Ba3
  -- Probability of Default, to B1 from Ba3
  -- Unsecured guaranteed convertible note, to B1 (LGD4, 54 %)
     from Ba3 (LGD4, 56%)

American Axle & Manufacturing, Inc.

  -- Unsecured guaranteed notes, to B1 (LGD4, 54 %) from Ba3
     (LGD4, 56%)

  -- Unsecured guaranteed term loan, to B1 (LGD4, 54 %) from Ba3
     (LGD4, 56%)

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

Holdings' obligations are guaranteed by American Axle and vice
versa.

The last rating action was on April 2, 2008 when American Axle's
ratings were placed under review and the Speculative Grade
Liquidity Rating was lowered to SGL-2.

American Axle & Manufacturing, Inc., headquartered in Detroit, MI,
manufactures, designs, engineerings and validates driveline
systems and related components and modules, chassis systems, and
metal formed products for light truck, SUV's and passenger cars.  
The company has manufacturing locations in the USA, Mexico, the
United Kingdom, Brazil, China and Poland.  The company reported
revenues of $3.2 billion in 2007.


AMERICAN COLOR: Notes Maturity, Interest Payment Dates Extended
---------------------------------------------------------------
American Color Graphics Inc. received, pursuant to its commenced      
consent solicitation, the requisite consents to extend the
maturity date of its Non-Interest Bearing Senior Second Secured
Notes due 2008 and an interest payment forbearance related to its
10% Senior Second Secured Notes due 2010.
            
The consent solicitation expired at 5:00 p.m., New York City time,
on June 12, 2008.  The company disclosed that holders of
$14,979,300 in aggregate principal amount of its 2008 Notes or
approximately 98.5% of outstanding 2008 Notes have agreed with the
company to extend the maturity date of the 2008 Notes from
June 15, 2008 to Sept. 15, 2008.
            
In addition, holders of $247,333,000 in aggregate principal amount
of its 2010 Notes or approximately 88.3% of outstanding 2010 Notes
have agreed with the company to be precluded through Sept. 15,
2008 from exercising, or instructing the trustee to exercise on
their behalf, certain rights and remedies under Section 6.02
(Acceleration) of the Indenture that may exist in respect of an
Event of Default that may occur under Section 6.01(b) of the
Indenture due to the company's failure to make the interest
payment on the 2010 Notes that becomes due and payable on June 15,
2008, and the continuance of such default for a period of 30 days.

The consent solicitation required that at least 75.1% in aggregate
principal amount of the outstanding 2010 Notes consent in order to
be adopted.  Accordingly, all holders of 2010 Notes are precluded
from instituting any proceeding, judicial or otherwise, with
respect to the Indenture or the 2010 Notes, or for the appointment
of a receiver or trustee, or for any other remedy thereunder,
because the Indenture requires that holders of at least 25% in
aggregate principal amount of the outstanding 2010 Notes must
request or direct the Trustee to pursue any remedy available to
the Trustee or the holders with respect to the Indenture or the
2010 Notes or otherwise under the law.
            
The company retained Lehman Brothers to serve as Solicitation
Agent, Ipreo to serve as Information Agent and The Bank of New
York Trust company, N.A. to serve as Tabulation Agent for the
solicitation of consents.

                   About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--  
is a full service premedia and print companies, with eight print
locations across the continent, a TMC facility, six regional
premedia centers, photography studios nationwide and a customer
managed service sites.  Expert in a full range of products such as
retail, newspapers, direct mail, catalog, publication, packaging,
book, comic, and commercial products, ACG has been an innovative
industry leader for over 80 years.  The company provides solutions
and services as asset management, photography, and digital
workflow solutions that improve the effectiveness of advertising
and drive revenues for their customers.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Color Graphics Inc. to 'D' from 'SD', after the
company's failure to make an interest payment due June 15, 2008,
on its $280 million 10% senior secured second-priority notes due
in 2010.

     
APPLE VALLEY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Apple Valley Plaza, LLC
        22311 Bear Valley Rd.
        Apple Valley, CA 92307

Bankruptcy Case No.: 08-17740

Chapter 11 Petition Date: June 26, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: M. Jonathan Hayes, Esq.
                     Email: jhayes@polarisnet.net
                  21800 Oxnard St. Ste. 840
                  Woodland Hills, CA 91367
                  Tel: (818) 710-3656
                  Fax: (818) 710-3659

Estimated Assets:         Less than $50,000

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

A copy of the Debtor's petition is available for free at:

         http://www.bankrupt.com/misc/


BANC OF AMERICA: Moody's Affirms Three Low B Ratings on Certs.
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed 16 classes of Banc of America Commercial Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-2
as follows:

  -- Class A-2, $127,753,996, affirmed at Aaa
  -- Class A-3, $283,402,000, affirmed at Aaa
  -- Class A-4, $125,682,000, affirmed at Aaa
  -- Class A-5, $254,120,181, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class B, $27,045,564, upgraded to Aaa from Aa1
  -- Class C, $12,811,056, upgraded to Aaa from Aa2
  -- Class D, $24,198,662, upgraded to A1 from A2
  -- Class E, $11,387,606, affirmed at A3
  -- Class F, $15,657,957, affirmed at Baa1
  -- Class G, $9,964,155, affirmed at Baa2
  -- Class H, $15,657,958, affirmed at Baa3
  -- Class J, $4,270,352, affirmed at Ba1
  -- Class K, $5,693,803, affirmed at Ba2
  -- Class L, $5,693,803, affirmed at Ba3
  -- Class M, $7,117,253, affirmed at B1
  -- Class N, $2,846,901, affirmed at B2
  -- Class O, $2,846,901, affirmed at B3

Moody's upgraded the ratings of Classes B, C and D due to
increased defeasance and credit support and overall stable pool
performance.

As of the June 10, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 16.3%
to $953.2 million from $1.14 billion at securitization.  The
certificates are collateralized by 71 mortgage loans ranging in
size from less than 1.0% to 11.5% of the pool, with the top 10
non-defeased loans representing 46.7% of the pool.

The pool includes two loans with underlying ratings which comprise
15.6% of the pool.  Fifteen loans, representing 19.1% of the pool
balance, have defeased and are collateralized by U.S. Government
securities.

There have been no realized losses since securitization and
currently there are no loans in special servicing.  Seven loans,
representing 7.4% of the pool, are on the master servicer's
watchlist.

The watchlist includes loans which meet certain portfolio review
guidelines established as part of the Commercial Mortgage
Securities Association's monthly reporting package.  As part of
our ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Moody's was provided with year-end 2006 and partial or year-end
2007 operating results for approximately 97.7% and 44.5% of the
pool, respectively.  Moody's loan to value ratio for the conduit
component is 87.8% compared to 92.7% at Moody's last full review
in December 2006 and 93.2% at securitization.

The largest loan with an underlying rating is the PPG Place Loan
($110.1 million -- 11.6%), which is secured by a 1.5 million
square foot office complex located in downtown Pittsburgh,
Pennsylvania.  The property was 89.7% occupied as of September
2007 compared to 84.9% at last review.

The largest tenant is PPG Industries, Inc. (24.6% NRA; lease
expiration June 2011; Moody's senior unsecured rating A3 - stable
outlook).  Property performance has declined since securitization
due to a decline in rental revenues and increased operating
expenses.  Moody's current underlying rating is Baa2 compared to
A3 last review.

The second largest loan with an underlying rating is the Prince
Kuhio Plaza Loan ($38.5 million -- 4.0%), which is secured by the
borrower's interest in a 504,000 square foot regional mall located
on the island of Hawaii.  The mall was 89.9% occupied as of
September 2007, essentially the same as at last review and
securitization.

The center is anchored by Sears, Macy's, Safeway and Long's Drugs.  
The property has experienced increased operating expenses which
have been largely offset by amortization.  The loan has amortized
8.3% since securitization.  Moody's current underlying rating is
Baa1, the same as last review.

The third loan which had an underlying rating at securitization is
the Inland TX-CT Retail Portfolio Loan ($19.6 million -- 2.1%),
which is secured by two retail properties totaling 182,000 square
feet.  The Shops at Park Place (116,000 square feet) is located in
Plano, Texas and is anchored by Bed Bath & Beyond, Michael's and
Office Max.  The Shaw's New Britain property (66,000 square feet)
is located in New Britain, Connecticut and is 100.0% leased to
Shaw's Supermarket through April 2016.

Shaw's vacated the premises in October 2006 but has continued to
make rental payments.  The portfolio is 63.7% physically occupied
with an economic occupancy of 96.0% compared to 100.0% at
securitization.  The performance of the Shops at Park Place has
declined due to increased expenses.

Moody's analysis of the portfolio incorporates a dark value in the
analysis of the Shaw's property because of its leasing status.  
Due to the portfolio's decline in value, Moody's has withdrawn its
underlying rating and has included the loan in the conduit
component of the pool.  Moody's LTV is 78.2% compared to 67.8% at
last review and at securitization.

The top three non-defeased conduit loans represent 16.6% of the
outstanding pool balance.  The largest conduit loan is the Eden
Prairie Mall Loan ($81.1 million -- 8.5%), which is secured by the
borrower's interest in a 1.1 million square foot regional mall
located in suburban Minneapolis, Minnesota.

The property was 98.1% occupied as of September 2007 compared to
96.6% at last review and is anchored by Sears, J.C. Penney,
Target, Kohl's, and Von Maur. Moody's LTV is 78.7% compared to
81.8% at last review.

The second largest conduit loan is the Broward Financial Loan
($46.5 million -- 4.9%), which is secured by a 325,500 square foot
Class A office tower located in downtown Fort Lauderdale, Florida.  
The property sustained significant damage from Hurricane Wilma in
2005.  The property has been fully operational since January 2006
and at this time substantially all of the building repairs have
been completed.

The property was 76.6% occupied as of December 2007 compared to
80.7% at last review and 87.0% at securitization.  The largest
tenant is Franklin Templeton (42.4% NRA; lease expiration June
2011).  The loan is on the servicer's watchlist due to a decline
in occupancy since securitization.  The loan matures March 2009.  
Moody's LTV is 99.4% compared to 96.6% at last review.

The third largest conduit loan is the MHC Portfolio Waterford
Estates Loan ($30.4 million -- 3.2%), which is secured by a 731-
pad manufactured housing community located approximately 10 miles
south of Wilmington in Bear, Delaware.  The property was 95.5%
occupied as of September 2007, essentially the same as at last
review.  Moody's LTV is 94.9%, essentially the same as at last
review.


BANC OF AMERICA: Moody's Junks Ratings of Two Tranches
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 9 tranches
from 3 Option ARM transactions issued by Banc of America.  Four
tranches remain on review for possible further downgrade.  
Additionally, 4 tranches were placed on review for possible
downgrade.

The collateral backing these transactions consists primarily of
first-lien, 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 are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Banc of America Funding 2004-B Trust

  -- Cl. 6-B-1, Downgraded to Aa3 from Aa2
  -- Cl. 6-B-2, Downgraded to Baa2 from A2
  -- Cl. 6-B-3, Downgraded to B1 from Baa2

Issuer: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-E

  -- Cl. 7-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 8-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 9-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 9-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. DB-1, Downgraded to Baa2 from Aa2
  -- Cl. DB-2, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. DB-3, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

Issuer: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-F

  -- Cl. 1-B-1, Downgraded to Ba1 from Aa2
  -- Cl. 1-B-2, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-B-3, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade


BANC OF AMERICA: S&P Lowers Rating on Class K Certificate to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
K commercial mortgage pass-through certificate from Banc of
America Large Loan Inc.'s series 2004-BBA4.  Concurrently, S&P
raised its rating on class G and affirmed its ratings on seven
other classes from this series.

The downgrade of the class K certificate to 'B+' from 'BB'
reflects the continued poor performance of the Arapaho Business
Park loan (21% of the trust balance), which is discussed below.
     
The raised and affirmed ratings reflect Standard & Poor's analysis
of the remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.
     
As of the June 16, 2008, remittance report, the trust collateral
consisted of the senior participation interests in two floating-
rate mortgage loans and one floating-rate whole-mortgage loan.  
All of the loans are indexed to one-month LIBOR.  The pool balance
has declined 93% to $61.8 million since issuance.
     
Details of the three remaining loans in the pool are:

     -- The largest loan in the pool, Westgate Mall, has a whole-
        loan balance of $51.0 million that is divided into two
        pieces: a $31.0 million senior participation interest that
        makes up 50% of the trust balance and a $20.0 million
        subordinate junior participation interest that is held
        outside the trust.  The collateral consists of 480,350 sq.
        ft. of a 607,200-sq.-ft. regional mall in Brockton,
        Massachusetts.  The master servicer, Bank of America N.A.,
        reported a debt service coverage of 2.62x for the year
        ended Dec. 31, 2007, and 80% occupancy as of April 2008,
        compared with a DSC of 3.17x and 95% occupancy at
        issuance.  The drop in occupancy is due mainly to the
        vacancy of one of its anchor tenants in early 2008, which
        was paying base rent of approximately $2.12 per sq. ft.

        Standard & Poor's net cash flow has increased 9% since
        issuance, due primarily to an overall increase in average
        rental rates.  The loan is scheduled to mature in April
        2009 and has no extension options remaining.

     -- The second-largest loan in the pool, Heritage Square I &
        II, has a trust and whole-loan balance of $17.6 million
        (29%).  Two office buildings in Farmers Branch, Texas,
        totaling 354,500 sq. ft. secure this loan.  In addition,
        the borrower's equity interests in the property secure an
        $8.0 million mezzanine loan.  Bank of America reported a
        1.26x DSC as of year-end 2007 and 84% occupancy as of
        March 2008, compared with a 2.43x DSC and 98% occupancy at
        issuance.  Standard & Poor's adjusted NCF has declined 12%
        since issuance due to higher operating expenses.  The loan
        matures in September 2008, and has one 12-month extension
        option remaining.

     -- The smallest loan in the pool, Arapaho Business Park, has
        a whole-loan balance of $19.8 million that is divided into
        two pieces: a $13.2 million senior participation interest
        that makes up 21% of the trust balance and a $6.6 million
        junior participation interest held outside the trust.  A
        10-building flex (office/industrial) complex totaling
        423,400 sq. ft. in Richardson, Texas, secures this loan.  
        Sixty two percent of the complex is office space and the
        remainder is warehouse space.  The master servicer placed
        this loan on the watchlist due to a low DSC.  The reported
        DSC was 1.05x for the 12 months ended Dec. 31, 2007, and
        occupancy was 80% as of March 2008, compared with a DSC of
        2.11x and occupancy of 89% at issuance.  The borrower is
        actively marketing the vacant space.  The borrower has
        exercised all of its available extension options, and
        Standard & Poor's adjusted NCF is 32% below its level at
        issuance.  The loan is scheduled to mature in June 2009.


                           Rating Lowered
   
                  Banc of America Large Loan Inc.
   Commercial mortgage pass-through certificates series 2004-BBA4

                       Rating
                       ------
           Class     To        From   Credit enhancement
           -----     --        ----   ------------------
           K         B+        BB             N/A

                            Rating Raised
   
                  Banc of America Large Loan Inc.
  Commercial mortgage pass-through certificates series 2004-BBA4

                         Rating
                         ------
            Class     To        From   Credit enhancement
            -----     --        ----   ------------------
            G         AAA       AA+          64.46%

                         Ratings Affirmed
   
                 Banc of America Large Loan Inc.
  Commercial mortgage pass-through certificates series 2004-BBA4

           Class     Rating           Credit enhancement
           -----     ------           ------------------
           F         AAA                     88.90%
           H         A+                      49.32%
           J         BBB                     31.17%
           X-1B      AAA                       N/A
           X-2       AAA                       N/A
           X-3       AAA                       N/A
           X-4       AAA                       N/A


                        N/A -- Not applicable.


BELLA VISTA TRUST: Moody's Cuts Ratings of Seven Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 7 tranches
from 3 Option ARM transactions issued by Bella Vista Mortgage
Trust.  Additionally, 4 tranches were placed on review for
possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, 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 are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Bella Vista Mortgage Trust 2004-2

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. M, Downgraded to Aa3 from Aa2
  -- Cl. B-1, Downgraded to Baa1 from A2
  -- Cl. B-2, Downgraded to Ba3 from Baa2

Issuer: Bella Vista Mortgage Trust 2005-1

  -- Cl. B-X, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-4, Downgraded to B1 from Ba2

Issuer: Bella Vista Mortgage Trust 2005-2

  -- Cl. B-PO, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-X, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-2, Downgraded to A3 from A2
  -- Cl. B-3, Downgraded to Ba2 from Baa2
  -- Cl. B-4, Downgraded to Ba3 from Baa3


BHM TECHNOLOGIES: Lehman Objects to Rothschild as Banker
--------------------------------------------------------
Lehman Commercial Paper, Inc., in its capacity as administrative
agent, First Lien Agent, for certain lenders under the
$270,000,000 First Lien Credit Agreement, dated as of July 21,
2006, objects to the retention of Rothschild Inc. as investment
banker and financial advisor of BHM Technologies, LLC, and debtor
affiliates.

Lehman says the services of Rothschild are unnecessary at this
juncture.  It notes the substantive terms and many details of the
plan of reorganization have already been negotiated and have the
support of all major constituencies; no constituency is known
that is expected to oppose the plan.  

Lehman says that considering that assisting the Debtors in
negotiating a plan or facilitating the sale of the Debtors'
assets are the primary services contemplated in the Engagement
Letter, the Debtors have not provided any compelling reason to
retain Rothschild.

Lehman asserts that the retention of Rothschild and the
accompanying costs and expenses would create an undue burden on
the Debtors' estates and their creditors.

In the event the U.S. Bankruptcy Court for the Western District of
Michigan approves Rothschild's retention, Lehman wants the Court
to ensure that all parties-in-interest -- and particularly the
holders of First Lien Debt -- have a full opportunity to review
the fees and expenses requested by Rothschild and object to their
reasonableness under Section 330 of the Bankruptcy Code.

                       About BHM Technologies

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells         
automobile parts including air bags and electrical systems.  It
has manufacturing facilities in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between $100 million and $500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Court Approves July 31 as Claims Bar Date
-----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan approved the motion of BHM Technologies Holdings, Inc.,
and its debtor-subsidiaries to:

   (a) fix July 31, 2008, at 5:00 p.m., as the general bar date
       within which proofs of claim against them must be filed;

   (b) fix November 17, 2008, as the governmental unit bar date
       within which all governmental units must file proofs of
       claim against them; and

   (c) approve proposed procedures for the filing of proofs of
       claim.

                       About BHM Technologies

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells         
automobile parts including air bags and electrical systems.  It
has manufacturing facilities in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between $100 million and $500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
BHM Technologies, LLC, and each of its debtor-affiliates filed
with the United States Bankruptcy Court for the Western District
of Michigan their schedules of assets and liabilities, and
statement of financial affairs.

BHM Technologies, LLC, and BHM Technologies Holdings, Inc.,
holding companies that do not have employees and are not involved
in day-to-day operations each declared zero stand-alone assets,
including $0 for real and personal property.  Each disclosed
debts totaling $336,506,519:

   -- a secured $264,393,980 claim owed to Lehman Commercial
      Paper, Inc., on account of First Lien Deed of Trust,
      Security Agreement, Assignment of Leases and Rents and
      Fixture Filing - Revolving line of credit.

   -- unsecured priority claim, in an undetermined amount, owed
      to the Internal Revenue Service on account of federal
      income taxes, and

   -- a $72,112,539 unsecured non priority claim owed to S.A.C.
      Domestic Investments LP pursuant to a Second Lien Deed of
      Trust, Security Agreement.

The Debtors' operations consist of four distinct lines of
business: (a) the Brown Division; (b) the Heckethorn Division;(c)
Morton Division ; and (d) Midwest Division.

The Brown Corporation of America says its own personal property is
worth $45,946,845, and it owes $92,247,701 to creditors holding
unsecured priority claims.

Heckethorn Manufacturing Co., Inc., has stand-alone assets
aggregating $12,930,090, but also recorded the $264,393,980
secured debt to LCPI, and $72,112,539 unsecured debt to S.A.C.  
It booked an additional $4,799,007 for unsecured non priority
debts on account of trade claims.  It added its employees may own
certain unsecured priority claims in undetermined amounts.

Midwest Stamping & Manufacturing Co. identified personal assets
aggregating $79,054, and, the same amounts of debts owed by the
other Debtors to Lehman and SAD.

Morton Welding Company, Inc., says it has $12,170,652 worth of
real property and $20,844,167 of personal property.  Aside from
debts to LCPO and S.A.C., it owes:

    -- a $208,407 to Tazewell County on account of an unsecured
       priority claim for property taxes;

    -- undetermined amounts, constituting unsecured priority
       claims, to employees and taxing authorities; and

    -- $4,054,417, constituting unsecured non-priority claims, to
       various parties, on account of trade claims.

                       About BHM Technologies

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells         
automobile parts including air bags and electrical systems.  It
has manufacturing facilities in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between $100 million and $500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BOB WILSON: Court Sets July 7 as Claims Bar Date
------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida fixed July 7, 2008, as the last day for parties in the
bankruptcy case of Bob Wilson Dodge Chrysler Jeep LLC and its
debtor-affiliates to file their proofs of claim.

                         About Bob Wilson

Headquartered in Tampa, Florida, Bob Wilson Dodge Chrysler Jeep
LLC -- http://www.bobwilsondodgesuperstore.com/--  is a certified   
DaimlerChrysler Five Star dealership with a huge inventory of high
quality new and pre-owned vehicles.  The Debtors and its debtor-
affiliates filed for separate Chapter 11 protection on April 25,
2008 (Bankr. M.D.Fla. Case No.: 08-05759 thru 08-05763.)  Scott A.
Stichter, Esq., and Harley E. Riedel, Esq. at Stichter Riedel
Blain & Prosser PA represent the Debtors in their restructuring
efforts.  The Debtors listed $25,755,784 in assets and $20,789,595
in liabilities.


BOYD GAMING: S&P Revises Outlook to Negative from Stable
--------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based Boyd Gaming Corp. to negative from stable.  
Ratings, on the company, including the 'BB' corporate credit
rating, were affirmed.
     
"The outlook revision reflects our expectation that operating
lease-adjusted leverage will spike to greater than 8x in 2010,
moderately higher than previously factored into the 'BB' rating,"
explained Standard & Poor's credit analyst Ben Bubeck.
     
While construction of Boyd's Echelon project continues to proceed
on time and on budget, many of the company's other properties,
including its Las Vegas locals properties--which comprised more
than 50% of property level EBITDA during the 12 months ended March
31, 2008--are underperforming, largely due to economic pressures.  
In addition, while financing has been secured for the $3.3 billion
wholly owned portion of Echelon, Boyd has not yet arranged
financing for the two joint-venture components of the project, the
total costs of which are expected to approach $1.5 billion.  

The failure to secure financing in the near term could pressure
the company's ability to meet its targeted completion for these
portions of the project in the third quarter of 2010.  Given the
covenant structure in Boyd's credit agreement, which calls for
substantial tightening beginning in 2011, a delay in the opening
of parts of Echelon could strain the company's ability to generate
sufficient EBITDA to maintain compliance under its bank covenants
at that time.
     
The 'BB' corporate credit rating reflects Boyd's aggressive growth
strategy and heightened capital spending plans, which will drive a
material weakening of credit measures.  These factors are somewhat
mitigated by the company's relatively diversified portfolio of
gaming properties, which S&P expect to generate relatively steady
cash flow over the long term despite current economic pressures.


CAPITAL AUTO TRUST: Moody's Cuts Ratings of Four Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned ratings to Capital Auto
Receivables Asset Trust 2008-A.  The complete rating actions are:

  -- $1,979,127,000 Class A asset-backed notes, rated Aaa, final
     scheduled distribution date Jan. 15, 2015

  -- $79,165,000 Class B asset-backed notes, rated A2, final
     scheduled distribution date Jan. 15, 2015

  -- $31,666,000 Class C asset-backed notes, rated Baa2, final
     scheduled distribution date Jan. 15, 2015

  -- $10,556,000 Class D asset-backed notes, rated Ba1, final
     scheduled distribution date Jan. 15, 2015

Capital Auto Receivables Asset Trust 2008-A has a closing date of
June 12, 2008.  GMAC LLC is the sponsor and servicer of this
transaction backed by retail auto loans.


CET SERVICES: Posts $102,274 Net Loss in 2008 First Quarter
-----------------------------------------------------------
CET Services Inc. reported a net loss of $102,274 on revenue of
$99,025 for the first quarter ended March 31, 2008, copmared with
a net loss of $177,980 on revenue of $571,937 in the same period
last year.

Water services activity accounted for 100% of the revenue in the
first quarter 2008.  In the first quarter of the prior year, the
sale of housing units accounted for 82% of revenues and water
services accounted for 18% of revenues.

The decrease in net loss was mainly attributable to the decrease
in selling, general and administrative costs.

At March 31, 2008, the company's consolidated balance sheet showed
$3,957,945 in total assets, $1,954,693 in total liabilities, and
$2,003,252 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?2ecc

                       Going Concern Doubt

GHP Horwath, P.C., in Denver, expressed substantial doubt about
CET Services 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 company reported a net loss of $102,274 and has notes payable
of $471,495 due in June 2010, and has a construction loan of
$1,420,000 of which $1,261,333 had been drawn at March 31, 2008,
due in July 2008.

                        About CET Services

Based in Centennial, Colo., CET Services Inc. (OTC BB: CETR) --
operates in two business segments - water/wastewater services, and
residential housing development and construction.  All of the
company's operations and customers are located in Colorado.


CHARTER COMMS: Names Eloise Schmitz as EVP and CFO
--------------------------------------------------
Charter Communications, Inc. named Eloise E. Schmitz Executive
Vice President and Chief Financial Officer of the company
effective July 1, 2008.  Ms. Schmitz served as Senior Vice
President and Interim Chief Financial Officer since April 4, 2008.

"Eloise has the respect and confidence of Charter's board,
management and investors," Neil Smit, President and Chief
Executive Officer of the company, said.  "In a 10-year career with
Charter, Eloise's contributions have been innumerable.  It is a
great pleasure to name her Chief Financial Officer."

"I am pleased to accept this role, and I appreciate the efforts of
the finance team in ensuring a smooth transition," Ms. Schmitz
said.  "I look forward to continuing our work to increase value
for our shareholders, just as we work to increase the value of our
services for our customers."

Prior to assuming the Interim Chief Financial Officer role, Ms.
Schmitz served as Senior Vice President, Strategic Planning.  In
her new role, Ms. Schmitz will continue to direct Charter's
mergers and acquisitions, strategic planning and capital structure
activities, and will add responsibility for the company's
financial functions, including accounting, financial planning and
analysis, tax, and treasury.

Ms. Schmitz joined Charter in 1998 and has served in roles of
increasing responsibility in finance and strategic planning since
that time.  Prior to joining Charter, Ms. Schmitz was Vice
President, Group Manager, for Mercantile Bank, now US Bank, in St.
Louis.

Ms. Schmitz holds a bachelor's degree in finance from Tulane
University.

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband      
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

                        Possible Bankruptcy

As reported in the Troubled Company Reporter on May 14, 2008, the
company said that if, at any time, additional capital or borrowing
capacity is required beyond amounts internally generated or
available under the company's credit facilities, it would consider
issuing equity, issuing convertible debt or some other securities,
further reducing the company's expenses and capital expenditures,
selling assets, or requesting waivers or amendments with respect
to the company's credit facilities.

If the above strategies were not successful, the company says it
could be forced to restructure its obligations or seek protection
under the bankruptcy laws.

As reported in the Troubled Company Reporter on March 14, 2008,
Moody's Investors Service affirmed these ratings for Charter
Communications Inc.: (i) corporate family rating: Caa1; (ii)
probability-of-default rating: Caa2; and (iii) senior unsecured
notes: Ca (LGD5 -- 87%).


CHARTER COMMS: Names Ted Schremp as Chief Marketing Officer
-----------------------------------------------------------
Charter Communications, Inc. named Ted Schremp as the company's
Chief Marketing Officer, effective July 1, replacing Robert
Quigley, who is retiring.  Mr. Quigley will remain with Charter
through the end of the year in an advisory role.

"I look forward to stepping into this important position at
Charter," Mr. Schremp, who most recently served as the company's
Senior Vice President of Product Management and Strategy, said.  
"[Mr. Quigley] has developed a solid strategy targeting continued
growth, and I look forward to assuming leadership for this key
area of the business."

Mr. Schremp joined Charter in May 2005 and served as Senior Vice
President and General Manager of Charter Telephone(R), where he
directed the successful nationwide rollout of the company's
residential and commercial telephone service.

Mr. Quigley joined Charter in December 2005 to direct the
Company's marketing efforts.  During the past two years, Mr.
Quigley implemented disciplined, data-driven marketing programs
and oversaw the development of a marketing database, which
together enable Charter to measure the effectiveness of the
Company's marketing activities.

"I couldn't resist the opportunity to come out of retirement at a
time when a new management team was turning around a company of
this magnitude.  I'm very proud of what the marketing team has
accomplished," Mr. Quigley said.  "We've built a solid foundation
for marketing excellence, and I'm confident Ted will take it to
the next level."  Mr. Quigley will remain with Charter through
December 2008 on a part time basis to assist in the transition and
consult on various marketing-related matters.

Prior to joining Charter, Mr. Schremp was employed by Hewlett
Packard, where he co-founded its Cable, Media and Entertainment
organization.  Mr. Schremp graduated from the University of
Pittsburgh with a double-major in economics and business, and
earned an MBA from Penn State University.

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband      
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

                        Possible Bankruptcy

As reported in the Troubled Company Reporter on May 14, 2008, the
company said that if, at any time, additional capital or borrowing
capacity is required beyond amounts internally generated or
available under the company's credit facilities, it would consider
issuing equity, issuing convertible debt or some other securities,
further reducing the company's expenses and capital expenditures,
selling assets, or requesting waivers or amendments with respect
to the company's credit facilities.

If the above strategies were not successful, the company says it
could be forced to restructure its obligations or seek protection
under the bankruptcy laws.

As reported in the Troubled Company Reporter on March 14, 2008,
Moody's Investors Service affirmed these ratings for Charter
Communications Inc.: (i) corporate family rating: Caa1; (ii)
probability-of-default rating: Caa2; and (iii) senior unsecured
notes: Ca (LGD5 -- 87%).


CHEROKEE INTERNATIONAL: David Robbins Joins Board of Directors
--------------------------------------------------------------
Cherokee International Corp. disclosed the appointment of David H.
Robbins of GSC Group to its Board of Directors effective June 25,
2008.

Mr. Robbins joined GSC Group at its inception in 1999 and is
responsible for sourcing, evaluating and executing control
distressed debt investments.  He was involved in the formation of
GSC's European Mezzanine Group working in its London office for
three years focused on analyzing and executing a variety of
mezzanine transactions.  He was previously with The Blackstone
Group, in the Principal Investment and Mergers and Acquisitions
Groups, where he worked on a variety of private equity and
advisory transactions.  Mr. Robbins is on the board of ATSI
Holdings, International Wire Group, Inc., Kolmar Labs Group, and
Neucel Specialty Cellulose. Mr. Robbins graduated Summa Cum Laude
from the University of Pennsylvania, with a B.S. degree in
Economics.

"We are very fortunate to have David Robbins join our Board of
Directors and continue to represent GSC Group," Jeffrey M. Frank,
Cherokee's president and chief executive officer, said.  "David's
international experience working with GSC's European Mezzanine
Group in London will be very helpful as we continue to evaluate
business opportunities here and abroad.  We welcome his knowledge
and perspective and look forward to his advice and counsel."  

                   Mr. Lukas Resigns from Board

On June 17, 2008, Daniel Lukas resigned from the board of
directors of Cherokee International.  Mr. Lukas' decision to
resign was not the result of any disagreement relating to the
Company's operations, policies or practices.

                   About Cherokee International

Based in Tustin, California, Cherokee International Corp.
(NASDAQ:CHRK) -- http://www.cherokeellc.com/-- is a designer    
and manufacturer of a range of switch mode power supplies for
original equipment manufacturers in the telecommunications,
networking, high-end workstations and other electronic equipment
industries.  The company has offices and manufacturing plants in
Tustin and Irvine, California, Wavre, Belgium, Bombay, India,
Guadalajara, Mexico, and Penang, Malaysia.

                         Going Concern Doubt

Mayer Hoffman McCann P.C. in Orange County, California,
expressed substantial doubt about the company's ability to
continue as a going concern after auditing the consolidated
financial statements of Cherokee International Corporation and
subsidiaries as of Dec. 30, 2007, and Dec. 31, 2006.  The
company's management anticipates that there will be insufficient
cash balances available to repay the outstanding debt at its
maturity.


CHESAPEAKE CORP: Completion of $250MM Credit Facility Delayed
-------------------------------------------------------------
Chesapeake Corporation is working with a group led by GE
Commercial Finance Limited and General Electric Capital
Corporation on a new senior secured credit facility to provide
long-term funding.  The completion of the proposed new credit
facility has been delayed and it will not be completed by the
anticipated end of June date.

In the meantime, the company will continue to rely on its existing
$250 million senior credit facility established in 2004 with a
group led by Wachovia Bank.  The company believes that the
existing credit facility, which does not expire until
February 2009, provides sufficient liquidity for the company's
operating requirements.

The company entered into a commitment letter on May 2, 2008, with
the GE entities to act as lead arranger and underwriter to provide
a $250 million senior secured credit facility to refinance the
outstanding borrowings under the company's 2004 senior credit
facility.

Late in the closing process, while the company and the GE entities
were completing work to satisfy the conditions of the commitment
letter, several issues arose, including an issue related to
the company's entitlement to indemnification for the company's
losses in the Fox River environmental matter.

The Fox River indemnification issue has subsequently been resolved
on a basis that is expected to continue to provide substantial
funds to cover the company's reasonably probable costs related to
the Fox River matter, but the issue contributed to a delay in
completion of the new facility.

Although the commitment letter with the GE entities expires on
July 1, 2008, the company and GE are continuing to work toward a
refinancing.  However, the passage of time is likely to require
some modification to the structure initially proposed.  The
intention remains to finalize a new senior credit facility that
will provide a longer-term funding solution for the company well
before the expiration of the 2004 senior credit facility in
February 2009.

The company is also pursuing options for certain of its non-core
or underperforming assets and substantial progress has been made
on several options that are expected to produce in excess of
$75 million of cash by year-end.

"We believe that the liquidity available under the current 2004
facility is adequate for our current operating requirements," said
Andrew J. Kohut, Chesapeake president & chief executive officer.

"In addition to working on a new credit facility and reducing debt
by sales of assets, we are also reviewing our balance sheet and
exploring alternatives for reducing leverage and improving our
capital structure to better position the company for growth and
profitability and to benefit all our stakeholders."

                About Chesapeake Corporation

Headquartered in Richmond, Virginia, Chesapeake Corporation
(NYSE:CSK) -- http://www.cskcorp.com/-- is a supplier of     
specialty paperboard packaging products in Europe and an
international supplier of plastic packaging products to niche
end-use markets.  Chesapeake has 47 locations in France,
Ireland, United Kingdom, North America, China, HongKong, among
others and employs approximately 5,500 people.  

For the quarter ended March 30, 1008, the company reported
$1,225,100,000 in total assets and $948,100,000 in total
liabilities.

As reported by the Troubled Company Reporter on May 16, 2008,  
Chesapeake Corporation was in compliance with all of its debt
covenants as of the end of the first quarter of fiscal 2008.
However, based on current projections the company may not be in
compliance with the financial covenants under the senior revolving
credit facility at the end of the second quarter of fiscal 2008.


CITICORP MORTGAGE: Fitch Assigns 'B' Rating on $619,000 Certs.
--------------------------------------------------------------
Fitch Ratings has assigned these ratings to Citicorp Mortgage
Securities, Inc.'s REMIC pass-through certificates, series 2008-2:

  -- $195,533,747 classes IA-1, IA-2, IA-PO, IA-IO, IIA-1, IIA-2,
     IIA-PO and IIA-IO senior certificates 'AAA';

  -- $4,123,000 class B-1 'AA';
  -- $2,268,000 class B-2 'A';
  -- $927,000 class B-3 'BBB';
  -- $1,340,000 non-offered class B-4 'BB';
  -- $619,000 non-offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 5.15%
credit enhancement provided by the 2% class B-1, 1.10% class B-2,
0.45% class B-3, 0.65% non-offered class B-4, 0.30% non-offered
class B-5 and 0.65% non-offered and non-rated class B-6.  Fitch
believes the above credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud and special hazard
losses in limited amounts.  In addition, the ratings reflect the
quality of the mortgage collateral, strength of the legal and
financial structures, and CitiMortgage, Inc.'s (CMI; rated 'RPS1'
by Fitch) servicing capabilities as primary servicer.

The certificates represent ownership in a trust fund, which
consists primarily of 375 one- to four-family conventional, fixed-
rate mortgage loans secured by first liens on residential mortgage
properties.  As of the cut-off date (June 1, 2008), the mortgage
pool has an aggregate principal balance of approximately
$206,151,144, a weighted average original loan-to-value ratio of
71.10%, a weighted average coupon of 6.918%, a weighted average
remaining term of 342 months, and an average balance of $549,736.  
The mortgage loans consist of 100% fixed-rate loans.  The weighted
average credit score of the mortgage loans is expected to be
approximately 724.  The loans are primarily located in California
(23.17%), New York (18.41%) and Texas (8.54%).

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  CMSI, a special purpose corporation, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association (rated 'AA-/F1+' by Fitch) will serve as
trustee.  For federal income tax purposes, an election will be
made to treat the trust fund as one or more real estate mortgage
investment conduits.


COATES INT'L: March 31 Balance Sheet Upside-Down by $2,611,915
--------------------------------------------------------------
Coates International Ltd.'s balance sheet at March 31, 2008,
showed $2,659,611 in total assets and $5,271,526 in total
liabilities, resulting in a $2,611,915 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $920,789 in total current assets
available to pay $999,919 in total current liabilities.

The company reported a net loss of $581,194 for the first quarter
ended March 31, 2008, compared with a net loss of $616,388 in the
same period last year.

No revenues were generated for the three months ended March 31,
2008 and 2007.

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?2ecd

                       Going Concern Doubt

Weiser LLP, in New York, expressed substantial doubt about Coates
International Ltd.'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 the
company's recurring losses from operations, negative cash flows
from operations, and stockholders' deficiency.

The company has incurred recurring losses from operations, and as
of March 31, 2008, had a stockholders' deficiency of approximately
$2,612,000.

                    About Coates International

Based in Wall Township, N.J.,  Coates International Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- has recently  
completed final refinements to a patented spherical rotary valve
CSRV Industrial Internal Combustion Engine developed over a period
of more than 6 years and other CSRV applications over 10 years.

The underlying CSRV technology was invented by George J. Coates
and his son Gregory.  The CSRV system is adaptable to combustion
engines of many types.  This technology is currently adapted to a
number of practical applications including industrial generators
powered by engines incorporating the CSRV technology and designed
to run on flare-off gas from oil wells, landfill gas and raw
natural gas.  The company is actively engaged in planning for
production and rollout of these engines.


COMM 2001-J2: Moody's Affirms Caa1 Rating on Class H Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 12 classes of COMM 2001-J2, Commercial
Mortgage Pass-Through Certificates as:

  -- Class A-1, $188,611,427, affirmed at Aaa
  -- Class A-1F, $19,293,066, affirmed at Aaa
  -- Class A-2, $405,000,000, affirmed at Aaa
  -- Class A-2F, $420,000,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class B, $91,840,000, affirmed at Aaa
  -- Class C, $115,910,000, affirmed at Aaa
  -- Class D, $31,636,000, affirmed at Aaa
  -- Class E, $27,639,000, upgraded to Aa2 from A1
  -- Class E-CS, $10,000,000, upgraded to Aa2 from A1
  -- Class E-IO, Notional, upgraded to Aa2 from A1
  -- Class F, $13,550,000, upgraded to Aa3 from A2
  -- Class G, $33,201,000, affirmed at Baa2
  -- Class H, $11,969,332, affirmed at Caa1

Moody's is upgrading Classes E, E-CS, E-IO, and F due to the
overall improving financial performance of the collateralized
assets associated with the certificates as well as the defeasance
of two loans since last review: The Wyndham Anatole Hotel
($134,540,968 - 9.8% of the pooled balance) and Thayer Lodging
Portfolio ($70,021,180 -- 5.1%).

The Certificates are collateralized by seven fixed-rate mortgage
loans and three defeased mortgage loans.  As of the June 16, 2008
distribution date, the transaction's aggregate certificate balance
has decreased by approximately 9.6% to $1.37 billion from $1.51
billion at securitization.

The Citigroup Center Loan ($309.5 million -- 22.6%) is secured by
Citigroup Center, a 59-story Class A office building containing
office, retail, and church space.  The collateral portion of the
property is comprised of approximately 1.6 million square feet of
office and retail space.  Major tenants include Citibank, N.A.
(Moody's Senior Unsecured or equivalent issuer rating Aa3: Outlook
Stable), Kirkland & Ellis and A.T. Kearney.

The property is owned and managed by affiliates of Boston
Properties Inc., a publicly traded real estate investment trust
(Moody's Senior Unsecured or equivalent issuer rating Baa2:
Outlook Stable).  The property is currently 99.6% occupied,
compared to 95.0% at last review.  Moody's net cash flow is
$60.8 million, compared to $53.1 million at last review.

Moody's loan to value ratio is 40.8%, compared to 49.3% at last
review.  Moody's current underlying rating is Aaa, compared to Aa2
at last review.

The Willowbrook Mall Loan ($160.8 million -- 11.7%) is secured by
approximately 496,600 square feet of mall shop space in
Willowbrook Mall, a 1.5 million square foot super-regional mall
located in Wayne, New Jersey.  Willowbrook Mall, considered one of
the top malls in the region, is anchored by Macy's,
Bloomingdale's, Lord & Taylor and Sears.  The borrower is an
affiliate of General Growth Properties, Inc. (Moody's senior
unsecured rating Ba2; stable outlook).

As of December 2007, inline occupancy at the mall was
approximately 97%. Inline tenant sales are down slightly from $569
in 2006 to $555 for 2007.  However, net operating income at the
property has increased 21.0% from 2005 to 2007.  Moody's LTV is
49.3%, compared to 51.2% at last review.  Moody's current
underlying rating is Aaa, the same as last review.

The Guardian Life Building Loan ($122.9 million -- 9.0%) is
secured by three properties located in the financial district of
New York City: Seven Hanover Square, 46 Water Street and 78 Pearl
Street.  As of December 2007 the properties were 100.0% leased.  
The largest tenant, occupying approximately 89.0% of the total
area, is The Guardian Life Insurance Company of America (Moody's
insurance financial strength rating Aa2; stable outlook).

Guardian Life, which has its headquarters in the building,
contributes approximately 92.5% of total base rental revenue with
leases expiring in September 2019.  The loan sponsor is the
Milstein family.  Moody's LTV is 76.9%, compared to 77.6% at last
review.  Moody's current underlying rating is Baa2, the same as at
last review.


CONEXANT SYSTEMS: Bendush, Massengill Joins Board of Directors
--------------------------------------------------------------
William E. Bendush and Matthew E. Massengill have been appointed
to Conexant Systems, Inc.'s board of directors.  With the addition
of Messrs. Bendush and Massengill, the company now has eight
directors.

"I'd like to welcome Bill and Matt to the Conexant board," Scott
Mercer, Conexant's chief executive officer, said.  "We are
fortunate that two seasoned executives with public-company board
experience have chosen to join us as our newest directors.  I am
confident that Bill and Matt will provide invaluable counsel and
insight as we work to improve our competitive position and deliver
increased value to shareholders."

Mr. Bendush, 59, will serve as chairman of the board's Audit
Committee and will sit on the Board Governance and Composition
Committee.  Most recently, he was senior vice president and chief
financial officer at Applied Micro Circuits Corporation.  Prior to
that, he served in the same capacity at Silicon Systems, Inc. for
15 years.  Previously, he held senior financial management
positions at AM International, Inc. and Gulf & Western Industries,
Inc.  Bendush also worked in finance-related positions at
certified public accounting firms Gould, Inc. and Blackman,
Kallick & Company.  He is currently a member of the board of
directors at Microsemi Corporation and is a former director of
Smartflex Systems, Inc.  Mr. Bendush earned a bachelor's degree in
accounting from Northern Illinois University and is a certified
public accountant.

Mr. Massengill, 47, will sit on the Board Governance and
Composition Committee, and on the Compensation and Management
Development Committee.  He spent 22 years with Western Digital
Corporation, serving most recently as chairman of the board and
chief executive officer.  Prior to joining Western Digital,
Massengill spent three years with the Ford Aerospace and
Communications Corporation as a research engineer.  He currently
serves on the boards of Western Digital and Microsemi Corporation.

In addition, he is a director of the Orange County Technology
Action Network, the South Coast Repertory, and THINK Together.  
Mr. Massengill earned a bachelor's degree in engineering from
Purdue University.

The other members of Conexant's board of directors are Steven J.
Bilodeau, Dwight W. Decker, who serves as non-executive chairman,
F. Craig Farrill, Balakrishnan S. Iyer, D. Scott Mercer, and Jerre
L. Stead.

                          About Conexant

Headquartered in Newport Beach, California, Conexant Systems,
Inc. (NASDAQ: CNXT) -- http://www.conexant.com/-- has a   
comprehensive portfolio of innovative semiconductor solutions
includes products for Internet connectivity, digital imaging,
and media processing applications.  Conexant is a fabless
semiconductor company that recorded revenues of US$809 million
in fiscal year 2007.

Outside the United States, the company has subsidiaries in
Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong,
France, Germany, the United Kingdom, Iceland, India, Israel,
Japan, Netherlands, Singapore and Israel.

                      *     *     *

Conexant currently carries Standard & Poor's Ratings Services'
B- rating with a negative outlook.

Moody's Investor Service placed Conexant Systems Inc.'s long term
corporate family and probability of default ratings at 'Caa1' in
October 2006.  The ratings still hold to date with a stable
outlook.


CONGOLEUM CORP: Century Indemnity et al. Balks at Case Dismissal
----------------------------------------------------------------
Century Indemnity Company and three other entities told the U.S.
Bankruptcy Court for the District of New Jersey that they oppose
the dismissal of the chapter 11 case of Congoleum Corporation, or
in the alternative, conversion of the case to a chapter 7
liquidation proceeding, Bankruptcy Data says.

Century related that, together with ACE American Insurance
Company, ACE Property and Casualty Insurance Company, it entered
into a settlement agreement with the Debtors in 2006, Bankruptcy
Data relates.

The objecting party asserted that they "sense that the Court's
rulings have reinvigorated" the Debtors' counsel and bondholders,
Bankruptcy Data reports.  The objecting party further said that it
is likely to request a resolution that is "more consistent" with
the U.S. Bankruptcy Code, the report adds.

                Court Finds 12th Plan Unconfirmable

The Troubled Company Reporter reported on June 17, 2008, that the
Hon. Kathryn C. Ferguson issued a ruling stating that a joint plan
of reorganization filed by the Debtors on Feb. 5, 2008, is not
legally confirmable.

The judge said that the plan "is the 12th plan that has been
put forward in this case.  Regrettably, after a dozen tries and
even with a joint plan supported by the key creditor
constituencies, the Debtors still cannot extricate themselves from
the morass that has made all of their previous plans
unconfirmable."

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

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

                         About Congoleum

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

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

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

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

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

                       Going Concern Doubt

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

Moreover, Ernst & Young LLP, the company's auditor, raised
substantial doubt about the company's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.

Ernst & Young related that the company "has been and continues to
be named in a significant number of lawsuits stemming primarily
from the company's manufacture of asbestos-containing products.  
The company has recorded significant charges to earnings to
reflect its estimate of costs associated with this litigation.


CREDIT SUISSE: Moody's Assigns Junk Rating on Class O Certificate
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes,
downgraded three classes and affirmed 10 classes of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2002-CKS4 as:

  -- Class A-1, $127,826,367, affirmed at Aaa
  -- Class A-2, $708,445,000, affirmed at Aaa
  -- Class A-X, Notional, affirmed at Aaa
  -- Class A-SP, Notional, affirmed at Aaa
  -- Class B, $46,072,000, affirmed at Aaa
  -- Class C, $18,429,000, affirmed at Aaa
  -- Class D, $30,714,000, upgraded to Aaa from Aa1
  -- Class E, $16,893,000, upgraded to Aa2 from Aa3
  -- Class F, $19,965,000, upgraded to A1 from A2
  -- Class G, $15,357,000, upgraded to A3 from Baa1
  -- Class H, $13,822,000, upgraded to Baa2 from Baa3
  -- Class J, $26,107,000, affirmed at Ba1
  -- Class K, $10,750,000, affirmed at Ba2
  -- Class L, $7,679,000, affirmed at Ba3
  -- Class M, $12,285,000, affirmed at B1
  -- Class N, $6,143,000, downgraded to B3 from B2
  -- Class O, $6,143,000, downgraded to Caa1 from B3
  -- Class P, $6,143,000, downgraded to Caa3 from Caa2
  -- Class APM, $4,442,335, upgraded to A1 from A3

Moody's upgraded the ratings of Classes D, E, F, G and H due to
increased defeasance and credit support and overall stable pool
performance.  The upgrade of Class APM is due to improved
performance of the Arbor Place Mall Loan.  The downgrade of
Classes N, O and P is due to increased losses from specially
serviced loans and increased loan to value dispersion.

As of the June 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 12.0%
to $1.08 billion from $1.23 billion at securitization.  The
Certificates are collateralized by 139 loans ranging in size from
less than 1.0% to 9.0% of the pool, with the top 10 non-defeased
loans representing 37.4% of the pool.

The pool includes two loans with investment grade underlying
ratings, representing 15.2% of the outstanding pool balance.  
Twenty-four loans, representing 19.1% of the pool, have defeased
and are collateralized with U.S. Government securities.

Seven loans have been liquidated from the trust resulting in an
aggregate realized loss of approximately $7.0 million.  Currently
seven loans, representing 2.9% of the pool, are in special
servicing.  Moody's has estimated an aggregate loss of
approximately $3.7 million for all of the specially serviced
loans.

Twenty-one loans, representing 12.2% of the pool, are on the
master servicer's watchlist.  The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the Commercial Mortgage Securities Association's monthly reporting
package.  As part of our ongoing monitoring of a transaction,
Moody's reviews the watchlist to assess which loans have material
issues that could impact performance.

Moody's was provided with year-end 2007 operating results for
89.0% of the pool.  Moody's weighted average LTV ratio is 86.3%
compared to 85.0% at Moody's last full review in August 2007 and
87.6% at securitization.

Based on Moody's analysis, approximately 23.6% of the conduit pool
has an LTV in excess of 100.0% compared to 14.7% at last review.  
All of the loans with LTV's above 100.0% are either on the master
servicer's watchlist or in special servicing.

The largest loan with an underlying rating is the Crystal Mall
Loan ($97.3 million -- 9.0%), which is secured by the borrower's
interest in a 801,600 square foot regional mall located in
Waterford, Connecticut.  The center is anchored by Sears, Macy's
and J.C. Penney.

A fourth anchor, Filene's, closed in late 2006 and is being
redeveloped into multi-tenant mall space.  The in-line space was
82.6% occupied as of December 2007 compared to 84.7% at last
review.  The loan sponsor is Simon Property Group.  Moody's
current underlying rating is Baa2, the same as at last review.

The second loan with an underlying rating is the Arbor Place Mall
Loan ($67.7 million - 6.2%), which is the senior portion of a
$72.3 million mortgage loan.  An $4.5 million B-Note is included
in the trust and is the security for non-pooled Class APM.  The
loan is secured by the borrower's interest in a 1.0 million square
foot regional mall located in Douglasville, Georgia, approximately
22 miles west of Atlanta.

The mall is anchored by Dillard's, Parisian, Macy's, Sears, and
J.C. Penney.  As of December 2007, inline occupancy was 99.4%,
essentially the same as last review.  The loan amortizes on a
25-year schedule and has amortized by approximately 10.8% since
securitization.  The loan sponsor is CBL & Associates Properties.  
Moody's current underlying ratings of the senior and B-Note are
Aa3 and A1, respectively, compared to A2 and A3 at last review.

The top three conduit loans represent 11.1% of the pool.  The
largest conduit loan is the SummitWoods Crossing Loan
($45.2 million - 4.2%), which is secured by the borrower's
interest in a 719,600 square foot retail center located in Lee's
Summit, Missouri.  The property was 99.7% leased as of December
2007, essentially the same as last review.  Major tenants include
Target, Lowe's Home Centers and Kohl's.  Moody's LTV is 91.3%
compared to 93.6% at last review.

The second largest conduit loan is the 1650 Arch Street Loan
($43.7 million -- 4.0%), which is secured by a 590,000 square foot
Class A office building located in Philadelphia, Pennsylvania.  
The property was 99.1% occupied as of December 2007, essentially
the same as at last review and at securitization.

The largest tenants are the Environmental Protection Agency (56.3%
NRA; lease expiration May 2013) and Wolf, Block, Schorr and Solis-
Cohen (31.8%; lease expiration July 2011).  Moody's LTV is 75.6%
compared to 76.7% at last review.

The third largest conduit loan is the Old Hickory Mall Loan
($31.9 million - 2.9%), which is secured by the borrower's
interest in a 555,000 square foot regional mall located in
Jackson, Tennessee.  The anchor tenants are Macy's, Sears, Belk
and J.C. Penney.

The in-line shops were 92.6% occupied as of December 2007 compared
to 97.7% at last review.  The loan is on a 25 year amortization
schedule and has amortized 10.8% since securitization.  Moody's
LTV is 72.9% compared to 74.6% at last review.


DELPHI CORP: Solicits Offers for Exhaust Business
-------------------------------------------------
Delphi Corporation said Friday that it is seeking buyers for its
global exhaust business as part of the company's transformation
plan.

The business to be sold relates to the design and manufacture of
the exhaust system front exhaust module including catalytic
converters and exhaust manifolds.  The business serves more than
10 major customers and includes sites in Blonie, Poland; Clayton,
Australia; Gurgaon, India; and Port Elizabeth, South Africa; as
well as joint venture interests in Shanghai, China; and
Monterrey, Mexico; and technical centers in Auburn Hills and
Flint, Michigan; and Bascharage, Luxembourg.

According to Detroit Free Press, the exhaust business is part of
Delphi's powertrain components business.

Delphi has not yet sought the U.S. Bankruptcy Court for the
Southern District of New York's approval to sell the exhaust
business or hold an auction for the business.

Delphi said in a news release that although it is divesting its
exhaust business, it intends to continue to provide full engine
management systems, including air and fuel management, and
combustion and valve-train technology.

Additionally, Delphi's non-equity based alliance with Belgium-
based Bosal Group to offer complete exhaust systems will be
terminated by mutual agreement.  The alliance was announced in
the spring of 2005.  Delphi and Bosal together provided
customized exhaust systems for automotive and commercial vehicle
manufacturers worldwide to meet stringent exhaust emissions
standards and reduce engine noise.

Pending Court approval, Delphi will retain Lincoln International,
a leading global mid-market investment bank, to explore sale
opportunities. Parties interested in Delphi's exhaust business
should contact Robert Satow at (+1) 212.277.8102 or
rsatow@lincolninternational.com.

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.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their proposal
to provide $2,550,000,000 in equity financing to Delphi.

(Delphi Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)      
  

DENNY'S HOLDINGS: Moody's Affirms Ratings, Changes Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service affirmed all the ratings of Denny's
Holdings, Inc. and Denny's Inc. and changed the outlook for the
ratings to negative from stable.  At the same time, Moody's
assigned a speculative grade liquidity rating of SGL-3.

The change in outlook to negative from stable reflects Denny's
weaker than expected operating performance and Moody's view that
the challenging consumer spending environment, historically high
commodity costs, wage increases, and increased competitive
pressures in the breakfast and late night day parts will continue
to impact operating performance over the intermediate term.

The SGL-3 rating reflects adequate liquidity and the expectation
that internally generated cash flow should be sufficient to fund
working capital fluctuations, growth and maintenance capital
expenditures and debt amortization over the next twelve months.  

However, Moody's believes the cushion under the company's
covenants could become modest as covenants tighten in the fourth
quarter of 2008.

The B1 corporate family rating reflects Denny's strong brand
recognition, meaningful scale, and adequate liquidity.  However,
the rating also incorporates the company's lower than expected
operating performance, modest free cash flow generation, high
adjusted financial leverage, and weak coverage.

These ratings were assigned:

Denny's Holdings, Inc.

  -- Speculative Grade Liquidity rating of SGL-3

Ratings affirmed are:

Denny's Holdings, Inc.

  -- Corporate family rating of B1
  -- Probability of default rating of B1
  -- $175 million senior unsecured notes, rated B3 (LGD 5, 84%)
     from B3 (LGD 5, 87%)

Denny's Inc.

  -- $50 million senior secured revolver, rated Ba2 (LGD 2, 19%)
     from Ba2 (LGD 2, 24%)

  -- $260 million senior secured term loan, rated Ba2 (LGD 2, 19%)
     from Ba2 (LGD 2, 24%)

  -- $37 million sr. secured letter of credit, rated Ba2 (LGD 2,
     19%) from Ba2 (LGD 2, 24%)

  -- The rating outlook is negative

Denny's Corporation, a family-style restaurant chain headquartered
in Spartanburg, South Carolina, owned and operated 373 and
franchised 1,177 full-service family dining restaurants as of
March 26, 2008.  Domestic locations are scattered throughout 49
states and the District of Columbia with concentrations in
California, Florida, and Texas.  For the last 12-month period
ending March 2008, the company generated revenues of approximately
$899 million.


DEUTSCHE ALT-A TRUST: Moody's Cuts Ratings of 56 Tranches Issued
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 56
tranches from 7 Option ARM transactions issued by Deutsche Alt-A
Securities Mortgage Loan Trust.  Twenty tranches remain on review
for possible further downgrade.

The collateral backing these transactions consists primarily of
first-lien, 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 are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-3

  -- Cl. M-2, Downgraded to Aa3 from Aa2
  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa3 from A2
  -- Cl. M-6, Downgraded to Ba2 from A3
  -- Cl. M-7, Downgraded to B1 from Baa1
  -- Cl. M-8, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-OA1

  -- Cl. M-1, Downgraded to Aa2 from Aaa
  -- Cl. M-2, Downgraded to Baa1 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
  -- Cl. M-6, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-10, Downgraded to Ca from Ba1

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-OA2

  -- Cl. M-2, Downgraded to Aa2 from Aa1
  -- Cl. M-3, Downgraded to Aa3 from Aa1
  -- Cl. M-4, Downgraded to Baa1 from Aa2
  -- Cl. M-5, Downgraded to Baa3 from Aa3
  -- Cl. M-6, Downgraded to B1 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 Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-OA3

  -- Cl. M-3, Downgraded to Aa3 from Aa2
  -- Cl. M-4, Downgraded to Aa3 from Aa2
  -- Cl. M-5, Downgraded to A2 from Aa3
  -- Cl. M-6, Downgraded to Baa3 from A1
  -- Cl. M-7, Downgraded to Ba3 from A2
  -- Cl. M-8, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to Caa1 from Ba1; Placed Under Review
     for further Possible Downgrade

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-OA4

  -- Cl. M-3, Downgraded to Aa2 from Aa1
  -- Cl. M-4, Downgraded to Aa3 from Aa2
  -- Cl. M-5, Downgraded to A1 from Aa3
  -- Cl. M-6, Downgraded to Baa1 from A1
  -- Cl. M-7, Downgraded to Baa3 from A2
  -- Cl. M-8, Downgraded to B1 from A3
  -- Cl. M-9, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-11, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-OA5

  -- Cl. M-3, Downgraded to Aa2 from Aa1
  -- Cl. M-4, Downgraded to A3 from Aa2
  -- Cl. M-5, Downgraded to Baa3 from Aa3
  -- Cl. M-6, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

Issuer: Deutsche Alt-A Securities, Mortgage Loan Trust Series
2006-OA1

  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to A1 from Aa1
  -- Cl. M-3, Downgraded to A3 from Aa2
  -- Cl. M-4, Downgraded to Baa3 from Aa3
  -- Cl. M-5, Downgraded to B1 from A1
  -- Cl. M-6, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade


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).


DURA AUTOMOTIVE: Emerges from Chapter 11 Protection in Delaware
---------------------------------------------------------------
DURA Automotive Systems, Inc. successfully emerged from Chapter 11
bankruptcy protection.  The company officially concluded its
Chapter 11 reorganization process after meeting all statutory
requirements of its Revised Joint Plan of Reorganization,
including successfully closing their exit financing facilities and
filing associated documentation.  In conjunction with its
emergence, the Company also disclosed its new board of directors.

"[The emergence] marks a fresh start for DURA," Larry Denton,
Chairman and Chief Executive Officer of DURA, said.  "With a
strengthened balance sheet and an improved operational footprint,
DURA is well positioned in the global automotive supplier market.  
We will now be able to operate with greater efficiency and
flexibility, devoting all of the company's focus and resources to
developing and delivering innovative products to the benefit of
our customers and all of our stakeholders."

                      New Board of Directors

DURA's new seven-member Board of Directors represents significant
international, operational, financial and automotive industry
expertise:

Fred Bentley is chief operating officer of Hayes Lemmerz
International, Inc., a worldwide producer of aluminum and steel
wheels.  At Hayes Lemmerz he was instrumental in changing the
company's global operational footprint and introducing lean
manufacturing practices.  Prior to Hayes Lemmerz, Mr. Bentley
served in positions of increasing responsibility at Honeywell
(formerly AlliedSignal) where he rose to the position of Managing
Director, Europe, and Frito-Lay (PepsiCo).

Lawrence A. Denton is former chairman of the board and has been
president and chief executive officer of DURA since January 2003.  
He assumed the role of chairman in 2005.  From 1996 to 2002, Mr.
Denton was president of Dow Automotive, a $1 billion business unit
of the Dow Chemical Company.  Under his leadership, Dow Automotive
became one of the top 100 global suppliers to the automotive
industry, growing from $300 million to more than $1 billion in
revenue in six years.  Prior to that, he spent 24 years with Ford
Motor Company, where he held a variety of senior management
positions.

Steven J. Gilbert is Senior Managing Director and Chairman of Sun
Group (USA).  He is also Chairman of the Board of Gilbert Global
Equity Partners, L.P., a billion dollar private equity fund.  From
1992 to 1997 he was the Founder and Managing General Partner of
Soros Capital L.P. Mr. Gilbert has 35 years of experience in
private equity investing, investment banking and law.  He has
served as a director on the boards of more than 25 companies over
the span of his career, including Office Depot, Inc., Magnavox
Electronic Systems Company, Affinity Financial Group, Inc., GTS-
Duratek, and Parker Pen Limited.

Timothy D. Leuliette is chairman of the board for DURA and is
currently chairman and CEO of Leuliette Partners LLC, an
investment and financial services firm.  He is the former co-
chairman and co-CEO of Asahi Tec and former chairman, president,
and CEO of automotive supplier Metaldyne Corporation.  He has also
served as president & COO of privately held Penske Corporation,
and prior to that president and CEO of ITT Automotive and
executive vice president at ITT.  Over his career he has held
executive and management positions at both vehicle manufacturers
and suppliers and has served on both corporate and civic boards,
including as chairman of the Detroit Branch of the Federal Reserve
Bank of Chicago.

Andrew B. Mitchell is chief executive and chief investment officer
of investment firm Pacificor LLC.  Prior to joining Pacificor, Mr.
Mitchell was a vice president and co-portfolio manager at ING
Funds, and prior to that a vice president and senior analyst at
Merrill Lynch Asset Management.  Mr. Mitchell was also a senior
high yield analyst and assistant vice president at
Wertheim/Schroder Investment Services.  Previous experience also
includes operational experience in the oil refining industry with
Exxon and in the mining and construction industries with Chevron
Resources.

Peter F. Reilly is president and chief operating officer of
Strategic Industries, LLC.  Strategic is a diversified holding
company with subsidiaries in the Automotive and Consumer Products
segments.  He joined the company at its inception in 2000 as the
chief financial officer.  The company was created through a
leveraged buyout by Citicorp Venture Capital from US Industries,
Inc., a Fortune 500 conglomerate, publicly listed on the New York
Stock Exchange.  Mr. Reilly has significant experience
repositioning portfolio companies and helping them capitalize on
international opportunities.  Prior to joining Strategic, he
served as Treasurer for USI and various senior financial positions
with its predecessor, Hanson Industries, PLC and its subsidiaries.

Jeffrey M. Stafeil has strong international and financial
experience and is currently chief financial officer and board
member for Germany-based Klockner Pentaplast, the world's leading
producer of films for the pharmaceutical, food and technology
product packaging market.  Formerly he was the Executive Vice
President and CFO at automotive supplier Metaldyne Corporation,
now Asahi Tec Corporation.  Since 2006 he has served on the board
of directors and is co-chairman of the audit committee for
Meridian Corporation, an automotive supplier that exited
bankruptcy in December 2006.

          Financial Information and New Capital Structure

DURA's exit financing package comprises a $110 million revolving
credit facility, a $50 million European first lien term loan, and
an approximate $84 million U.S. second lien term loan.  In
addition to its exit financing facilities, DURA entered into
various European accounts receivable factoring facilities totaling
approximately EUR65 million.

These exit financing facilities, together with cash from DURA's
balance sheet, will be used in part to finance distributions under
the Plan, providing cash to holders of DIP facility claims,
administrative expense claims, certain priority claims, and
Canadian general unsecured claims.  Other creditors receiving
distributions under the Plan will receive new equity in the
reorganized company to satisfy claims.  Effective Friday, existing
DURA stock has been cancelled and will no longer have value.

"This transaction has significantly strengthened DURA's capital
structure by reducing total net debt from over $1.3 billion to
approximately $180 million, which will significantly reduce the
Company’s interest expense," Nick Preda, DURA's CFO, said.

DURA was advised by AlixPartners, Kirkland & Ellis and Miller
Buckfire in connection with its Chapter 11 reorganization.

                          About DURA

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

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

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

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

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

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


EDWARD BAYER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtors: Edward A. Bayer
         Janine M. Bayer
         9377 Hilliard Road
         Pittsburgh, PA 15237

Bankruptcy Case No.: 08-24148

Chapter 11 Petition Date: June 25, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  dcalaiaro@calaiarocorbett.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

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


EPICEPT CORP: Launches Public Offering of Up to 10 Million Shares
-----------------------------------------------------------------
EpiCept Corporation disclosed a proposed public offering of up to
10 million shares of its common stock, par value $0.0001 per
share, warrants to purchase up to 10 million shares of its common
stock and the issuance of such shares upon exercise of the
warrants.  EpiCept intends to use the net proceeds it receives to
meet its working capital needs and general corporate purposes
through July 2008 and to pay certain fees owed to Hercules
Technology Growth Capital, Inc. Rodman & Renshaw, LLC, a
subsidiary of Rodman & Renshaw Capital Group, Inc. will act as the
exclusive placement agent for the offering.

The proposed public offering is being made pursuant to an
effective registration statement.  The proposed public offering
may be made only by means of a prospectus and prospectus
supplement.  A copy of the preliminary prospectus supplement
relating to the common stock and warrants can be obtained from
Rodman & Renshaw LLC, 1270 Avenue of the Americas, New York, NY
10020, or by calling (212) 356-0549.

In exchange for waiving certain prior financing requirements,
EpiCept agreed to amend certain terms in its senior secured loan
and to issue a warrant to purchase shares of its common stock to
Hercules.  Such amended terms include accelerating payment due
dates, paying amendment and other fees and increasing the
applicable interest rate.

A copy of the Securities Purchase Agreement is available for free
at http://ResearchArchives.com/t/s?2ed1

A copy of the Second Amendment to Security & Loan Agreement is
available for free at http://ResearchArchives.com/t/s?2ed3

A copy of the Common Stock Warrant is available for free at
http://ResearchArchives.com/t/s?2ed4

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

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

                        Going Concern Doubt

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

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

  
ERIK BENHAM: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Erik Benham
        309 East Tunnell Street
        Santa Maria, CA 93454

Bankruptcy Case No.: 08-11432

Chapter 11 Petition Date: June 24, 2008

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Vaughn C. Taus, Esq.
                  (tauslawyer@gmail.com)
                  1042 Pacific Street, Suite D
                  San Luis Obispo, CA 93401

Estimated Assets: $10,000,000 to $50,000,000

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

List of Unsecured Creditors:

   Creditor                     Claim Amount
   --------                     ------------
   Security Pacific Bank         $25,900,000
   845 North Euclid Avenue
   Ontario, CA 91762

   Citi                               $6,478

   Bank of America                    $4,896

   American Express                      $52

   Washington Mutual                      $5


ESTATE FINANCIAL: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Estate Financial Inc.
                806 9th Street Suite 1A
                Paso Robles, CA 93446

Case Number: 08-11457

Involuntary Petition Date: June 25, 2008

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Petitioner's Counsel: Martin J Brill, Esq.
                      (mjb@lnbrb.com)
                      10250 Constellation Blvd Ste 1700
                      Los Angeles, CA 90067
                      Tel: (310) 229-1234
                      Fax: (310) 229-1244
         
   Petitioners                     Nature of Claim   Claim Amount
   -----------                     ---------------   ------------
   Steve Gardality                                     $6,269,768
   3542 Jasmine Crest
   Enclinitas, CA 92024

   Pippin LLC                      management fees       $305,000
   Attn: Jordana Cooper
   POB 702
   Beverly Hills, CA 90213

   San Dimas 18 LLC                management fees       $240,000
   Attn: Jordana Cooper
   POB 702
   Beverly Hills, CA 90213

   Kathleen Scott IRA              loan                   $84,031
   6528 Nancy Road
   Rancho Palos Verdes, CA 90275

   1994 Scott Revocable Trust      loan                   $26,897
   James E. Scott
   Kathleen A Scott
   6528 Nancy Road
   Rancho Palos Verdes, CA 90275


FERRELLGAS LP: Mulls $250 Million Offering of 6-3/4% Senior Notes
-----------------------------------------------------------------
Ferrellgas L.P. plans to commence a private placement to eligible
purchasers of $250 million in aggregate principal amount of 6-3/4%
Senior Notes due 2014.

The notes offered will be substantially similar to, but not part
of the same series as, Ferrellgas L.P.'s outstanding $250 million
aggregate principal amount of 6-3/4% Senior Notes due 2014.  

Ferrellgas L.P. intends to use the net proceeds from the offering
to reduce outstanding indebtedness under its senior unsecured
revolving credit facility.

Headquartered in Overland Park, Kansas, Ferrellgas Partners L.P.
NYSE:FGP) -- http://www.ferrellgas.com/-- is a holding entity  
that conducts no operations and has two direct subsidiaries,
Ferrellgas Partners Finance Corp. and the operating partnership,
Ferrellgas L.P.  Ferrellgas Partners' only significant assets are
its approximate 99% limited partnership interest in the operating
partnership and its 100% equity interest in Ferrellgas Partners
Finance Corp.  Its activities are conducted through its operating
partnership, Ferrellgas L.P.  It is distributor of propane and
related equipment and supplies to customers in the United States.
Its serves more than one million residential, industrial and
commercial, portable tank exchange, agricultural, and other
customers in all 50 states, the District of Columbia and Puerto
Rico.  Its operations include the distribution and sale of propane
and related equipment and supplies with concentrations in the
Midwest, Southeast, Southwest and Northwest regions of the United
States.

                           *     *     *

As reported in the Troubled Company Reporter on June 27, 2008,
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.


FORD MOTOR: Begins Plant-by-Plant Employee Buyouts to Reduce Costs
------------------------------------------------------------------
Ford Motor Company has initiated hourly employee buyouts to cut
costs at U.S. plants that produce sports utility vehicles and
pickup trucks as sales of these products drop, reports Jeff
Bennett of Dow Jones Newswires, citing Ford spokeswoman Ann Marie
Gattari.  The automaker has started offering incentive packages to
workers at Louisville Assembly Plant, Kentucky Truck Plant, and
transmission plants in Batavia and Sharonville in Ohio.

The company had targeted around 8,000 employees to be bought out
plant-by-plant, with around 4,200 people accepting the buyouts
earlier this year, according to a report by Matthew Dolan and Neal
Boudette of the Wall Street Journal, citing company executives
during a meeting with United Auto Workers representatives.

WSJ relates that according to people privy with Ford's plans, the
automaker did not specify its target for overtime cutbacks, but
additional costs related to excess capacity at more than half of
its plants have pushed company officials to believe overtime
control is paramount.

During the meeting, Ford officials said the company would need
to manufacture lesser trucks and shift production to smaller
vehicles -- in response to rising demand in fuel-efficient cars.

"The world has changed dramatically over the past few months for
our business and our industry," Joe Hinrichs, Ford's
manufacturing chief, was quoted by WSJ as saying.  "We know we
must move swiftly to face those challenges -- and we are."

As reported in the Troubled Company Reporter on June 23, 2008,
Ford announced further reductions to its North American truck
production plan while adding more small cars, crossovers and fuel-
efficient powertrains, as the company responds to the continued
deterioration in the U.S. business environment and the accelerated
shift away from large trucks and SUVs.

"As gasoline prices average more than $4 a gallon and consumers
worry about the weak U.S. economy, we see June industry-wide auto
sales slowing further and demand for large trucks and SUVs at one
of the lowest levels in decades," Ford President and CEO Alan
Mulally, said.  "Ford has taken decisive action to respond to this
accelerating shift in customer demand away from large trucks and
SUVs to smaller cars and crossovers, and we will continue to act
swiftly moving forward."

Ford said it will provide more details on changes to its overall
plan when it announces second-quarter financial results in July.  
In the meantime, one shift of production will be eliminated at
Louisville Assembly Plant for mid-size SUVs in the third quarter
and the line speed for large pickups at Kentucky Truck Plant will
be reduced in the third quarter.

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

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

                          *     *     *

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

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

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


FREMONT GENERAL: Selects Patton Boggs as Bankruptcy Counsel
-----------------------------------------------------------
Fremont General Corp. asked the United States Bankruptcy Court for
the Central District of California for permission to employ Patton
Boggs LLP as its bankruptcy counsel.

The firm is expected to render legal services, including the
preparation on behalf of the Debtor of all necessary applications,
motions, complaints, answers, orders, reports, and other legal
papers.  The firm will also give general legal advice with respect
to the powers and duties of the Debtor as a debtor-in-possession
in the case.

In addition to employing the firm, the Debtor asked the Court for
permission to retain Stutman, Treister & Glatt PC as bankruptcy
counsel.

The firm's rates are:

   Professional               Designation       Rate
   ------------               -----------       ----
   Robert W. Jones, Esq.      Partner           $620
   J. Maxwell Tucker, Esq.    Of counsel        $500
   Brent R. McIlwain, Esq.    Partner           $475
   Mike Aiken, Esq.           Associate         $350
   Kristen Beall, Esq.        Associate         $275

The firm told the Court that its members are disinterested persons
and do not hold or represent an interest adverse to the Debtor or
to the estate.

The firm can be reached at:

   Robert W. Jones, Esq.
   2001 Ross Avenue, Suite 3000
   Dallas, TX 75201-8001
   Tel: (214) 758-1500
   Fax: (214) 758-1550

                       About Fremont General

Headquartered in Brea, California, Fremont General Corp. (OTC:
FMNT) -- http://www.fremontgeneral.com/-- is a financial services  
holding company.  The company is engaged in deposit gathering
through a retail branch network located in the coastal and Central
Valley regions of Southern California through Fremont Investment &
Loan.  Fremont Investment & Loan funds its operations through
deposit accounts sourced through its 22 retail banking branches
which are insured up to the maximum legal limit by the FDIC.

Fremont General Corp. owns 100% of the common stock of Fremon
General Credit Corporation, which in turn owns 100% of the common
stock of Fremont Investment & Loan Bank.  The bank has 22 retail
banking branches offering a variety of savings and money market
products well as certificates of deposits across its 22 branch
network.  Customer deposits remain fully insured by the FDIC up to
at least $100,000 and retirement accounts remain insured
separately up to an additional $250,000.

Fremont General Corp. filed for Chapter 11 protection on June 18,
2008, (Bankr. C.D. Calif. Case No.: 08-13421) Scott H. Yun, Esq.
and Whitman L. Holt, Esq. represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its listed total assets of $643,197,000 and total
debts of $320,630,000.


FREMONT GENERAL: Wants Stutman Treister as Co-Counsel
-----------------------------------------------------
Fremont General Corp. asked the United States Bankruptcy Court for
the Central District of California for permission to employ
Stutman, Treister & Glatt PC as its co-counsel.

The Debtor intends to employ Theodore B. Stolman, Esq., Scott H.
Yun, Esq., Whitman L. Holt, Esq., and other members, associates
and of-counsel attorneys of the firm as its co-reorganization
counsel in the case.

The firm, among others, will advise the Debtor regarding matters
of bankruptcy law and assist the Debtor in the negotiation,
preparation, confirmation and implementation of a plan or plans of
reorganization.

In addition to employing the firm, the Debtor asked the Court for
permission to retain Patton Boggs LLP as bankruptcy counsel.

Stutman Treister received from the Debtor compensation in the
aggregate amount of $309,264 for its prepetition services.  In
addition, prior to the bankruptcy filing, the firm received two
retainers paid from the Debtor's operating cash -- $75,000
retainer and $200,000 retainer.  Prior to the bankruptcy filing,
the firm drew down on the retainer leaving a $161,313 balance.

Stutman Treister's hourly rates are:

   Attorney                      $250 to $825
   Paralegal                         $200
   Law Clerk                     $175 to $230

   Theodore B. Stolman, Esq.         $695
   Scott H. Yun, Esq.                $510
   Mark S. Wallace, Esq.             $625
   Whitman L. Holt, Esq.             $325

The Debtor maintains that the firm is a disinterested person and
does not hold or represent an interest adverse to the Debtor or to
the estate.

                       About Fremont General

Headquartered in Brea, California, Fremont General Corp. (OTC:
FMNT) -- http://www.fremontgeneral.com/-- is a financial services  
holding company.  The company is engaged in deposit gathering
through a retail branch network located in the coastal and Central
Valley regions of Southern California through Fremont Investment &
Loan.  Fremont Investment & Loan funds its operations through
deposit accounts sourced through its 22 retail banking branches
which are insured up to the maximum legal limit by the FDIC.

Fremont General Corp. owns 100% of the common stock of Fremon
General Credit Corporation, which in turn owns 100% of the common
stock of Fremont Investment & Loan Bank.  The bank has 22 retail
banking branches offering a variety of savings and money market
products well as certificates of deposits across its 22 branch
network.  Customer deposits remain fully insured by the FDIC up to
at least $100,000 and retirement accounts remain insured
separately up to an additional $250,000.

Fremont General Corp. filed for Chapter 11 protection on June 18,
2008, (Bankr. C.D. Calif. Case No.: 08-13421).  Robert W. Jones,
Esq., at Patton Boggs LLP, is the Debtor's bankruptcy counsel.  
Theodore B. Stolman, Esq., Scott H. Yun, Esq., and Whitman L.
Holt, Esq., at Stutman, Treister & Glatt PC, are the Debtor's co-
counsel.  When the Debtor filed for protection from its creditors,
its listed total assets of $643,197,000 and total debts of
$320,630,000.


GENTILLY RACING: Shareholders Adopt Dissolution & Liquidation Plan
------------------------------------------------------------------
Gentilly Racing Corporation disclosed that at a special meeting of
shareholders held on June 26, 2008, the shareholders adopted a
plan to dissolve and liquidate the corporation.

Bryan G. Krantz, president of the Corporation, was appointed to
act as liquidator.  Mr. Krantz informed the shareholders that,
after reserving funds for certain contingent liabilities, he
anticipated that there would be an initial liquidating
distribution of approximately $2,200 per share, after giving
effect to the 200-to-1 reverse stock split which occurred in
December 2000, with a final liquidating distribution of remaining
funds at the conclusion of the liquidation process.

The initial liquidating distribution is expected to be made in
about 45 days.
    
Gentilly Racing Corporation was known as Fair Grounds Corporation
and operated the Fair Grounds Race Course in New Orleans,
Louisiana prior to the sale of its racing and gaming assets to
Churchill Downs Incorporated in October 2004.


GLOBAL PAYMENT: Posts $1,060,000 Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Global Payment Technologies Inc. reported a net loss of $1,060,000
on net sales of $2,921,000 for the second quarter ended March 31,
2008, compared with a net loss of $1,330,000 on net sales of
$2,802,000 in the same period ended March 31, 2007.

The sales increase was due to increased sales in the gaming
market.

At March 31, 2008, the company's consolidated balance sheet showed
$6,001,000 in total assets, $3,834,000 in total liabilities, and
$2,167,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2ec9

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 31, 2008,
New York-based Eisner LLP expressed substantial doubt about Global
Payment Technologies Inc.'s ability to continue as a going concern
following its audit of the company's consolidated financial
statements for the year ended Sept. 30, 2007.  The auditing firm
pointed to Global Payment's recurring losses and deficiencies in
cash flows from operations.

                      About Global Payment

Headquartered in Bohemia, New York, Global Payment Technologies
Inc. (NasdaqCM: GPTX) -- http://www.gpt.com/-- is a designer,  
manufacturer, and marketer of automated currency acceptance and
validation systems used to receive and authenticate currencies in
a variety of payment applications worldwide.  


GREEKTOWN CASINO: Wants to Assume NRT Corp. Contracts
-----------------------------------------------------
Greektown Casino LLC and its debtor-affiliates ask authority from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
assume contracts with NRT Technology Corp. relating to the use of
cash and ticketing machines.

The Debtors relate that their casinos use modern slot machines
and other video gaming devices that do not accept coins.  
Instead, those slot machines and video gaming devices accept
tickets.  The patrons then insert their cash into a cash and
ticketing machine and receive a ticket of equal value.

The Debtors are currently parties to various contracts with NRT,
whereby NRT agree to supply and maintain certain cash and
ticketing machines used in the Debtors' business operations.

The Debtors' proposed counsel, Michael E. Baum, Esq., at Schafer
and Weiner, PLLC, in Bloomfield Hills, Michigan, relates that the
Debtors' contracts with NRT include:

   (a) A Hardware Maintenance Support Agreement dated May 10,
       2005, in which NRT agrees to maintain and repair the cash
       and ticketing machines located at the Debtors' casino;

   (b) A Software License and Software Support Agreement dated
       May 10, 2005, in which NRT Agrees to maintain, update and
       support software used in the cash and ticketing machine
       operation;

   (c) A Purchase Agreement Order No. 18012 dated March 12, 2008,
       which was for the acquisition of eight new cash and
       ticketing machines; and

   (d) A Lease Agreement for two cash and ticketing machines,
       which has been extended by addendums through August 31,
       2008, and requiring monthly lease payments of $1,500.

Under the Contracts, the Debtors owe these amounts to NRT:

        Contract                                Amount
        --------                                ------
        Hardware & Software Agreement
         for 05/27/08 to 05/26/09              $169,057
         for 05/26/08 to 09/06/08                 3,365

        Purchase Agreement                      299,791

        Lease Agreement                           9,000

Without the use of the cash and ticketing machines, the Debtors'
slot machines and video gaming devices will become practically
useless and their revenue generation ability will be severely
impaired, Mr. Baum contends.

Accordingly, the Debtors seek the Court's authority to assume the
NRT Contracts pursuant to Sections 105(a), 363, and 365 of the
U.S. Bankruptcy Code.

The Debtors propose to assume the Contracts under these terms:

   (a) NRT will accept the Debtors' offer to assume and cure the
       $169,057 Current Amount of the Hardware and Software
       Agreements;

   (b) The 2007 Charges of $3,365 under the Hardware and Software
       Agreements will remain a general unsecured claim;

   (c) NRT will accept the Debtors' offer to assume the Purchase
       Agreement and to pay 10 equal installments of $29,979 in
       relation to that Agreement.  The Purchase Agreement will
       be considered assumed only after the last of the 10
       monthly payments of $29,979 has been made.
              
   (d) NRT will accept the Debtors' proposal to assume the Lease
       Agreement, which will only be considered assumed after the
       last of the remaining 10 monthly payments has been made.

The Debtors' assumption of the NRT Contracts is necessary and
urgent because locating an alternative vendor for NRT would be a
cumbersome and time consuming operation for the Debtors, Mr. Baum
asserts.  There would certainly be a lapse of time between when
NRT would remove its machines and the new vendor would install
its machines, he says.  There would also be significant lost
revenue during the changeover as well as the lost man hours
devoted to locating and contracting with an alternative vendor of
the same quality.  

The Debtors add that they hope to pay all vendors in full through
a Chapter 11 plan and they do not want to incur the cost of
rejection damages.

                       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: U.S. Trustee Balks at Honigman Retention
----------------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 9, asks the
U.S. Bankruptcy Court for the Eastern District of Michigan to deny
Greektown Casino LLC and its debtor-affiliates' request to employ
Honigman Miller Schwartz and Cohn, LLP, as their special counsel.

Paul J. Randel, Esq., at Detroit, Michigan, on behalf of the U.S.
Trustee, notes that the Honigman Application concedes that the
firm is not disinterested and could not qualify for employment as
general counsel under Section 327(a) of the Bankruptcy Code.  
Instead, the Honigman Application seeks the employment of
Honigman under Section 327(e) as special counsel.

Section 327(e) establishes a three prong test.  In re Running
Horse, L.L.C., 371 B.R. 446, 451 (E.D. Ca. 2007).  Mr. Randal
notes that under the Running Horse test, three factors are
considered:

   (1) Specified special purpose
   (2) Adverse interest
   (3) Best interests of the estate

Mr. Randel argues that:

   (a) The Honigman Application does not adequately limit the
       firm's representation to a specified special purpose.  He
       cites that the Application:

       -- describes the firm's "Prepetition Legal Services" as
          broad and involving virtually all of the firm's
          practice areas, and yet the Application seeks to allow
          to continue the firm's "Prepetition Legal Services;"
          and

       -- as drafted, will make it appear that the firm will be
          the mouthpiece for the actual work it performs.

   (b) The Honigman Application does not demonstrate that the
       firm do not represent or hold any interest adverse to the
       Debtors with respect to the specified special purpose.

       Mr. Randel contends that Honigman currently holds and
       represents numerous interests adverse to the Debtors or
       their estates.  Honigman is a creditor of the Debtors; it
       may also become a preference defendant.  The firm has also
       represented or continues to represent the Debtors' equity
       holders and numerous secured creditors.

       Mr. Randel says there exists numerous likely conflicts in
       the Honigman Application:

       -- The Application suggests that Honigman will negotiate
          confidentiality agreements, which would seem likely
          that those agreements would keep some information
          confidential from some of the constituencies
          represented by the firm.

       -- The Honigman Application states that the firm will be
          instrumental in finding a buyer or equity investor,
          which implicitly impacts which of those options is more
          likely to be presented.  

       -- If a sale or an equity investment is anticipated to be
          approved through the plan confirmation process,
          Honigman, as a creditor with a claim of about $500,000,
          would then vote on its approval.

       -- Honigman will be involved in the Debtors' financing
          matters.  The Application, however, does not explain
          how the financing arrangements do not -- and cannot --
          have disparate impacts on all the constituencies
          represented by Honigman.

       -- Litigation, standing alone, is also included in
          Honigman's  duties.  Without identifying the specific
          litigation Honigman will be involved, it is impossible
          to conclude if the firm has or represents no adverse
          interest.

   (c) Additional lawyers necessarily bring additional costs to
       the Debtors' estates.  Nowhere does the Application
       specifically identify a matter that is beyond the skill a
       and experience of the Debtors' general counsel, Shafer &
       Weiner, PLLC.  "It is neither asserted nor demonstrated in
       the [Honigman A]pplication that general counsel cannot
       handle most of the matters identified," Mr. Randel says.

       In addition, the Honigman Application asserts that the
       Debtors will bear a cost to bring Shafer's up to speed on
       matters familiar to Honigman.

                       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: Can Hire Conway Mackenzie as Financial Advisors
-----------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to employ Conway Mackenzie & Dunleavy as their financial
advisors, nunc pro tunc to May 29, 2008.

The United States Trustee for Region 9 also consented to the
Debtors' request.

"The Debtors require the immediate services of CM&D," Ryan D.
Heilman, Esq., counsel to the Debtors, asserted.  Without the
firm's services, the Debtors would lose substantial traction in
discussions regarding postpetition lending and the Debtors could
well fail to obtain their postpetition credit facility, he pointed
out.  Furthermore, the Debtors would be unable to generate
necessary cash flow analyses, budgets, projections, and other
financial documents, and would be effectively financially blind
through the first 20 days of the bankruptcy proceedings.

As financial advisors to the Debtors, Conway Mackenzie is
expected to:

   (a) assist in the preparation of the Debtors' cash collateral
       budgets;

   (b) assist the Debtors in developing a business plan;

   (c) prepare cash flow projections;

   (d) meet with and prepare presentations for creditors, lenders
       and other parties-in-interest;

   (e) assist the Debtors in meeting reporting requirements of
       the Bankruptcy Court;

   (f) assist in developing and preparing a plan of
       reorganization;

   (g) review and make recommendations regarding assumption or
       rejection of leases and contracts; and

   (h) perform other tasks that are agreed upon between the firm
       and the Debtors.

The Debtors will pay for Conway Mackenzie's services according to
the firm's hourly rates, which are:

            Senior Managing Director     $495
            Paraprofessional             $110

The rates of these Conway Mackenzie professionals are:
  
            Professional              Hourly Rate
            ------------              -----------
            Van Conway                   $545
            Charles Moore                $450
            Thomas Gordy                 $435   
            Kevin Berry                  $395
            Michael Fixler               $365
            Tammy Berry                  $285
            Jeffrey Addison              $270
            Alex Calderone               $265
            Andrea Hoffman               $265
            Emily McClain                $215
            Administrative               $115

Before the bankruptcy filing, Conway Mackenzie received
compensation from the Debtors totaling $569,388.  The Debtors also
paid the firm a $200,000 prepetition retainer, to be applied to
postpetition services.

Charles Moore, a senior managing director of Conway Mckenzie &
Dunleavy PLLC, assureed 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 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).


GREENMAN TECH: Subsidiary Files Chapter 7 Petition in Georgia
-------------------------------------------------------------
GreenMan Technologies Inc. disclosed that its inactive GreenMan
Technologies of Georgia Inc. subsidiary has filed a voluntary
petition under Chapter 7 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Middle District of Georgia.

GreenMan Technologies of Georgia Inc. disclosed that due to
significant continued operating losses, it has ceased operations
during early 2006 and disposed of all remaining assets in
March 2006.

All of the proceeds received from that disposition of assets were
retained by its secured lender and GreenMan Technologies of
Georgia Inc. has no assets.  

As a result of the filing, and the ultimate deconsolidation of the
subsidiary from GreenMan Technologies Inc. for financial reporting
purposes, the company anticipates recognizing a one-time, non-cash
miscellaneous gain from discontinued operations of approximately
$2.4 million.

The company does not anticipate any additional material impact to
its business.

                    About GreenMan Technologies

Based in Lynnfield, Massachusetts, GreenMan Technologies Inc.
(OTCBB: GMTI) -- http://www.greenman.biz/-- together with its
subsidiaries, engages in collecting, processing, and marketing
scrap tires in whole, shredded, or granular form in the United
States and Canada.  The company recycles this material into many
interesting and useful applications.  The company markets its
products and services through a direct sales staff.  The company
was founded in 1992 and currently operates processing facilities
in Savage, Minnesota, and Des Moines, Iowa.  The two facilities
process nearly 14 million tires out of the nearly 300 million
scrap tires created in the U.S. each year.

At March 31, 2008, the company's balance sheet showed total
assets of $15,867,782 and total liabilities of $24,766,683,
resulting in a total stockholders' deficit of $8,898,901.  


GREY WOLF: Board Rejects Third $10/Share Proposal from Precision
----------------------------------------------------------------
Grey Wolf Inc.'s board of directors, after a review and
consultation with its financial and legal advisors, determined
that the third unsolicited proposal to acquire Grey Wolf by the
Precision Drilling Trust is not, and is not reasonably likely to
result in, a proposal superior to its pending strategic merger
with Basic Energy Services Inc.

As reported in the Troubled Company Reporter on June 26, 2008,
Grey Wolf received a letter from the board of trustees of
Precision Drilling Trust about a third unsolicited proposal to
acquire Grey Wolf.  The Trust's proposal is to acquire all of Grey
Wolf's common stock for total consideration of $10 per share on a
fully diluted basis, consisting of cash and Trust units at the
election of Grey Wolf's shareholders, subject to proration so that
the cash portion does not exceed 50% of the aggregate offer price.

Grey Wolf's board concluded that pursuing discussions with
Precision is not in the best interests of Grey Wolf stockholders,
particularly in light of Precision's publicly-disclosed refusal to
consider any increase in its final offer.  An effort to seek
clarification of Precision's proposal led Grey Wolf to conclude
that Precision's third offer was truly Precision's final, non-
negotiable offer.

In addition to Precision's public and categorical refusal to
consider an increased offer for Grey Wolf stockholders, the Grey
Wolf board weighed a number of other factors, including:

   -- the Precision proposal undervalues Grey Wolf and offers an
      insufficient premium to Grey Wolf stockholders;

   --the considerable uncertainty in the long-term value of
     Precision's trust units;

   -- the negative outlook for the Canadian drilling and well
      service markets;

   -- the risk of substantial pressure on the market price of
      Precision's trust units after a Precision transaction; and

   -- possible future under-investment by Precision due to high
      debt levels and the need to distribute cash.

The Grey Wolf board still believes that its merger agreement with
Basic Energy Services follows Grey Wolf's long-term strategic plan
and maximizes value for Grey Wolf stockholders.  The board
recommends that stockholders vote for the merger at its special
meeting of stockholders which is scheduled for July 15, 2008.

The Grey Wolf board further explained its analysis of the
Precision proposal, noting that:

   a) Undervaluing of Grey Wolf -- Grey Wolf's board believes that
      Precision's proposal undervalues Grey Wolf based upon peer
      company comparisons and the improvements taking place in
      Grey Wolf's US drilling and well service markets.  The $10.0
      offer by Precision implies, based upon analyst consensus
      estimates, that Grey Wolf is valued at only a 12.0 times
      multiple of 2009 earnings.  In stark contrast, a peer group
      of companies consisting of Nabors Industries Inc.,
      Patterson-UTI Energy Inc., Helmerich and Payne Inc., Union   
      Drilling Inc. and Pioneer Drilling Company are trading at a
      median of 14.0 times 2009 earnings, based on consensus
      analyst estimates.  The Precision offer also values Grey
      Wolf's enterprise value at only a 5.1 times multiple of 2009
      consensus EBITDA.  This again compares to the same peer
      company median of 6.3 times.  Thus, Precision's offer does
      not even bring Grey Wolf to the peer company medians on
      either metric and does not give Grey Wolf stockholders a
      control premium for their investment in Grey Wolf.  Grey
      Wolf's board believes the premium stated in the latest
      Precision proposal is not calculated using the appropriate
      unaffected Grey Wolf stock price as Grey Wolf's stock price
      has likely been temporarily depressed due to both the
      premium offered to Basic Energy Services in that
      transaction.

   b) Insufficient premium to Grey Wolf shareholders -- since the
      day prior to the statement of the Basic Energy Services
      transaction until the day prior to Precision's recent
      proposal, the stock prices of a peer company group that
      includes the peer companies outlined above has appreciated
      by an average of 21.7%.  Applying this level of stock price
      appreciation to Grey Wolf's stock price prior to the
      statement of the Basic Energy Services merger transaction
      results in an unaffected stock price estimate of $9.25.
      Based upon this analysis, the price offered by Precision
      gives Grey Wolf stockholders only an 8% premium, which is
      significantly below the median of premiums paid in
      comparable oilfield service transactions.


   c) Uncertainty in long-term value of Precision's trust units --
      Half the value of Precision's proposal is in the form of its
      trust units.  Grey Wolf's board believes that the long-term
      value of Precision's trust units is uncertain in light of
      scheduled changes in Canadian tax law that would remove
      Precision's tax advantaged status as an income trust and
      subject it to Canadian income taxes with unpredictable
      consequences to the value of its trust units, particularly
      to US investors.

   d) Outlook for Canadian drilling and well service markets --
      Grey Wolf's board believes that the outlook for the Canadian
      drilling and well service markets is negative based on a
      structural oversupply of equipment in both the drilling and
      well service markets.  Utilization rates for Canadian
      drilling rigs are the worst since 1992.  Also, Grey Wolf
      believes that the dampening effect of recent changes to
      Alberta tax laws for oil and gas exploration and production
      companies, that are due to be effective as of Jan. 1, 2009,
      will further reduce demand for Canadian drilling services.
      In contrast, the US oilfield drilling and well service
      markets have been improving steadily since February 2008 as
      a result of commodity prices, steadily increasing permits
      for drilling and the lowest LNG importation in the US since
      2003.  Also contributing to the strength of the US drilling
      and well service markets are significant excitement around
      the burgeoning resource plays such as the Bakken in North
      Dakota, the Marcellus in upper Appalachia, the Piceance in
      Colorado, the Pinedale in Wyoming, the Woodford in Oklahoma,
      the Barnett in Texas and the newly-defined Haynesville in
      Louisiana.  Basic Energy Services product lines are well
      placed to take advantage of these emerging opportunities
      with their geographic positioning and quality assets,
      particularly when combined with Grey Wolf's deep drilling-
      biased assets in the lower 48.

   e) Risk of substantial pressure on trust unit price -- Grey
      Wolf's board believes that its stockholders have different
      investment criteria than Precision's unitholders who own
      Precision's trust units to receive frequent distributions.
      Grey Wolf's focus has been on re-investing cash flow to
      drive future growth.  The Grey Wolf board also believes that
      if a transaction with Precision were consummated, there
      would be substantial turnover in the ownership of
      Precision's trust units as former US stockholders of Grey
      Wolf sell the trust units, placing pressure on the trust
      unit price.

   f) Possible future under investment -- Precision's required
      distribution policy may result in Precision having
      insufficient capital to invest in growth of the post-
      acquisition combined company, particularly in light of the
      cyclicality of the oilfield service sector.  Precision would
      significantly increase its debt load if a transaction with
      Grey Wolf were consummated, which coupled with the required
      distributions could limit the potential for future growth.  
      A Grey Wolf and Basic Energy Services combination creates a
      new, stronger company with higher debt ratings, well
      positioned for continued growth.

   g) Compelling strategic benefits of the basic energy services
      merger -- Grey Wolf's board continues to believe that the
      pending strategic merger with Basic Energy Services
      continues to offer the best value for its stockholders for
      many reasons, including:

      -- the merger offers both near- and long-term value to Grey
         Wolf holders, through the immediate return of capital to
         stockholders and the opportunity to participate in the
         continued growth of the combined entity;

      -- the combined company will have:

         - a broader range of services and the opportunity through
           cross-selling to capture a larger share of customer
           expenditures over the entire life of a well;

         - greater size and scale and enhanced growth prospects,
           including a larger presence in key resource play
           basins;

         - continued financial flexibility and a solid foundation
           to pursue domestic and international growth
           opportunities in a fragmented market;

     -- the combined company is expected to benefit from a lower
        cost of capital;

     -- the transaction is expected to be immediately accretive to
        earnings and cash flow per share; and

     -- the merger preserves the ability to participate in future
        business combinations at potentially higher valuations and
        control premiums than offered by Precision.

Grey Wolf's board has not changed its recommendation that Grey
Wolf's stockholders vote FOR approval of the pending merger
agreement with Basic Energy Services at Grey Wolf's special
meeting of stockholders scheduled for July 15, 2008.  The merger
agreement with Basic Energy Services has not been amended and
remains in effect.

Grey Wolf urges its stockholders to deliver their proxies voting
FOR the merger.  Stockholders needing assistance with their proxy
can contact:

     Georgeson Inc.
     Banks and brokers call: (212) 440-9800
     Grey Wolf stockholders call: (800) 561-3540

                 About Precision Drilling Trust

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

                         About Grey Wolf

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

                          *     *     *

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


GSR MORTGAGE: Moody's Junks Ratings of 3 Tranches from ARM Deals
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 17
tranches from 3 Option ARM transactions issued by GSR Mortgage
Loan Trust.  Six tranches remain on review for possible further
downgrade.  Additionally, 13 tranches were placed on review for
possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, 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 are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: GSR Mortgage Loan Trust 2006-OA1

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-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-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to A3 from Aa1
  -- Cl. M-2, Downgraded to Baa3 from Aa2
  -- Cl. M-3, Downgraded to Ba2 from Aa2
  -- 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 B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa3

Issuer: GSR Mortgage Loan Trust 2007-OA1

  -- Cl. M-2, Downgraded to A1 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 Ba2 from A1
  -- Cl. M-7, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to Ca from Ba2

Issuer: GSR Mortgage Loan Trust 2007-OA2

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B-4, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B-5, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. B-6, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B-7, Placed on Review for Possible Downgrade, currently
     B2


HAIGHTS CROSS: Linda Koons to Resign as EVP and Publisher
---------------------------------------------------------
Linda Koons, the Executive Vice President and Publisher of Haights
Cross Communications, Inc., will be leaving the company effective
June 30, 2008 in order to pursue other interests.

Ms. Koons has served as Executive Vice President and Publisher
since March 2004.  Prior to that Ms. Koons was a private
consultant to major publishers and national education
organizations.  From 1990 – 2002, Ms. Koons held various senior
management positions at Scholastic Inc., as Senior Vice President
& Publisher of the Education Group with responsibility for
publishing, marketing, and sales of core and supplementary
products; Vice President of the Supplementary Publishing Division,
Vice President of the Early Childhood Division, and Editor-in-
Chief of Reading.  She was also Director of School Product
Development for the Walt Disney Company.  From 1981 – 1990, Ms.
Koons held numerous editorial management positions at Silver
Burdett & Ginn and before that was a senior editor with Charles E.
Merrill Publishing Company.

Ms. Koons has a Masters degree in Education from Bowling Green
State University and a Bachelor of Arts degree from Wittenberg
University.

                       About Haights Cross

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications Inc. -- http://www.haightscross.com/-- is an    
educational and library publisher dedicated to creating the finest
books, audio products, periodicals, software and online services,
serving the following markets: K-12 supplemental education, public
library and school publishing, audio books, and medical continuing
education publishing.  Haights Cross companies include:
Sundance/Newbridge Educational Publishing, Triumph Learning,
Buckle Down/Options Publishing, Recorded Books, and Oakstone
Publishing.

Haights Cross Communications Inc.'s consolidated balance sheet at
March 31, 2008, showed $331.0 million in total assets and
$487.6 million in total liabilities, resulting in a $156.6 million
total stockholders' deficit.

                      Going Concern Doubt

Ernst & Young, LLP, in New York, expressed substantial doubt about
Haights Cross Communications 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 said that the company has substantial debt maturing
in August 2008 and there is no certainty that the company will be
able to repay or refinance this debt.


HARBORVIEW: Moody's Cuts Ratings of 186 Tranches from ARM Deals
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 186
tranches from 32 Option ARM transactions issued by Harborview.  
Forty four tranches remain on review for possible further
downgrade.  Additionally, 56 tranches were placed on review for
possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, 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 are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: HarborView Mortgage Loan Trust 2004-10

  -- Cl. B-3, Downgraded to Baa3 from Baa2

Issuer: HarborView Mortgage Loan Trust 2004-11

  -- Cl. X-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to A1 from Aa2
  -- Cl. B-2, Downgraded to Baa2 from A2
  -- Cl. B-3, Downgraded to B1 from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba2

Issuer: HarborView Mortgage Loan Trust 2004-8

  -- Cl. B-4, Downgraded to Ba3 from Ba2

Issuer: HarborView Mortgage Loan Trust 2005-1

  -- X-PO-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-PO-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. X-IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-2, Downgraded to A3 from A2
  -- Cl. B-3, Downgraded to Ba1 from Baa2

Issuer: HarborView Mortgage Loan Trust 2005-10

  -- Cl. B-2, Downgraded to A1 from Aa2
  -- Cl. B-3, Downgraded to A3 from Aa3
  -- Cl. B-4, Downgraded to Baa2 from A1
  -- Cl. B-5, Downgraded to Ba1 from A2
  -- Cl. B-6, Downgraded to Ba3 from A3
  -- Cl. B-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to Caa2 from Baa3

Issuer: HarborView Mortgage Loan Trust 2005-11

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

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-2, Downgraded to Baa1 from A2
  -- Cl. B-3, Downgraded to B3 from Baa2

Issuer: HarborView Mortgage Loan Trust 2005-12

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-B, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. PO-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO-B, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. X-2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO-2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO-2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa3 from Aa2
  -- Cl. B-2, Downgraded to B1 from A2
  -- Cl. B-3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: HarborView Mortgage Loan Trust 2005-13

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

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-1, Downgraded to Baa1 from Aa2
  -- Cl. B-2, Downgraded to B1 from A2
  -- Cl. B-3, Downgraded to B2 from Baa1
  -- Cl. B-4, Downgraded to Caa2 from Baa2
  -- Cl. B-5, Downgraded to Ca from Ba2

Issuer: HarborView Mortgage Loan Trust 2005-14

  -- Cl. B-1, Downgraded to A3 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to B2 from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba3
Issuer: HarborView Mortgage Loan Trust 2005-15

  -- Cl. PO-B, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. X-B, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B-1, Downgraded to Aa2 from Aa1
  -- Cl. B-2, Downgraded to A2 from Aa2
  -- Cl. B-3, Downgraded to Baa1 from Aa3
  -- Cl. B-4, Downgraded to Baa3 from A1
  -- Cl. B-5, Downgraded to Ba3 from A2
  -- Cl. B-6, Downgraded to B2 from A3
  -- Cl. B-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to Caa1 from Baa3
  -- Cl. B-10, Downgraded to Ca from Ba2

Issuer: HarborView Mortgage Loan Trust 2005-16

  -- Cl. PO-B, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. X-B, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B-1, Downgraded to A1 from Aa1
  -- Cl. B-2, Downgraded to Baa1 from Aa2
  -- Cl. B-3, Downgraded to Baa3 from Aa3
  -- Cl. B-4, Downgraded to Ba3 from A1
  -- Cl. B-5, Downgraded to B1 from A2
  -- Cl. B-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to Caa1 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to Ca from Ba3
  -- Cl. B-10, Downgraded to Ca from B3

Issuer: HarborView Mortgage Loan Trust 2005-2

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

  -- Cl. B-1, Downgraded to Aa3 from Aa2
  -- Cl. B-2, Downgraded to Baa2 from A2
  -- Cl. B-3, Downgraded to B1 from Baa2

Issuer: HarborView Mortgage Loan Trust 2005-5

  -- Cl. PO-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Aa3 from Aa2
  -- Cl. B-2, Downgraded to Baa2 from A2
  -- Cl. B-3, Downgraded to B1 from Baa2

Issuer: HarborView Mortgage Loan Trust 2005-7

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-B1, Downgraded to Baa1 from Aa2
  -- Cl. 1-B2, Downgraded to Ba3 from A2
  -- Cl. 1-B3, Downgraded to Caa2 from Baa2
  -- Cl. 2-B1, Downgraded to A3 from Aa2
  -- Cl. 2-B2, Downgraded to Ba1 from A2
  -- Cl. 2-B3, Downgraded to Caa1 from Baa2

Issuer: HarborView Mortgage Loan Trust 2005-8

  -- Cl. 2-POB, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-XB, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-B1, Downgraded to Aa2 from Aa1
  -- Cl. 1-B2, Downgraded to A1 from Aa2
  -- Cl. 1-B3, Downgraded to A3 from Aa3
  -- Cl. 1-B4, Downgraded to Baa2 from A1
  -- Cl. 1-B5, Downgraded to Ba1 from A2
  -- Cl. 1-B6, Downgraded to B1 from A3
  -- Cl. 1-B7, Downgraded to B2 from Baa1
  -- Cl. 1-B8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-B9, Downgraded to Caa1 from Baa3
  -- Cl. 2-B1, Downgraded to A2 from Aa2
  -- Cl. 2-B2, Downgraded to Ba2 from A2
  -- Cl. 2-B3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- l. 2-B4, Downgraded to Caa1 from Baa3

Issuer: HarborView Mortgage Loan Trust 2006-1

  -- Cl. 2-A1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa3 from Aa1
  -- Cl. B-2, Downgraded to Ba1 from Aa2
  -- Cl. B-3, Downgraded to Ba3 from Aa3
  -- Cl. B-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Ba2
  -- Cl. B-8, Downgraded to Ca from B2
  -- Cl. B-9, Downgraded to Ca from B3
  -- Cl. B-10, Downgraded to Ca from Caa1

Issuer: HarborView Mortgage Loan Trust 2006-10

  -- Cl. B-2, Downgraded to A1 from Aa1
  -- Cl. B-3, Downgraded to A3 from Aa1
  -- Cl. B-4, Downgraded to Ba2 from Aa2
  -- Cl. B-5, Downgraded to B1 from A1
  -- Cl. B-6, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Ba1

Issuer: HarborView Mortgage Loan Trust 2006-12

  -- Cl. B-2, Downgraded to Aa3 from Aa1
  -- Cl. B-3, Downgraded to Baa1 from Aa2
  -- Cl. B-4, Downgraded to Ba3 from Aa3
  -- Cl. B-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Baa3

Issuer: HarborView Mortgage Loan Trust 2006-4

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO-B, Placed on Review for Possible Downgrade, currently
     Aaa

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

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-B, Placed on Review for Possible Downgrade, currently
     Aaa

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

  -- Cl. B-1, Downgraded to Baa2 from Aa1
  -- Cl. B-2, Downgraded to Ba3 from Aa2
  -- Cl. B-3, Downgraded to B2 from Aa2
  -- Cl. B-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-8, Downgraded to Ca from Ba2
  -- Cl. B-9, Downgraded to Ca from B3
  -- Cl. B-10, Downgraded to Ca from Caa1

Issuer: HarborView Mortgage Loan Trust 2006-5

  -- Cl. 2-A1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO-B, 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-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba3 from Aa1
  -- Cl. B-2, Downgraded to Caa1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa2
  -- Cl. B-5, Downgraded to Ca from Ba1
  -- Cl. B-6, Downgraded to Ca from Ba2
  -- Cl. B-7, Downgraded to Ca from B1
  -- Cl. B-8, Downgraded to Ca from B2
  -- Cl. B-9, Downgraded to Ca from B3

Issuer: HarborView Mortgage Loan Trust 2006-7

  -- Cl. B-1, Downgraded to A2 from Aa1
  -- Cl. B-2, Downgraded to Ba1 from Aa2
  -- Cl. B-3, Downgraded to Ba3 from Aa3
  -- Cl. B-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Baa3

Issuer: HarborView Mortgage Loan Trust 2006-8

  -- Cl. B-2, Downgraded to Aa3 from Aa2
  -- Cl. B-3, Downgraded to A1 from Aa2
  -- Cl. B-4, Downgraded to Ba3 from A1
  -- Cl. B-5, Downgraded to B2 from A2
  -- Cl. B-6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-8, Downgraded to Ca from Ba2

Issuer: HarborView Mortgage Loan Trust 2006-9

  -- Cl. B-2, Downgraded to Baa1 from Aa1
  -- Cl. B-3, Downgraded to Baa3 from Aa1
  -- Cl. B-4, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Ba2

Issuer: HarborView Mortgage Loan Trust 2006-BU1

  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to B1 from Baa2
  -- Cl. M-9, Downgraded to Ca from Ba2

Issuer: HarborView Mortgage Loan Trust 2006-CB1

  -- Cl. 2-PO, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-B1, Downgraded to Ba3 from Aa2
  -- Cl. 2-B2, Downgraded to Ca from Ba2
  -- Cl. 2-B3, Downgraded to Ca from Caa1
  -- Cl. 2-B4, Downgraded to Ca from Caa2

Issuer: HarborView Mortgage Loan Trust 2006-SB1

  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa1
  -- Cl. M-3, Downgraded to Ba1 from Aa2
  -- Cl. M-4, Downgraded to B1 from A1
  -- Cl. M-5, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Baa2
  -- Cl. M-7, Downgraded to Ca from Ba1

Issuer: HarborView Mortgage Loan Trust 2007-1

  -- Cl. B-3, Downgraded to Aa2 from Aa1
  -- Cl. B-4, Downgraded to A1 from Aa1
  -- Cl. B-5, Downgraded to Ba2 from Aa2
  -- Cl. B-6, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to Ca from Baa3

Issuer: HarborView Mortgage Loan Trust 2007-2

  -- Cl. 1A-1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa3 from Aa1
  -- Cl. B-2, Downgraded to B2 from Aa2
  -- Cl. B-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Ba3
  -- Cl. B-8, Downgraded to Ca from B3

Issuer: HarborView Mortgage Loan Trust 2007-3

  -- Cl. B-3, Downgraded to A1 from Aa2
  -- Cl. B-4, Downgraded to Baa3 from Aa3
  -- Cl. B-5, Downgraded to Ba3 from A1
  -- Cl. B-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to Ca from Ba2

Issuer: HarborView Mortgage Loan Trust 2007-4

  -- Cl. 1A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa3 from Aa1
  -- Cl. B-2, Downgraded to Ba2 from Aa2
  -- Cl. B-3, Downgraded to Ba3 from Aa3
  -- Cl. B-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Ba2
  -- Cl. B-8, Downgraded to Ca from B1

Issuer: HarborView Mortgage Loan Trust 2007-5

  -- Cl. B-6, Downgraded to Baa3 from Baa1
  -- Cl. B-7, Downgraded to B2 from Baa3
  -- Cl. B-8, Downgraded to Ca from Ba2

Issuer: HarborView Mortgage Loan Trust 2007-6

  -- Cl. B-7, Downgraded to Baa2 from A2
  -- Cl. B-8, Downgraded to B1 from A3
  -- Cl. B-9, Downgraded to Ca from Baa3


HARBORVIEW: Moody's Junks Six Tranches from Alt-A Transactions
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 17
tranches from 4 Alt-A transactions issued by Harborview.  Six
tranches remain on review for possible further downgrade.  
Additionally, 4 tranches were placed on review for possible
downgrade.

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

Complete rating actions are:

Issuer: HarborView Mortgage Loan Trust 2005-14

  -- Cl. B-1, Downgraded to A3 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Ba3

Issuer: HarborView Mortgage Loan Trust 2006-11

  -- Cl. A-1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba1 from Aa1
  -- Cl. B-2, Downgraded to B1 from Aa2
  -- Cl. B-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-6, Downgraded to Ca from Ba1

Issuer: HarborView Mortgage Loan Trust 2006-14

  -- Cl. B-4, Downgraded to A2 from Aa2
  -- Cl. B-5, Downgraded to Ba3 from A1
  -- Cl. B-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Baa3

Issuer: HarborView Mortgage Loan Trust 2006-3

  -- Cl. 1A-1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A-1B, Placed on Review for Possible Downgrade, currently
     Aaa

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

  -- Cl. B-1, Downgraded to B1 from Aa2
  -- Cl. B-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from B3


HAVEN HEALTHCARE: Formation Capital Backs Out on $84MM Purchase
---------------------------------------------------------------
Christopher Scinta of Bloomberg News reports that Georgia-based  
investment firm, Formation Capital LLC, withdrew its
$84.75 million offer to acquire Haven Healthcare Management LLC.

Haven Healthcare and Formation Capital have reached a sale
agreement, wherein Genesis Healthcare, who provide long-term care
services in New England, will assume management and operational
responsibilities for Haven Healthcare's facilities on behalf of
Formation Capital.  The agreement was expected to complete on Aug.
1, 2008.

"The parties were unable to resolve a number of outstanding
issues," Mr. Scinta quotes a Formation Capital spokeswoman.

In May 2008, LifeHouse Retirement Properties Inc. expressed its
willingness to buy Haven Healthcare for $105 million of which all
proceeds of the sale would be paid to creditors.  But pulled out
its bid later, according to Bloomberg.

Several parties filed objections to the sale including Daina G.
Adams, the U.S. Trustee for Region 2, and the Official Committee
of Unsecured Creditors, saying the proposed sale would fail to
provide a return to the unsecured creditors of Haven Healthcare.

According to papers filed with the Court, Haven Healthcare's DIP
lender, CapitalSource Finance LLC, which provided $50 million in
postpetition financing, will not continue to finance the Debtors
to consummate the sale of their assets beyond the end of July
2008.

                      About Haven Healthcare

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP serves as the Debtors' counsel.  
Kurtzman Carson Consultants LLC is the Debtors' claims and
noticing agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts between $1 million to $100 million.  The Debtors'
consolidated list of 50 largest unsecured creditors showed total
claims of more than $20 million.

                            *    *    *

As of Feb. 29, 2008, the Debtors' balance sheet showed total
assets of $25,965,631 and total liabilities of $38,597,720
resulting in a  $12,632,089 stockholders' deficit.


HEXION SPECIALTY: Says Huntsman's Suit Against Apollo is Baseless
-----------------------------------------------------------------
Hexion Specialty Chemicals Inc. issued a statement in response to
a suit filed by Huntsman Corp. in Texas:

"It is unfortunate that Huntsman has chosen to file a baseless
lawsuit against Apollo and to personally sue two of its
principals.  Huntsman's Texas suit violates a clear provision of
the merger agreement which requires that any litigation be brought
exclusively in the State of Delaware.  As we alleged in our suit,
primarily due to Huntsman's underperformance, we believe that
consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.  In fact, Huntsman's suit does not dispute that the
combined company would be insolvent.  We believe Huntsman's
lawsuit is wholly without merit."

As reported in the Troubled Company Reporter on June 24, 2008,
Huntsman Corp. filed a suit against Apollo Management L.P.
and partners Leon Black and Joshua Harris in Conroe, Texas, for
fraud and tortuous interference in connection with inducing
Huntsman to terminate its merger agreement with Basell AF, a Dutch
manufacturer, to enter into a merger agreement with Apollo
affiliate Hexion Specialty Chemicals instead.  

The TCR disclosed on June 20, 2008, that Hexion Specialty and
related entities filed a suit in the Delaware Court of Chancery to
declare its contractual rights with respect to a $10.6 billion
merger agreement, which includes the assumption of debt, with
Huntsman.

In the petition filed, Huntsman seeks a jury trial to determine
the defendants' liability to Huntsman for actual damages exceeding
$3 billion, plus exemplary damages.

                   About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of   
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting     
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.  


HOWARD REAL ESTATE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Howard Real Estate Investments, LLC
        142 Stewart Street
        Waynesburg, PA 15370

Bankruptcy Case No.: 08-24160

Related Information: John W. Howard, managing member, filed the
                     petition on the Debtor's behalf.

Debtor-affiliates filing separate chapter 11 petitions:

   Entity                                Case No.   Petition Date
   ------                                --------   -------------
   John Howard Chrysler Jeep Dodge Inc.  08-20777    Feb. 7, 2008
   (common ownership with Debtor)

   John Howard Pontiac-Buick-GMC Inc.    08-22223    Apr. 4, 2008
   (common ownership with Debtor)

   John W. Howard                        08-22224    Apr. 4, 2008
   (owner)

Judge Jeffrey A. Deller presides over the cases.

Chapter 11 Petition Date: June 25, 2008

Court: Western District of Pennsylvania (Pittsburgh)

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

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

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

The Debtor did not file a list of unsecured creditors.


HUNTSMAN CORP: Suit Against Apollo is Baseless, Hexion Says
-----------------------------------------------------------
Hexion Specialty Chemicals Inc. issued a statement in response to
a suit filed by Huntsman Corp. in Texas:

"It is unfortunate that Huntsman has chosen to file a baseless
lawsuit against Apollo and to personally sue two of its
principals.  Huntsman's Texas suit violates a clear provision of
the merger agreement which requires that any litigation be brought
exclusively in the State of Delaware.  As we alleged in our suit,
primarily due to Huntsman's underperformance, we believe that
consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.  In fact, Huntsman's suit does not dispute that the
combined company would be insolvent.  We believe Huntsman's
lawsuit is wholly without merit."

As reported in the Troubled Company Reporter on June 24, 2008,
Huntsman Corp. filed a suit against Apollo Management L.P.
and partners Leon Black and Joshua Harris in Conroe, Texas, for
fraud and tortuous interference in connection with inducing
Huntsman to terminate its merger agreement with Basell AF, a Dutch
manufacturer, to enter into a merger agreement with Apollo
affiliate Hexion Specialty Chemicals instead.  

The TCR disclosed on June 20, 2008, that Hexion Specialty and
related entities filed a suit in the Delaware Court of Chancery to
declare its contractual rights with respect to a $10.6 billion
merger agreement, which includes the assumption of debt, with
Huntsman.

In the petition filed, Huntsman seeks a jury trial to determine
the defendants' liability to Huntsman for actual damages exceeding
$3 billion, plus exemplary damages.

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting     
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

                    About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of   
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                           *     *     *

Moody's Investor Service placed Huntsman Corporation's corporate
family rating at Ba3 in June 2007.  The rating still holds to
date.


IAC/INTERACTIVECORP: Taking $300MM Goodwill Writedown for Unit
--------------------------------------------------------------
IAC/InterActiveCorp will take an estimated $300 million charge to
write down the goodwill value of its Cornerstone Brands catalog
business, reflecting in part significant deterioration in the
macro economic environment for retailers.
  
IAC performed a test of the goodwill of its Retailing reporting
units, HSN and Cornerstone Brands, during June 2008.  The timing
of IAC's second quarter goodwill impairment test was accelerated,
in part, due to the filing of an amendment, on June 26, 2008, to
the Form 10 of HSN Inc., which was initially filed in connection
with the planned spin-off of HSNi.  HSNi is a newly formed
subsidiary of IAC which will hold HSN and Cornerstone upon the
consummation the spin-off.

IAC prepared discounted cash flow analyses and reviewed the
resulting valuations in the context of implied valuations based
upon market multiples of EBITDA and the expected trading range of
value of HSNi after the spin-off.  Based upon these analyses, IAC
believes that the goodwill of its HSN reporting unit is not
impaired.

However, IAC believes that the goodwill of Cornerstone is
impaired.  This impairment is due, in part, to the significant
deterioration in the macro economic environment for retailers,
particularly in the home and apparel categories, and the negative
impact of these markets on Cornerstone's performance and the
related reduction in market valuations for retailers.

The effect of these market conditions has been exacerbated by
execution issues and turnover of management of certain catalogs
within Cornerstone.  Cornerstone is expected to incur an operating
loss for the first six months of 2008 compared to operating income
of $13.7 million in the comparable year ago period.  While IAC
expects full year profitability for Cornerstone, its results are
expected to be significantly lower than 2007.

IAC said that the aforementioned charge is an estimate and IAC
does not expect the final analysis to be materially different.

                           About IAC

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

                           *     *     *

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


IAC/INTERACTIVECORP: To Get $750MM Dividend Fee from Ticketmaster
-----------------------------------------------------------------
Ticketmaster will likely take on about $750 million in debt and
have $450 million in cash as it is spun off from parent
IAC/InterActiveCorp, various reports say.

Reports, citing IAC chief financial officer Thomas McInerney,  
said that Ticketmaster and sibling units HSN and Interval
International would initially be capitalized with net debt as they
are spun off.  

The $750 million will be used to pay a dividend to its former
parent, Mr. Tom McInerney said, according to Bloomberg News.  The
units will also make dividend payments.  The Wall Street Journal
reports that the size of the Ticketmaster payment means IAC is
likely to get more than $1 billion from the payments.

WSJ says that the mortgage-loan service Lending Tree, is exempted
from paying a dividend because it was troubled by the housing-
market slump.

According to WSJ, dividend payments are a common way for
conglomerates spinning off units to transfer cash to the parent
company from the unit.  It is most useful when the conglomerate is
carrying a heavy debt load and can use the cash to pay down debt,
WSJ relates.  The dividends are a way for the parent company to
transfer debt to its newly independent units, WSJ adds.

In IAC's case, the New York company has a significant amount of
cash -- $1.2 billion as of March 31 -- and less than that in debt,
WSJ says.  The payments will strengthen the company's balance
sheet, WSJ sates.

WSJ indicates that once the split is completed, IAC chairman and
CEO Barry Diller will have to decide what to do with the dividend
windfall.

                           About IAC

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

                           *     *     *

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


IBIS TECHNOLOGY: Gets Nasdaq Notice on Bid Price Noncompliance
--------------------------------------------------------------
Ibis Technology Corporation (Nasdaq GM: IBIS) received an
additional letter from the Nasdaq Stock Market dated June 11, 2008
notifying the Company that the bid price of the Company's Common
Stock had closed less than $1.000 per share over the previous 30
consecutive business days, and as a result, the Company does not
comply with Nasdaq Marketplace Rule 4450(a)(5).

The Company previously announced that it received a letter on
December 10, 2007 from Nasdaq advising that, for the previous 30
consecutive business days, the bid price of the Common Stock had
closed below the minimum $1.00 per share requirement. The Company
was provided 180 calendar days from the letter date, or until June
9, 2008, to regain compliance. In its most recent letter, Nasdaq
provided formal notification that, because the Company had not
regained compliance with the rule, the Nasdaq Listing
Qualifications Panel will consider the matter in rendering a
determination regarding the Company's continued listing on the
Nasdaq Global Market.

The Company participated in a Panel hearing on June 5, 2008 to
address the delayed filing of the Company's Form 10-K and the Form
10-Q, as well as additional compliance concerns. The Panel is
currently considering the Company's request for continued listing.
The Company had until June 18, 2008 to present its views to the
Panel in writing with respect to minimum bid price deficiency.
There can be no assurance the Panel will grant the Company's
request for continued listing.

On April 22, 2008, the Company announced that it received a Nasdaq
letter dated April 16, 2008 advising that Nasdaq had not received
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, as required by Nasdaq Marketplace Rule
4310(c)(14). On May 23, 2008, the Company announced that it
received a letter from Nasdaq dated May 19, 2008 informing the
Company that Nasdaq had not received the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2008, as
required by Nasdaq Marketplace Rule 4310(c)(14). On May 28, 2008,
the Company filed its Form 10-K for the year ended December 31,
2008 and, on June 2, 2008, filed Amendment No. 1 to correct
certain inadvertent omissions. The Company intends to file the
Form 10-Q as soon as reasonably practicable.

On June 3, 2008, the Company announced that it received a letter
from Nasdaq dated May 29, 2008 informing the Company that it does
not comply does not comply with the minimum $10,000,000
stockholders' equity requirement, as required by Marketplace Rule
4450(a)(3).

On April 28, 2008, the Company announced that it had received a
Nasdaq letter dated April 23, 2008 notifying the Company that for
the last 30 consecutive trading days, the Company's Common Stock
had not maintained the minimum market value of publicly held
shares of $5,000,000, as required for continued inclusion by
Nasdaq Marketplace Rule 4450(a)(2). The Company has been provided
90 calendar days, or until July 22, 2008, to regain compliance.
The MVPHS of Common Stock must be $5,000,000 or greater for a
minimum of 10 consecutive trading days to comply. If compliance
with Nasdaq Marketplace Rule 4450(a)(2) cannot be demonstrated by
July 22, 2008, the Nasdaq Staff will provide written notification
that the matter is an additional basis for delisting.

                       About Ibis Technology

Ibis Technology Corporation (Nasdaq GM: IBIS) --
http://www.ibis.com/-- is a provider of oxygen implanters for the
production of SIMOX-SOI (Separation-by-Implantation-of-Oxygen
Silicon-On-Insulator) wafers for the worldwide semiconductor
industry.  Headquartered in Danvers, Massachusetts, Ibis
Technology is traded on Nasdaq under the symbol IBIS.

                      Going Concern Doubt

In a letter dated May 22, 2008, KPMG LLP raised substantial doubt
on the ability of Ibis Technology 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 pointed to
the company's recurring losses from operations.

The company posted a net loss of $8,539,812 on total net sales and
revenues of $951,191 for the year ended Dec. 31, 2007, as compared
with a net income of $404,885 on total net sales and revenues of
$13,987,419 in the prior year.


IDLEAIRE TECHNOLOGIES: Saul Ewing Approved as Panel's Counsel
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized the Official Committee of Unsecured Creditors of
IdleAire Technologies Corporation to retain Saul Ewing LLP as
its counsel.

As reported in the Troubled Company Reporter on June 12, 2008,
Saul Ewing is expected to:

   a) advise the Committee with respect to its rights, duties and
      powers in this Chapter 11 case;

   b) assist and advise the Committee in its consultations with
      the Debtor relative to the administration of this Chapter 11
      case;

   c) assist the Committee in analyzing the claims of the Debtor's
      creditors and its capital structure and in negotiating with
      holders of claims and equity interest;

   d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition oft he
      Debtor and of the operation of the Debtor's business;

   e) assist the Committee in its investigation of the liens and
      claims of the Debtor's prepetition lenders and the
      prosecution of any claims or causes of action revealed by
      such investigation;

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

   g) assist and advise the Committee as to its communications to
      unsecured creditors regarding significant matters in this
      Chapter 11 case;

   h) represent the Committee at hearings and other proceedings;

   i) review and analyze applications, orders, statements of
      operations and schedules filed with the Court and advise the
      Committee as to their propriety;

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

   k) prepare, on behalf of the Committee, any pleadings,  
      including without limitation, motions, memoranda,
      complaints, adversary complaints or comments in connection
      with any of the foregoing; and

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

The firm's professionals and their compensation rates are:

      Professionals           Designations     Hourly Rates
      -------------           ------------     ------------
      Mark Minuti, Esq.       Partner              $510
      Henry Abrams, Esq.      Partner              $510
      Adam H. Isenberg, Esq.  Partner              $460
      Jeremy W. Ryan, Esq.    Partner              $390
      Robyn F. Pollack, Esq.  Associate            $360
      Ryan Murphy, Esq.       Associate            $195
      Monica A. Molitor       Paralegal            $180

      Designations                             Hourly Rates
      ------------                             ------------
      Partners                                  $335-$650
      Special Counsel                           $250-$440
      Associates                                $175-$330
      Paraprofessionals                          $95-$215

Jeremy W. Ryan, Esq., a partner of the firm, assured the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About IdleAire

Knoxville, Tennessee-based IdleAire Technologies Corp. --
http://www.idleaire.com/-- is a privately held corporation       
founded in June 2000.  It manufactures and services an advanced
travel center electrification system providing heating,
ventilation & air conditioning, Internet and other services to
truck drivers parked at rest stops.  The company delivers its
services to long-haul drivers through its patented Advanced Travel
Center Electrification(R) system, or ATE system, comprised of an
in-cab service module connected to an external heating,
ventilation and air conditioning unit, or HVAC unit, mounted on a
truss structure above parking spaces.  IdleAire has 131 locations
in 34 states and employs about 1,200 people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC represent the Debtor in its restructuring efforts.  
The Debtor selected Kurtzman Carson Consultants LLC as claim,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed three creditors to serve on an Official Committee of
Unsecured Creditors.


IDLEAIRE TECHNOLOGIES: Mesirow Okayed as Panel's Financial Advisor
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave the Official Committee of Unsecured Creditor of IdleAire  
Technologies Corporation permission to retain Mesirow Financial
Consulting LLC as its financial advisor.

As reported in the Troubled Company Reporter on June 12, 2008,
Mesirow Financial is expected to:

   a) assess the bid procedures and review and advice to the  
      Committee with respect to proposed asset dispositions;

   b) assist in the review of financial information of the Debtor  
      and analysis of motions for which court approval is sought  
      by the Debtor;

   c) assist in meetings and discussions with other professionals  
      and the Debtors including other classes of creditors;

   d) review financial disclosures of the Debtor including the  
      statement of financial affairs, schedules of assets and  
      liabilities and monthly operating reports;

   e) analyze and assist the Committee with regard to the Debtors'  
      financing, cash collateral and other liquidity measures;

   f) review and assist the Committee in evaluating any employee  
      related programs;

   g) assist with the review and affirmation or rejection on  
      various executory contracts and leases;

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

   i) provide litigation advisory services and expert testimony on  
      case related issues; and

   j) other consulting services as the Committee of its counsel  
      may deem necessary;

The firm's professionals and other compensation rates are:

      Designations                     Hourly Rates
      ------------                     ------------
      Senior Managing Directors         $670-$710
      Managing Director and Directors   $580-$640
      Vice President                    $470-$540
      Senior Associate                  $370-$440
      Associate                         $220-$320
      Paraprofessionals                  $90-$190

Larry H. Lattig, a senior managing director of the firm, assured  
the Court that the firm is a "disinterested person" as defined in  
Section 101(14) of the Bankruptcy Code.

                        About IdleAire

Knoxville, Tennessee-based IdleAire Technologies Corp. --
http://www.idleaire.com/-- is a privately held corporation        
founded in June 2000.  It manufactures and services an advanced
travel center electrification system providing heating,
ventilation & air conditioning, Internet and other services to
truck drivers parked at rest stops.  The company delivers its
services to long-haul drivers through its patented Advanced Travel
Center Electrification(R) system, or ATE system, comprised of an
in-cab service module connected to an external heating,
ventilation and air conditioning unit, or HVAC unit, mounted on a
truss structure above parking spaces.  IdleAire has 131 locations
in 34 states and employs about 1,200 people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC represent the Debtor in its restructuring efforts.   
The Debtor selected Kurtzman Carson Consultants LLC as claim,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed three creditors to serve on an Official Committee of
Unsecured Creditors.


IDLEAIRE TECHNOLOGIES: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
IdleAire Technologies Corporation delivered to the United States
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                ------------   -----------
   A. Real Property                
   B. Personal Property            $152,398,370
   C. Property Claimed
      as Exempt
   D. Creditors Holding                          $324,371,898
      Secured Claims
   E. Creditors Holding                             4,678,012
      Unsecured Priority
      Claims
   F. Creditors Holding                            44,170,459
      Unsecured Nonpriority
      Claims
                                   ------------   -----------
      TOTAL                        $152,398,370  $373,220,369

                        About IdleAire

Knoxville, Tennessee-based IdleAire Technologies Corp. --
http://www.idleaire.com/-- is a privately held corporation       
founded in June 2000.  It manufactures and services an advanced
travel center electrification system providing heating,
ventilation & air conditioning, Internet and other services to
truck drivers parked at rest stops.  The company delivers its
services to long-haul drivers through its patented Advanced Travel
Center Electrification(R) system, or ATE system, comprised of an
in-cab service module connected to an external heating,
ventilation and air conditioning unit, or HVAC unit, mounted on a
truss structure above parking spaces.  IdleAire has 131 locations
in 34 states and employs about 1,200 people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC represent the Debtor in its restructuring efforts.  
The Debtor selected Kurtzman Carson Consultants LLC as claim,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed three creditors to serve on an Official Committee of
Unsecured Creditors.


INDIANA HEALTH: Fitch Holds 'BB+' Rating on $35.2MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the Indiana Health Facilities Financing
Authority's outstanding $35.2 million revenue bonds at 'BB+'.  The
bonds are issued on behalf of Greenwood Village South.  The Rating
Outlook is Stable.

Primary rating drivers behind the affirmation and Stable Outlook
are based on the successful completion of GVS' independent living
unit expansion project and its improved operating performance,
which has lead to stronger balance sheet indicators since Fitch's
downgrade of February 2006.  The 2006 bond issuance principally
funded the Arms Building Addition Project, which included a 26-
unit, 42,900 square foot Independent Living Unit building and two
covered parking structures.  The project opened on-time and on-
budget in the fall of 2007.  The opening and occupancy of the
addition and the subsequent receipt of advanced fees has rebuilt
the balance sheet more in line with Fitch's 'BBB' category,
reflected in stronger liquidity measures.

One of the principle factors contributing to the downgrade in
February 2006 was GVS' weak liquidity relative to expenses
(93 days), which has dramatically improved to 238 days at
April 30, 2007.  Fitch expects GVS' liquidity indicators will
continue to strengthen especially relative to Fitch's 'BBB'
medians.  Weak capital related ratios present some credit concern
and were especially relevant to the downgrade.  Although still
light, GVS' debt service coverage has improved to 1.2 times
through the 10-month interim period ending April 30, 2007, which
is double the coverage demonstrated in fiscal 2007.  Fitch expects
the coverage to meet or exceed Fitch's 'BBB' median of 2.0x over
the coming 12 months and sustain coverage in excess of 2.0x over
the medium term.

Another concern leading to the downgrade was weaker occupancy in
the skilled nursing facility and assisted living units.  At
April 30, 2008, the occupancy in the SNF improved to 88% from 83%
in FY 2006.  Furthermore, the occupancy of the ALU's improved to
81% from 67% over the same time period.  The occupancy in the
ILU's has dipped some to 88% from 93%, which is an effect of the
opening of the new addition and is expected to rise to historical
levels over the near to medium term.

The Stable Outlook is predicated on GVS continuing to have a high
level of occupancy that will lead to continued improved operating
performance thus further strengthening its balance indicators in-
line with Fitch's 'BBB' medians over the near term.  Positive
rating pressure would be in order if GVS' liquidity indicators,
its operating ratio, and its debt service coverage improve to and
are maintained at levels equal to or better than Fitch's 'BBB'
medians.

GVS' credit strengths remain the solid occupancy in the
independent living units, the presence of a reputable management
company, and GVS' low cost positioning in a stable market.  
Occupancy rates of the independent living apartments have remained
high, averaging 93.4% over the last four fiscal years and through
April 30, 2008.  The presence of Life Care Service Corp. as the
facility's manager allows GVS access to a unique array of in-depth
services that provide a significant value-added benefit to GVS and
a distinct competitive advantage in the marketplace.  Operating in
a market with limited competition that exhibits sound
socioeconomic characteristics, GVS' positioning as an affordable
provider of senior housing lends support to future occupancy
stability.

Located in Greenwood, Indiana, approximately 11 miles south of
downtown Indianapolis, GVS is a not-for-profit Type-B continuing
care retirement community consisting of 261 independent living
units, 658 assisted living units, and 137 skilled nursing beds.  
In fiscal 2007, GVS had total revenues of $16 million.  GVS has
covenanted to provide to the trustee and directly to bondholders
unaudited quarterly financial statements within 45 days of each
quarter-end and audited financial statements with 120 days of each
fiscal year-end.

Outstanding Debt:

Indiana Health Facilities Financing Authority
  -- $22,552,255 variable-rate demand revenue bonds, series 2006A;
  -- $12,707,325 revenue refunding bonds, series 1998.


INTERSTATE BAKERIES: Must File New Chapter 11 Plan by June 30
-------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates have until
June 30, 2008, to deliver a new reorganization plan to the U.S.
Bankruptcy Court for the Western District of Missouri that should:

    (i) have the publicly announced support of its two primary
        unions -- the Bakery, Confectionery, Tobacco Workers and
        Grain Millers International Union and the International
        Brotherhood of Teamsters; and

   (ii) provide for the refinancing of the Second Amended and
        Restated Revolving Credit Agreement in full.

Under IBC's Second Amended and Restated Credit Agreement, if IBC
fails to file a new plan by the June 30 deadline, it must deliver
to JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent for the lenders, a schedule of proposed asset
sales pursuant to Section 363 of the Bankruptcy Code.

Jennifer Mann of The Kansas City Star says IBC and parties
interested in investing in the company are continuing talks to
iron out issues that would allow the bankruptcy process to move
forward.

To recall, entities that have expressed interest in IBC are
Silver Point Financing LLC, Ripplewood Holdings, Yucaipa Cos. and
Grupo Bimbo.  Yucaipa and Grupo Bimbo have dropped out of the
talks, says Ms. Mann, while talks between IBC and the Teamsters
stopped in October and have not resumed.

IBC filed a plan of reorganization in November 2007, which never
moved forward due to the Teamsters' refusal to support the Plan.

"[I]f IBC doesn't meet the stipulations of filing a plan of
reorganization and garnering public support from its unions by
Monday -- which is unlikely -- it's prepared to share a schedule
with its lenders that lays out its assets, estimated sales dates
and sales proceeds from proposals it solicited in April from
interested parties," said IBC Spokeswoman Maya Pogoda, according
to reports.

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 101; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/OR   
215/945-7000).  


JAMES FALK: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: James Stewart Falk
        235 Las Quebradas Lane
        Alamo, CA 94507

Bankruptcy Case No.: 08-43223

Chapter 11 Petition Date: June 23, 2008

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway, Suite 1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710
                  voisenat@msn.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Largest Unsecured Creditor:

   Entity                    Nature of Claim       Claim Amount
   ------                    ---------------       ------------
Chase                        Credit Card Purchases      $10,000


JEMM WHOLESALE: Secured Parties Offer to Sell Partnership Interest
------------------------------------------------------------------
Murray S. Peretz, as Trustee of the Murray S. Peretz Revocable
Trust, and Monarch Construction Company, will offer by sale all
right, title and interest of Daniel Goldman, in and to a one-third
general interest in an oral partnership known as 373 Hazel
Building Partnership.

The Partnership owns a parcel of real estate commonly known as No.
3628, 4204 Palm Beach Boulevard, Fort Myers, Florida.  However,
the secured parties explain that the auction is not a sale of the
premises but, rather, a sale of the pledged interest in the
partnership.

The secured parties relate that the pledged interest and other
collateral was pledged pursuant to a certain May 11, 2007 security
agreement by and among Goldman, JEMM Wholesale Meat Co. Inc., and
the secured parties as security for the payment of amounts due
from the Debtors pursuant to a series of promissory notes
aggregating $1,050,000.

Additional information can be found at:

      Joseph E. Cohen, Esq.
      Cohen & Krol
      Counsel for M. Peretz
      105 West Madison Street
      Suite 1100
      Chicago, IL 60602
      Tel: (312) 368-0300
      Fax: (312) 368-4559

JEMM Wholesale Meat Co. Inc. has been in the business of
processing meat products for sale to wholesalers and retailers
since 1959.


JE MORROS: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: J.E. Morros Construction and Development
        P.O. Box 799
        Sparks, NV 89432

Bankruptcy Case No.: 08-51016

Type of Business: The Debtor is a construction company.

Chapter 11 Petition Date: June 23, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  steve@renolaw.biz

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citibank                         Goods/Services         $28,260
P.O. Box 6417
The Lakes, NV 88901-6417

Fleet Heating & Air, Inc.        Goods/Services         $27,871
P.O. Box 51300
Sparks, NV 89435

Citibank Business                Goods/Services         $27,856
P.O. Box 44180
Jacksonville, FL 32231-4180

Precision Plumbing               Goods/Services         $25,112

Cemex                            Goods/Services         $22,278

Young's Flooring                 Goods/Services         $20,628

Laufen Tile                      Goods/Services         $19,783

American Express                 Goods/Services         $17,620

Creative Touch Interior          Goods/Services         $16,785

Valley Concrete Co.              Goods/Services         $15,750

J & L Windows                    Goods/Services         $15,255

Gale Building                    Goods/Services         $13,291

Spanish Springs Valley           Goods/Services         $12,149

Cashman Equipment                Goods/Services          $8,802


KIMBALL HILL: Halts Development in Three Chicago Subdivisions
-------------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates have discontinued
development works at three Chicago subdivisions in Shelburne
Farms, Winfield; Settlers Ridge, Sugar Grove; and Ingham Park,
Aurora, according to a report by Chicago Tribune.

The company, though, intends to complete work on units that are
already ordered by buyers, Chicago Tribune said.

Town homes and condominiums sprawl over Shelburne Farm's 30
acres, while estate-style homes abound on Ingham Park' 875 acres.  
Settlers Ridge is a single family development with 542 acres
still undeveloped, the newspaper related.

                       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).


LEAP WIRELESS: Posts $18.1 Million Net Loss in 2008 First Quarter
-----------------------------------------------------------------
Leap Wireless International Inc. reported a net loss of
$18.1 million on total revenues of $468.4 million for the first
quarter ended March 31, 2008, compared with a net loss of
$24.2 million on total revenues of $393.4 million in the same
period last year.

"The company had a successful first quarter as the momentum in
customer growth we experienced in the fourth quarter continued
into 2008 and helped deliver 230,000 net customer additions spread
broadly across our business," said Doug Hutcheson, Leap's chief
executive officer, president and acting chief financial officer.

"We are also pleased with the $135.0 million of adjusted OIBDA
generated by our existing markets in the first quarter, an
increase of 80 percent over the prior year quarter, even while we
continued to absorb costs associated with our expansion
activities.  

"Our consolidated adjusted OIBDA results reflect $16.3 million of
spending for our new initiatives, including our plans to launch
approximately 8 million additional covered  population and
potential customers (POPs) by mid-2008, which includes the markets
we recently launched in Oklahoma and Texas, and our plans to
expand our mobile broadband product offering following the
successful introduction of our EvDO Rev A tri-band USB broadband
device.  We are pleased with the significant progress we are
making with both of these new initiatives."

Adjusted OIBDA is a non-GAAP financial measure defined as
operating income (loss) before depreciation and amortization,
adjusted to exclude the effects of: gain/loss on sale/disposal of
assets; impairment of assets; and share-based compensation expense
(benefit).

Service revenues increased $77.2 million, or 24.0%, to
$398.9 million for the three months ended March 31, 2008 compared
to the corresponding period of the prior year.  This increase
resulted primarily from a 23.5% increase in average total
customers and a 0.4% increase in average monthly revenues per
customer.

Equipment revenues decreased $2.3 million, or 3.2%, for the three
months ended March 31, 2008, compared to the corresponding period
of the prior year.

Total operating expenses increased from $395.9 million for the
three months ended March 31, 2007 to $442.0 million for the three
months ended March 31, 2008.  

Interest expense increased from $26.5 million for the three months
ended March 31, 2007, to $33.4 million for the three months ended
March 31, 2008.

Also, in September 2007, the compnya changed its tax accounting
method for amortizing wireless licenses, contributing  
substantially to its income tax expense of $9.7 million for the
three months ended March 31, 2008, compared to $2.4 million for
the three months ended March 31, 2007.

                 Liquidity and Capital Resources

At March 31, 2008, the company had a total of $508.7 million in
unrestricted cash, cash equivalents and short-term investments.  
In addition, $70.0 million in deposits that were held by the
Federal Communications Commission (FCC) as of March 31, 2008, were
returned to the company in April 2008.

The company generated $135.7 million of net cash from operating
activities during the three months ended March 31, 2008, compared
with $5.1 million during the three months ended March 31, 2007.

The company's outstanding indebtedness under its senior secured
credit agreement, or the Credit Agreement, was $884.3 million as
of March 31, 2008.  In addition to the Credit Agreement, the
company also had $1.1 billion in unsecured senior notes due 2014
outstanding as of March 31, 2008.

The Credit Agreement includes a $200 million revolving credit
facility, which was undrawn as of March 31, 2008.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$4.5 billion in total assets, $2.7 billion in total liabilities,
$51.5 million in minority interests, and $1.7 billion 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?2ece

                       About Leap Wireless

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) -- http://www.leapwireless.com/-- is a leading provider of  
innovative and value-driven wireless communications services.  
With the value of unlimited wireless services as the foundation of
its business, Leap pioneered its Cricket(R) service.  The company
and its joint ventures now operate in 23 states and hold licenses
in 35 of the top 50 U.S. markets.  Through its affordable, flat-
rate service plans, Cricket offers customers a choice of unlimited
voice, text, data and mobile Web services.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
Moody's Investors Service assigned a Caa1 rating to Leap Wireless
International Inc.'s $200 million convertible notes, due 2014.  
Moody's also assigned a B2 corporate family rating to Leap
Wireless International Inc.  Rating outlook is Stable.


LOCAL INSIGHT: S&P's Rtngs. Unmoved by Statement Filing Default
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Local
Insight Regatta Holdings Inc. (B/Stable/--) are not currently
affected by the company's notification to its banks that it does
not anticipate filing audited financial statements for the Berry
Co.'s Independent Line of Business in the time frame required
under the credit agreement.  While the failure to file audited
financials could result in a technical default under Local Insight
Regatta's credit agreement, S&P expect the issue to be resolved in
a timely manner such that a technical default will not be
triggered.
     
Over the next few weeks, S&P will reach out to management to
monitor the status of the company's progress toward filing the
statements.  If it does not appear that the company is making
sufficient progress toward avoiding a technical default, ratings
will likely be placed on CreditWatch with negative implications.


LUMINENT MORTGAGE: Settles Repurchase Financing with Third Parties
------------------------------------------------------------------
Luminent Mortgage Capital, Inc. eliminated all of its repurchase
agreement financing with non-related third-parties.  The balance
of repurchase agreement financing with non-related third-parties
was $2.8 billion at July 31, 2007.

"Although we still have work to do to improve our liquidity, the
settlement of our repurchase agreement financing with non-related
parties is a significant milestone for Luminent," Zachary H
Pashel, Chief Executive Officer, said.  "We continue to work
toward resolution of the liquidity issues that resulted from the
effects of the credit markets over the past year and the reduction
in the value of our mortgage asset portfolio.  As we move forward,
we are focused on our fee-based asset management initiatives to
take advantage of the opportunities the mortgage market is
presenting."

During the second quarter of fiscal 2008, Luminent settled
$182.3 million of repurchase agreement financing with parties
other than Arco Capital Corporation or its affiliates.  Luminent
accomplished the settlements by selling $66.9 million of mortgage-
backed securities and used the proceeds from the sales to settle
obligations.

In addition, Luminent transferred $25.5 million of mortgage-backed
securities to repurchase agreement counterparties to settle
obligations, paid $19.1 million in cash and entered into term note
agreements totaling $37.0 million to repay the remaining
repurchase agreement obligations.  The term notes are to be repaid
in periods ranging from six months to five years commencing June
2008.  The attached schedule of Supplemental Financial Information
contains information on the repayment requirements of the term
notes.  The settlements of the repurchase agreement obligations
included the sale or transfer of bonds Luminent had retained from
its own securitizations.  The attached schedule of Supplemental
Financial Information contains information on the bonds Luminent
continues to retain from its own securitizations and bonds that
were purchased from third parties that Luminent continues to hold
in its portfolio as of June 16, 2008.  As of June 16, 2008,
Luminent had $182.6 million of repurchase agreement financing with
an affiliate of Arco Capital Corporation Ltd.

The indenture applicable to Luminent's 8.125% Convertible Senior
Notes due 2027, obligated Luminent to make a semi-annual interest
payment of approximately $3.9 million to note holders on June 2,
2008.  Luminent did not make this payment and a payment default
under the indenture has occurred.  If Luminent is unable to meet
the obligation before July 2, 2008 an event of default under the
indenture may be declared.

Luminent previously disclosed its intention to convert its
corporate structure from a real estate investment trust, or REIT,
to a publicly traded partnership, or PTP.  The PTP structure will
provide more flexibility for the company to earn fee-based income
by providing investment advisory and investment management
services to others, which was not available to it under the
restrictive REIT tax rules.

"Luminent has been working hard over the past year to address
business and liquidity issues created by the state of the credit
markets that affected the majority of companies in the mortgage
industry," Karen Chang, Chief Financial Officer, said.  "We are
pleased to report our progress to date and we plan to make
additional interim reports to investors as significant events
occur."

Headquartered in San Francisco, Luminent Mortgage Capital Inc.
(OTC: LUMC) -- http://www.luminentcapital.com/-- is a real estate   
investment trust or REIT, which, together with its subsidiaries,
has invested in two core mortgage investment strategies.

Under its Residential Mortgage Credit strategy, the company
invests in mortgage loans purchased from selected high-quality
providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.

Under its Spread strategy, the company invests primarily in U.S.
agency and other highly-rated single-family, adjustable-rate and
hybrid adjustable-rate mortgage-backed securities.  

On March 28, 2008, the company disclosed its intention, subject to
shareholder approval, to restructure the company from a REIT to a
publicly-traded partnership or PTP.

                        Going Concern Doubt
                        
Grant Thornton LLP, in Philadelphia, expressed substantial doubt
about Luminent Mortgage Capital Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

Grant Thornton said Luminent Mortgage has lost $721.0 million for
the year ended Dec. 31, 2007, which included $481.7 million in
impairment losses on mortgage-backed securities.  The company also
recorded $21.3 million in corporate, state and U.S. federal income
taxes due to its inability to meet the threshold for tax benefit
recognition as it related to its qualification as a REIT.  

As a result of these losses the company had a stockholders'
deficit of $223.2 million at March 31, 2008.


LUMINENT MORTGAGE TRUST: Moody's Cuts Ratings of 52 Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 52
tranches from 9 transactions issued by Luminent Mortgage Trust.  
Seventeen tranches remain on review for possible further
downgrade.  Additionally, 16 tranches were placed on review for
possible downgrade

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

Complete rating actions are:

Issuer: Luminent Mortgage Trust 2006-1

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

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. M, Downgraded to B2 from Aa2
  -- Cl. B-1, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from B2

Issuer: Luminent Mortgage Trust 2006-2

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to B2 from Aa2
  -- Cl. B-2, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from B1

Issuer: Luminent Mortgage Trust 2006-3

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. II-1X-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-2A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. II-2X-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-3A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. II-3X-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-M-1, Downgraded to Aa2 from Aa1
  -- Cl. I-M-2, Downgraded to Ba1 from Aa1
  -- Cl. I-M-3, Downgraded to B2 from Aa1
  -- Cl. I-B-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-3, Downgraded to Ca from Baa3
  -- Cl. I-B-4, Downgraded to Ca from Ba2

Issuer: Luminent Mortgage Trust 2006-4

  -- Cl. A-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba1 from Aa2
  -- Cl. B-2, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba1
  -- Cl. B-4, Downgraded to Ca from B3

Issuer: Luminent Mortgage Trust 2006-5

  -- Cl. A1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to B2 from Aa1
  -- Cl. B-2, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba2
  -- Cl. B-4, Downgraded to Ca from Caa1

Issuer: Luminent Mortgage Trust 2006-6

  -- Cl. B-1, Downgraded to A1 from Aa1
  -- Cl. B-2, Downgraded to Ba1 from Aa1
  -- Cl. B-3, Downgraded to B1 from Aa2
  -- Cl. B-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to Ca from Ba1

Issuer: Luminent Mortgage Trust 2006-7

  -- Cl. II-B-5, Downgraded to A2 from A1
  -- Cl. II-B-6, Downgraded to Baa3 from A2
  -- Cl. II-B-7, Downgraded to Ba3 from Baa1
  -- Cl. II-B-8, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

Issuer: Luminent Mortgage Trust 2007-1

  -- Cl. I-B-1, Downgraded to A3 from Aa2
  -- Cl. I-B-2, Downgraded to Ba3 from A2
  -- Cl. I-B-3, Downgraded to B2 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-B-4, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-2, Downgraded to Aa2 from Aa1
  -- Cl. II-B-3, Downgraded to A2 from Aa2
  -- Cl. II-B-4, Downgraded to Ba3 from A3
  -- Cl. II-B-5, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-6, Downgraded to Ca from Ba1

Issuer: Luminent Mortgage Trust 2007-2

  -- Cl. I-B-1, Downgraded to Aa3 from Aa2
  -- Cl. I-B-2, Downgraded to Baa1 from A1
  -- Cl. I-B-3, Downgraded to Ba3 from A3
  -- Cl. I-B-4, Downgraded to B2 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-2, Downgraded to A1 from Aa1
  -- Cl. II-B-3, Downgraded to Baa2 from Aa2
  -- Cl. II-B-4, Downgraded to Ba3 from Aa3
  -- Cl. II-B-5, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-6, Downgraded to Caa1 from Ba1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-7, Downgraded to Ca from Ba3


MBIA INC: Moody's Downgrade Sparks Sale of Municipal Bonds
----------------------------------------------------------
MBIA Inc. plans to sell municipal bonds to raise cash following
the downgrade by Moody's Investors Service of the financial
strength rating of MBIA Insurance Corporation, The Wall Street
Journal, citing an unnamed source, reports.

As disclosed in the Troubled Company Reporter on June 20, 2008,
Moody's downgraded to A2, from Aaa, the insurance financial
strength ratings of MBIA Insurance Corporation and its affiliated
insurance operating companies.  In the same rating action, Moody's
also downgraded the surplus note rating of MBIA Insurance
Corporation to Baa1, from Aa2, and the senior debt
rating of the holding company, MBIA, Inc. to Baa2, from Aa3.

According to Moody's, the rating action reflects MBIA's limited
financial flexibility and impaired franchise, as well as the
substantial risk within its portfolio of insured exposures and a
movement toward more aggressive capital management within the
group.  The rating agency said that while the group remains
strongly capitalized, estimated to be consistent with a Aa level
rating, and benefits from substantial embedded earnings in its
existing insurance portfolio, these other business factors led to
the lower rating outcome.

WSJ relates that due to the recent downgrade, MBIA is expecting
$2.9 billion in termination payments, and will likely to post an
additional $4.5 billion in collateral under Guaranteed Investment
Contracts.

MBIA, however, assures that it has $4 billion in cash and liquid
short-term investments, and $10.2 billion in other securities,
according to WSJ.  It also has $1 billion of "eligible collateral"
on hand.

WSJ observes that MBIA shares was down 22 cents, or 5%, at $4.17
on Friday on the New York Stock Exchange.

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com-- provides financial guarantee insurance,          
investment management services, and municipal and other servicesto
public finance and structured finance clients on a globalbasis.  
The company conducts its financial guarantee business through its
wholly owned subsidiary, MBIA Insurance Corporation and provides
investment management products and financial services through its
wholly owned subsidiary MBIA Asset Management, LLC.
   
MBIA manages its activities primarily through two principal
business operations: insurance and investment management services.   
In February 2007, MBIA Corp. formed a new subsidiary, MBIA Mexico,
S.A. de C.V.  During the year ended Dec. 31, 2006, MBIA
discontinued its municipal services operations.  These operations
included MBIA MuniServices Company.  On Dec. 5, 2006, the company
completed the sale of MBIA MuniServices
Company.                                                   
                     

MBIA INC: Fitch Withdraws All Outstanding Ratings
-------------------------------------------------
Fitch Ratings is withdrawing all of its outstanding ratings on
MBIA Inc., MBIA Insurance Corp., and other related entities.  
Also, Fitch is withdrawing all of its outstanding ratings on Ambac
Financial Group, Inc., Ambac Assurance Corp. and other related
entities.  In addition, Fitch will be withdrawing all ratings
based on insurance policies from both MBIA and Ambac's insurance
subsidiaries.  Fitch will list ratings of primary obligors for
bonds where Fitch maintain coverage.

The action follows decisions by MBIA and Ambac's managements to
cease providing substantive non-public portfolio information used
in Fitch's capital analysis model, to discontinue previous full
interactive dialogue with Fitch analysts, and to request
withdrawal of Fitch's ratings.

Many key credit issues have developed recently prompting Fitch's
decision to withdraw MBIA and Ambac's ratings at this time.  
Negative rating actions by S&P and Moody's impact the companies'
business prospects and the companies' reactive strategic and
capital management planning creates a volatile credit variable.  
In addition, credit risk developments continue and Fitch's ability
to analyze credit strength needs to shift to utilizing public
information only.

Fitch will consider reinstating coverage and assigning new ratings
based only on public information if there is continuing investor
interest.  In the interim, Fitch may continue to offer commentary
and research on developing credit events at MBIA and Ambac.

These ratings are being withdrawn by Fitch:

MBIA Insurance Corp.
MBIA Insurance Corp. of Illinois
MBIA UK Insurance Limited
MBIA Assurance SA
MBIA Mexico SA de CV
Capital Markets Assurance Corp.
  -- Insurer Financial Strength 'AA'.

The Rating Outlook was Negative.

MBIA Insurance Corp.
  -- Subordinated debt rating 'A+';
  -- $1 billion 14% surplus notes due Jan. 15, 2033 'A+'.

MBIA Inc.
  -- Long-term rating 'A';
  -- $75 million 7% senior unsecured debentures due Dec. 15, 2025
     'A';

  -- $100 million 7.17% senior unsecured debentures due July 15,
     2027 'A';

  -- $150 million 6.63% senior unsecured debentures due Oct.1,
     2028 'A';

  -- $200 million 6.40% senior unsecured debt due Aug. 15, 2022
     'A';

  -- $175 million 4.50% senior unsecured notes due July 15, 2010
     'A';

  -- $100 million 9.38% senior unsecured notes due Feb.15, 2011
     'A';

  -- $350 million 5.70% senior unsecured notes due Dec. 1, 2034
     'A'.

MBIA Mexico SA de CV
  -- National insurer financial strength at 'AAA (mex)'.

The Rating Outlook for MBIA Mexico was Stable

Ambac Assurance Corp.
Ambac Assurance UK Ltd.
Connie Lee Insurance Co.
  -- Insurer financial strength 'AA'.

The Rating Outlook was Negative

Ambac Financial Group, Inc.
  -- Long-term rating 'A';
  -- $400 million 5.95% senior unsecured notes due Dec. 5, 2035
     'A';

  -- $142.5 million 9.375% senior unsecured debentures due Aug. 1,
     2011 'A';

  -- $75 million 7.5% senior unsecured debentures due May 1, 2023
     'A';

  -- $400 million subordinated notes due Feb. 7, 2087 'A-'.


MEDCOM USA INC: March 31 Balance Sheet Upside-Down by $5,053,710
----------------------------------------------------------------
MedCom USA Inc.'s consolidated balance sheet at March 31, 2008,
showed $1,702,274 in total assets and $6,755,984 in total
liabilities, resulting in a $5,053,710 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $774,648 in total current assets
available to pay $3,473,365 in total current liabilities.

The company reported a net loss of $92,890 on revenues of $679,326
for the third quarter ended March 31, 2008, compared with a net
loss of $645,677 on revenues of $704,545 in the same period ended
March 31, 2007.

The decrease in net loss is due to the reduction in revenue, sales
force, royalty expense, commissions, and reduction in operations
in the company's New York facility.

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?2ec4

                       Going Concern Doubt

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida.,
expressed substantial doubt about MedCom USA 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.  

During the three months ended March 31, 2008, the company incurred
a net loss of $92,890 and has an accumulated deficit of
$90,551,493.  Further, the company has inadequate working capital
to maintain or develop its operations, and is dependent upon funds
from private investors and the support of certain stockholders.

                        About MedCom USA

Based in Scottsdale, Ariz., MedCom USA Inc. (OTC BB: EMED) --
http://www.medcomusa.com/-- provides technology-based solutions  
for the healthcare industry in the United States.  Its solutions
enable the users to collect, use, analyze, and disseminate data
from payers, healthcare providers, and patients.  The company
offers MedCom system that operates through a point-of-sale
terminal or Web portal, which consolidates insurance eligibility
verification; processes medical claims; and monitors referrals.
This system also allows customers to process their medical claims
through an online portal.  

In addition, Medcom USA offers a combination of services for the
collection and approval of credit/debit card payments along with
the personal check guarantee from financial institutions. The
company was founded in 1991 as Sims Communications Inc. and
changed its name to Medcom USA Incorporated in 1999.


MERRILL LYNCH: Moody's Affirms B2 and B3 Ratings on Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed seven classes of Merrill Lynch Mortgage Loans, Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-CANADA
4 as:

  -- Class A-1, $19,063,714, affirmed at Aaa
  -- Class A-2, $149,624,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $8,628,000, affirmed at Aaa
  -- Class C, $8,629,000, upgraded to Aaa from Aa2
  -- Class D, $12,224,000, upgraded to A2 from Baa1
  -- Class E, $1,438,000, upgraded to A3 from Baa2
  -- Class F, $6,471,000, upgraded to Ba1 from Ba2
  -- Class G, $2,158,000, affirmed at Ba3
  -- Class H, $3,595,000, affirmed at B2
  -- Class J, $2,157,000, affirmed at B3

Moody's upgraded the ratings of Classes C, D, E and F due to
increased defeasance and credit support and overall stable pool
performance.

As of the June 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 24.4%
to $217.6 million from $287.6 million at securitization.

The Certificates are collateralized by 55 mortgage loans ranging
in size from less than 1.0% to 11.9% of the pool, with the top 10
non-defeased loans representing 42.2% of the pool.  Fourteen
loans, representing 17.5% of the pool, have defeased and are
collateralized with Canadian Government securities.

There have been no losses since securitization and currently there
are no loans in special servicing.  Five loans, representing 14.2%
of the pool, are on the master servicer's watchlist.  The
watchlist includes loans which meet certain portfolio review
guidelines established as part of the Commercial Mortgage
Securities Association's monthly reporting package.

As part of our ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.  Not all loans on the watchlist are
delinquent or have significant issues.

Moody's was provided with year-end 2007 operating results for
54.0% of the pool.  Moody's weighted average loan to value ratio
is 66.4% compared to 66.2% at Moody's last full review in August
2006 and 76.8% at securitization.

The three largest loan exposures represent 25.3% of the pool.  The
largest exposure is the Royal Host Portfolio Loan ($25.9 million
-- 11.9%), which is secured by 11 limited service hotels located
in six provinces.  The portfolio totals 999 rooms.  Seven of the
hotels operate under the Comfort Inn & Suites franchise and the
remaining four hotels operate as Travelodge.

The loan is full recourse and amortizes on a 20-year schedule.  
Moody's LTV is 54.5% compared to 55.6% at last review.

The second largest loan is the Charlottetown Mall Loan
($17.0 million - 7.8%), which is secured by a 389,000 square foot
regional mall located in Charlottetown, Prince Edward Island.  The
property was 99.3% occupied as of December 2007 compared to 97.0%
at last review.

The property is anchored by Zellers, which occupies approximately
32.0% of the property through June 2019.  The loan is full
recourse to RioCan Holdings Inc., Canada's largest REIT.  Moody's
LTV is 53.6% compared to 55.2% at last review.

The third largest loan is the Airport Place Loan ($12.2 million --
5.6%), which is secured by a 679,000 square foot industrial
property located in Winnipeg, Manitoba.  The property was 86.4%
leased as of March 2008 compared to 97.0% at securitization.

The largest tenant is Bison Transport Inc., which occupies 35.0%
of the premises through July 2013.  Property performance has
improved since last review but is lower than at securitization.  
The loan is on the master servicer's watchlist due to a low debt
service coverage ratio.  Moody's LTV is 89.1% compared to 94.2% at
last review.    


MICHAEL REIMER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Michael Reimer
        11890 Haegers Bend Road
        Barrington Hills, IL 60010

Bankruptcy Case No.: 08-71988

Chapter 11 Petition Date: June 24, 2008

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Karen J. Porter, Esq.
                  (kjplawnet@aol.com)
                  Porter Law Network
                  11 East Adams St Ste 906
                  Chicago, IL 60603
                  Tel: (312) 675-0665
                  Fax: (312) 893-7370

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

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

List of Creditors:

   Creditor                     Nature of Claim   Claim Amount
   --------                     ---------------   ------------
   Eastern Savings Bank         Secured               $780,000
   11350 McCormick Road
   Suite 200
   Hunt Valley MD 21031

   Kallahan Marketing Group     Secured               $430,000
   Fisher & Shapiro, LLC
   4201 Lake Cook Road
   Northbrook Il 60062

   Capital Providers, LLC       Secured               $240,000
   c/o David Dordek
   8424 Skokie Blvd, Suite 200
   Skokie, Il 60077

   Internal Revenue Service     Unsecured             $390,000
   P.O. Box 21126
   Philadelphia PA 19114

   John J. Bohntinsky           Unsecured               $3,500
   355 Willowbrook Lane
   Willowbrook Il 60527


MINNEAPOLIS STAR: Asks Forbearance from Creditors
-------------------------------------------------
Zachery Kouwe of the New York Post reports that Minneapolis Star
Tribune, known locally as The Strib, has asked creditors to delay
its debt payments for six months. Its owner Avista Capital
Partners has hired the Blackstone Group to negotiate with
creditors, the report said.

Sources say creditors want the owners to inject $50 million of new
equity into the company before it agrees on anything, according to
the report.

The Strib is planning to save $20 million in expenses by June 30,
partly by cutting $2.5 million of its newsroom budget. The amount
is 10 percent of the newsroom budget.

Avista Capital bought The Strib for $530 million about 15 months
ago.

Avista told its investors last month it has written down its $100
million equity investment in The Strib by 75 percent.

The Strib has disputed published reports that it is near
bankruptcy.

The Star Tribune Company -- http://www.startribune.com/-- is a
newspaper company serving the Minneapolis-St. Paul area and
readers around the state of Minnesota. Its Star Tribune newspaper
boasts a weekday circulation of about 320,000 and is one of the
nation's top 20 daily metropolitan newspapers. The company also
publishes news on its Web site. In addition to its news
operations, Star Tribune Company provides direct marketing
services and publishes niche publications.


MOBILE MINI: S&P Keeps Ratings Under Neg Watch on Pending Merger
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Mobile
Mini Inc. remain on CreditWatch with negative implications, where
they were placed on Feb. 22, 2008.  The CreditWatch placement was
based on the Phoenix-based company's pending acquisition merger
with its major competitor, Mobile Storage Group Inc. (B+/Watch
Pos/--).  Upon completion of the merger, S&P expect to lower the
corporate credit rating on Mobile Mini to 'BB-' from 'BB' and
assign a stable outlook.  The unsecured debt rating will be
lowered to either 'B+' or 'B' from 'BB-'.
     
The merger was expected to occur on June 27, 2008, following the
shareholder vote.  Mobile Mini would assume approximately
$535 million of Mobile Storage debt and acquire all the
outstanding shares of Mobile Storage for $12.5 million of cash and
shares of newly issued convertible preferred stock with a
liquidation preference of $154 million, for a total consideration
of approximately $701.5 million.  Mobile Mini would finance the
merger with approximately $602 million of borrowings under a new
$1 billion secured asset-based loan revolving credit facility.
      
"The $559 million of incremental debt will result in a weaker
financial profile for Mobile Mini, which has historically had a
very strong financial profile for its rating," said Standard &
Poor's credit analyst Betsy Snyder.  S&P expect its credit ratios
to weaken significantly: EBITDA interest coverage would decline to
about 3x from 5x, funds from operations to debt would decline to
the low-teen percent area from the mid-20% area, debt to capital
would increase to the high-60% area from the high-40% area, and
debt to EBITDA would increase to the mid-5x area from about 3x.  
However, the merger would solidify the company's leading market
position in portable storage containers in the U.S. and U.K. In
addition, the combination of the two fleets should result in
operating synergies of approximately $25 million.
     
The combined entity also leases mobile offices, although its
market position is substantially less than that of its major
competitors in this segment.  Although the leasing of portable
storage units and mobile offices is a narrow business segment, it
is relatively recession-resistant and typically generates a stable
and predictable stream of revenues and cash flow.  The company
will also benefit from relatively strong liquidity, with no debt
maturities through 2012.  Most capital spending is discretionary,
with free cash flow available for debt reduction.


NOWAUTO GROUP: March 31 Balance Sheet Upside-Down by $928,595
-------------------------------------------------------------
NowAuto Group Inc.'s consolidated balance sheet at March 31, 2008,
showed $7,559,489 in total assets and $8,488,084 in total
liabilities, resulting in a $928,595 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3,373,924 in total current assets
available to pay $3,611,848 in total current liabilities.

The company reported a net loss of $344,482 on revenue of
$1,300,443 for the third quarter ended March 31, 2008, compared
with a net loss of $747,121 on revenue of $1,662,846 in the same
period ended March 31, 2007.

The switch from sales to leases adversely impacted reported
revenue as an increased portion of lease revenue is recorded as
deferred revenue.  In addition, the company experienced lower
volume during the quarter due to significantly lower contract
purchases, caused by lower credit quality and sales volume.

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?2e73

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 5, 2007,
Moore & Associates Chartered, in Las Vegas, Nevada, expressed
substantial doubt about NowAuto Group Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2007, and 2006.  
The auditing firm pointed to the company's recurring losses.  

                       About NowAuto Group  

Based in Tempe, Ariz., NowAuto Group Inc. (OTC BB: NAUG) --
http://www.nowauto.com/-- operates three buy-here-pay-here used  
vehicle dealerships in Arizona.  The company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.  Through its subsidiary, NavicomGPS Inc., the company
markets GPS tracking devices, primarily to independent used
vehicle dealerships.


OSYKA CORP: Files Chapter 11 Plan and Disclosure Statement
----------------------------------------------------------
Osyka Corporation and Osyka Permian LLC delivered to the United
States Bankruptcy Court for the Southern District of Texas,
Houston Division, a joint Chapter 11 plan and disclosure statement
explaining that plan.

A hearing is set for July 17, 2008, at 1:30 p.m., to consider the
adequacy of the Debtors' disclosure statement.

                      Overview of the Plan

The plan contemplates the reduction of the Debtors' overall debt
and payment obligations by at least $82 million associated with
corporate liabilities in order to realign their capital structure.  
The plan further provides more liquidity to the Debtors to
continue to operate their business as a viable economic entity.

Moreover, the plan is proposed in connection to a settlement
agreement with J. Aron & Company and Texas Capital Bank, which
provides the allocation of a minimum "purchase price" of at least
$67,000,000.

As reported in the Troubled Company Reporter on April 28, 2008,
the Court approved bid procedures for the sale of all of the
Debtors' assets.  All bids are required to be delivered by July 3,
2008, followed by an auction on July 10, 2008.  A sale hearing is
set for July 17, 2008.

A full-text copy of the Settlement Agreement is available for free
at http://ResearchArchives.com/t/s?2a74  

The plan classifies claims against and interest in the Debtors in
nine classes.  The classification of treatments of claims and
interests are:

               Treatment of Claims and Interests

              Type                          Estimated   Estimated
Class         of Claims        Treatment    Amount      Recovery
-----         ---------        ---------    ---------   ---------
unclassified  administrative                $986,425    100%
               claims

unclassified  priority tax                  $1,148      100%
               claims

A             allowed other    unimpaired   $0          100%
               priority claims

B             other secured    impaired     $0          100%           
               claims

C             allowed          unimpaired   $1,000,000  100%      
               prepetition
               bank credit
               agreement
               claims

D             allowed          impaired     $61,246,978 100%
               prepetition
               junior credit
               agreement
               claims

E             allowed ISDA     impaired     $21,113,672 100%
               claims

F             warrants         impaired     $722,104    0%

G             allowed          impaired     $972,120    100%
               general
               unsecured
               claims

H             allowed          impaired     $1,500,000  0%
               intercompany
               claims

I             allowed equity   unimpaired               100%
               interests

The plan indicates that each estimated recovery is projected
on assumption that the Debtors' total cash balances and cash
collateral account on the plan's effective date exceeds
$3,800,000, and that Class G claims do not surpass the Debtors'
estimated amount of $974,120.  As of June 13, 2008, the Debtors
have $4,719,873 in cash.

Class A allowed other priority claims will be paid in full in cash
in an amount equal to the allowed priority claims after the
distribution date.  All allowed other priority claims, which are
not due and payable by the plan's effective date, will be paid
by the Debtors in the ordinary course of business.

Unless agreed to a different treatment, each holder of Class B
other secured claims will be paid in full, either (i) cash in the
amount equal to 100% of the unpaid amount of the allowed other
secured claim, (ii) the proceeds oft he sale of the collateral
securing the claim, (iii) the collateral securing claim, (iv) a
note with annual periodic cash payments of at least four years,
(v) treatment that leaves unaltered the legal, equitable, and
contractual rights to the holder is entitled, or (vi) other
distribution as necessary to satisfy the requirements of the
U.S. Bankruptcy Code.

Holders of class E ISDA and class D allowed prepetition junior
credit agreement claims are entitled to get their pro rata share
of (i) 100% of equity in the reorganized Debtors and (ii) all of
the excess cash collateral at least $200,000.  However, in the
event the Debtor consummate a sale to another party,  holders
will receive a pro rata share of (i) the applicable portion of
the purchase price, (ii) 50% of excess cash collateral from
$500,000 to $1,000,000, if any, and (iii) 10% of excess cash
collateral at least $1 million, if any.  The ISDA claim arose
under a certain agreement dated May 10, 2006, entered between
the Debtors' and J. Aron.

Each holder of class G allowed general unsecured claims will
get its pro rata share of (i) $200,000 in excess cash collateral
and (ii) 50% of the net recovery, receive from the BIP Holdings
LLC litigation, if any, after all allowed claims are paid.  The
BIP litigation is the causes of action arose out of the
assignment of two sale and conveyance in 2006, between the
Debtors and BIP, with respect to the sale of certain oil and
gas leases and real property.

Holders of class H allowed intercompany claims and class F warrant
will not receive any distribution under the plan.  All warrants
will be extinguished as of the plan's effective date.

Class I allowed equity interests of the Debtors will not be
modified or impaired, unless Debtors and any interest holder
agreed to in writing.

A full-text copy of the disclosure statement is available for
free at http://ResearchArchives.com/t/s?2eca

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

                    About Osyka Corporation

Headquartered in Houston, Texas, Osyka Corporation --
http://www.osyka.com/-- is an oil and gas company.  The company       
filed for Chapter 11 protection on March 3, 2008 (Bankr. S.D. Tex.
Case No.08-31467).   H. Rey Stroube, III, Esq., represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.

As reported in the Troubled Company Reporter on June 18, 2008,
the Debtors' summary of schedules showed total assets of
$109,754,313 and total debts of $83,792,755.


OTC INT'L: Gets Court OK to Sell Assets to Dialuck for $23 Mil.
---------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the United States Bankruptcy
Court for the Southern District of New York approved the sale of
substantially all of the assets of OTC International, Ltd. to
Dialuck Corporation for $23,000,000, free and clear of liens and
interests, pursuant to an asset purchase agreement dated May 1,
2008.

After due deliberation, Judge Gonzalez held that the sale is in
the best interests of the Debtor and its creditors as well as
other parties-in-interest.

The assets is comprised of the Debtor's (i) business operations,
active inventory and memo goods, (ii) all jewelry inventory
including any related intellectual property specific to certain
branded inventory, (iii) loose diamond inventory, (iv) business
operations of Netaya Corporation, an affiliate of the Debtor, (v)
all general accounts receivable, (vi) all leases and executory
contracts.

The sale is expected to close by July 15, 2008.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?2ecf

                    About OTC International

Long Island City, New York, OTC International, Ltd. --
http://www.otcinternational.com/-- manufactures jewelry and    
precious metal, specializing in diamonds, gold, silver, gemstones,
cameos, and watches.  The company filed for Chapter 11 protection
on April 3, 2008 (Bankr. S.D.N.Y. Case No. 08-11181).

Ian R. Winters, Esq., and Patrick J. Orr, Esq., at Klestadt &
Winters LLP, represent the Debtor in its restructuring efforts.  
The Debtor selected The Garden City Group Inc. as claims and
noticing agent.  The U.S. Trustee for Region 2 appointed creditors
to serve on an Official Committee of Unsecured Creditors.  
Silverman Perlstein & Acampora LLP represents the Committee as
its counsel in this case.  Howard Fielstein, CPA, a member of
Margolin Winer & Evens LLP, will serve as Chapter 11 examiner of
the Debtor's case.

The Debtor's summary of schedules listed total assets of
$16,362,907 and total debts of $74,024,680.  All assets are listed
at net book value excluding metal inventory on consigment of
$29,261,970.


PEOPLES COMMUNITY: Donald Hawke Rejoins Board of Directors
----------------------------------------------------------
Peoples Community Bancorp, Inc. disclosed that Mr. Donald L. Hawke
has been reappointed to serve on the board of directors.  He will
join the board of directors as a member of the class of directors
whose terms expire in 2010.

On June 16, 2008, the company received notification from the
Nasdaq Listings Qualifications Department indicating that the
company was not in compliance with Nasdaq's independent director
requirement as set forth in Marketplace Rule 4350 due to the
expiration of Mr. Hawke's term as a director at the company's
annual meeting held on May 28, 2008.

Based upon Mr. Hawke's reappointment to serve on the board of
directors, Nasdaq confirmed in a letter dated June 19, 2008 that
the company was now in compliance with all Nasdaq Marketplace
Rules.

Headquartered in West Chester, Ohio, Peoples Community Bancorp
Inc. (NasdaqGM: PCBI) -- http://www.pcbionline.com/-- is the   
holding company for Peoples Community Bank, a federally chartered
savings bank with 19 full service offices in Butler, Warren and
Hamilton counties in southwestern Ohio and Dearborn and Ohio
counties in southeastern Indiana.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2008,
Cincinnati-based BKD, LLP, expressed substantial doubt about
Peoples Community Bancorp 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 report of the company's independent registered public
accounting firm contained an explanatory paragraph as to the
company's ability to continue as a going concern primarily due to
the company's current lack of liquidity to repay its $17.5 million
obligation under an outstanding line of credit due June 30, 2008.

On April 2, 2008, the company and Peoples Community Bank each
consented to the terms of Cease and Desist Orders issued by the
Office of Thrift Supervision (OTS).  The Orders prohibit Peoples
Community Bank from paying cash dividends to the company without
the prior consent of the OTS and the company will only be able to
rely upon existing cash and cash equivalents as sources of its
liquidity.  

Without the ability to rely on dividends from Peoples Community
Bank, the company will require funds from other capital sources to
meet its obligations such as restructuring the current line of
credit or replacing the current line of credit.  

The company was not in compliance with one of the loan covenants
at Dec. 31, 2007, and at March 31, 2008, and the lender has the
ability to accelerate all outstanding amounts upon notice and the
passage of 30 days.  The company said it is currently negotiating
resolution of these issues with the current lender and other
parties.


PINE CCS: Moody's Gives B2 Rating to Class B Notes Due 2014
-----------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by Pine CCS, Ltd.

  -- A3 to the $1,025,000,000 Class A-1 Notes due 2014;
  -- A3 to the $488,600,000 Class A-2 Notes due 2014;
  -- B2 to the $132,400,000 Class B Notes due 2014

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio of senior loans due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

The transaction is a balance sheet CLO sponsored and arranged by
Lehman Brothers Inc.


PIONEER NATURAL: Fitch Holds BB+ Rating; Changes Outlook to Stable
------------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Pioneer Natural
Resources' debt ratings to Stable from Negative.  Fitch affirmed
Pioneer's ratings as:

  -- Issuer Default Rating 'BB+';
  -- Sr. Unsecured 'BB+'.

Pioneer's ratings continue to be supported by the company's long-
lived onshore reserve base, modest debt levels relative to its
peers, and the outlook for the company to begin generating
positive free cash flows.  Offsetting factors include the high
levels of share repurchases during the past three years, weak
three-year average organic reserve replacement rates, and the high
levels of negative free cash flows.

The change in the Rating Outlook to Stable reflects expectations
for higher operating cash flows which should result in the company
generating positive free cash flows in 2008 and 2009.  Improved
operating cash flows are being driven by significant production
growth rates combined with increased realizations on commodity
sales.  Higher realizations stem from the significant run-up in
commodity prices, expiration of historical out-of-the-money hedges
and reduced VPP obligations in the coming years.

Pioneer is a large independent oil & gas exploration and
production company with operations in the U.S. (Permian Basin,
Mid-Continent, Rockies, Gulf Coast & Alaska) and Africa (Tunisa
and South Africa).  At year-end 2007, the company had
approximately 964 MMBOE of proven reserves.  Pioneer is
headquartered in Irving, Texas.


PROGRESSIVE MOLDED: Obtains CCAA Stay Order Through July 9
----------------------------------------------------------
Progressive Molded Products, Inc., Progressive Marketing, Inc.,
THL-PMPL Holding Corp., and Progressive Moulded Products Limited,
sought and obtained an order for creditor protection under the
Companies' Creditors Arrangement Act before the Honorable Mr.
Justice Geoffrey B. Morawetz of the Ontario Superior Court of
Justice (Commercial List), in Ontario, Canada.

Until and including July 9, 2008, creditors and parties-in-
interest are prohibited from commencing or continuing any action
against the Applicants, their directors and officers, or Ernst &
Young, Inc., as the proposed CCAA Monitor, except with the
written consent of the Applicants and the Monitor, or with leave
of the Canadian Court.  

The Applicants will remain in possession and control of their
current and future assets, undertakings, and properties,
including all their proceeds.  The Applicants will continue to
hire employees, consultants, and other professionals they deem
necessary in the ordinary course of business, to assist the
Applicants in their restructuring.  The Applicants will continue
to pay these employees and professionals in the ordinary course
of business.  The Canadian Court prohibits the Applicants from
making any payments other than ordinary payroll amounts and
related remittances and deductions without the prior consent of
the Prepetition Agents or further Court order.

The Applicants are also authorized to continue utilize their
existing bank accounts and that all banks in which the Applicants
maintain any bank accounts are authorized to continue to
maintain, service, and administer the Bank Accounts.  The
Applicants are further authorized to continue to manage their
cash and cash equivalents and transfer funds pursuant to the
central cash management system currently in place.

The Applicants are given the right to:

   (a) permanently or temporarily cease, downsize, or shut down
       any of their business or operations and to dispose of
       redundant or non-material assets not exceeding $500,000,
       in any one transaction, or $1,000,000 in the aggregate;

   (b) terminate the employment of employees or temporarily lay
       off employees as the Applicants may deem appropriate;

   (c) vacate, abandon, or quit any leased premises or repudiate
       any real property lease and any ancillary agreements
       relating to any leased premises;

   (d) pursue all avenues of refinancing and offers for material
       parts of the Applicants' business or property, in whole or
       in part; and

   (e) effect a continuance of the transfer of THL-PMPL from New
       Brunswick to Ontario, if considered necessary or
       appropriate.

The Applicants will indemnify their directors and officers from
all costs and expenses except to the extent of a director's or
officer's breach of fiduciary duties or gross negligence.  The
directors and officers of THL-PMPL and PMPL will be entitled to a
director's charge not exceeding $7,000,000, as security for the
indemnity.  The D&O will only be entitled to the Director's
Charge to the extent they do not have coverage under by D&O's
insurance policy.  

The Canadian Court directed the Applicants to provide funds to
their insurance brokers by no later than June 27, 2008, to
purchase an extension on their currently existing D&O liability
policy for a period of up to 12 months, and tail insurance for a
period of six years.  However, the Applicants will not purchase
the Insurance Extension and Tail if they are not available after
making reasonable efforts and the cost of purchasing them will be
more than $150,000 in the aggregate.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: CCCA Court Approves Ernst & Young as Monitor
----------------------------------------------------------------
Progressive Molded Products, Inc., Progressive Marketing, Inc.,
THL-PMPL Holding Corp., and Progressive Moulded Products Limited,
sought and obtained authority from the Honorable Mr. Justice
Morawetz to appoint Ernst & Young, Inc., as the Applicants'
monitor in their insolvency proceedings under the Canadian
Companies' Creditors Arrangement Act.

As an officer of the Canadian Court, E&Y will monitor the
property and the Applicants' conduct of business.  Specifically,
E&Y will:

   (a) report to the Canadian Court matters relating to the
       property, the business, the restructuring and other
       matters as may be relevant to the Applicants' insolvency
       proceedings;

   (b) monitor and review receipts, disbursements and
       reconciliations within the Cash Management System and Bank
       Accounts and in relation to intercompany transactions and
       obligations;

   (c) assist the Applicants in preparing the cash flow
       projections, budgets, and any other reporting or
       information they may require, which information will be
       reviewed with the Monitor;

   (d) assist the Applicants in their dissemination of financial
       and other information as requested by the Prepetition
       Agents and as otherwise required by the Applicants;

   (e) assist the Applicants in dealing with creditors,
       customers, vendors and other interested persons;

   (f) advise the Applicants in their development of the plan of
       arrangement and any amendments to the Plan and in their
       negotiations with creditors, customers, vendors and other
       interested persons;

   (g) assist the Applicants with their restructuring activities;

   (h) given any consent or approval as contemplated by the
       Canadian Court order;

   (i) assist the Applicants with the holding and administering
       of creditors' or shareholder' meetings for voting on the
       Plan;

   (j) have full and complete access to the books, records and
       management, employees and advisors of the Applicants;

   (k) be at liberty to engage independent legal counsel or other
       professional the Monitor deems necessary with respect to
       the exercise of its powers and performance of its
       obligations under the Canadian Court order;

   (l) serve as a "foreign representative" of any of the
       Applicants in any proceeding outside of Canada and to
       assist the Applicants in the coordination of the CCAA
       proceedings with the Chapter 11 cases; and

   (m) consider, and if deemed advisable by the Monitor, prepare
       a report and assessment of the Plan.

The Monitor and its counsel will be paid their reasonable fees
and disbursements by the Applicants as part of the costs of their
Canadian insolvency proceedings.  

The Monitor, its Canadian and U.S. counsel, the Applicants'
Canadian and U.S. counsel, and any other professionals currently
engaged by the Applicants will be entitled to an administration
charge not exceeding an aggregate amount of $3,600,000, as
security for their unpaid professional fees and disbursements.  
The Administration Charge will be allocated as:

   Monitor and its Canadian and U.S. Counsel     $1,500,000
   Applicants' Canadian Counsel                   1,500,000
   Applicants' U.S. Counsel                         600,000
   All other professionals                        1,500,000

To the extent that any of the beneficiaries of the Administration
Charge have received payment of their fees and expenses incurred
on or after the Termination Date pursuant to the Applicants' use
of their cash collateral through the administration of the Carve-
Out, the amount of the Administration Charge available to them
will be reduced dollar-for-dollar.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Thomas H. Lee Expected to Lose $200MM
---------------------------------------------------------
The Financial Times reports that private equity firm Thomas H.
Lee Partners is expected to lose its entire $200,000,000
investment in Progressive Moulded Products, following the plastic
injection moulding systems supplier's petition for creditor
protection under Chapter 11 of the Bankruptcy Code and the
Canadian Companies' Creditors Arrangement Act.

FT also says Goldman Sachs is also likely to lose everything.  
According to documents submitted by the Debtors to the Bankruptcy
Court, funds associated with Goldman Sachs also hold 5.2% of the
company's common shares and 10.1% of its preferred shares.
Under the absolute priority rule under the Bankruptcy Code,
administrative claims during the bankruptcy cases and claims
secured by collateral are prioritized over unsecured claims and
equity interests.  Equity holders won't recover anything unless
the unsecured creditors, and other debt holders receive recovery
on account of their claims.

Progressive's bankruptcy petition did not give insight whether
the company was still solvent or whether it still has money for
equity holders.  Progressive gave estimates that it had
$500,000,000 to $1,000,000,000 each in debts and assets.  Guy P.
Prentice, the company's chief financial officer, however, said in
an affidavit that the company has at least $550,000,000 in debt.

According to FT, in recent weeks, banks and bondholders had
agreed to recapitalize Progressive and reduce its debt burden.  
But the agreement fell apart when the auto makers refused to pay
in advance for parts because they, too, are in trouble, people
familiar with the matter say, the report said.  Progressive
failed to obtained support from lenders after the company's major
customers were reluctant to make additional concessions.

Thomas H. Lee acquired Progressive from Oak Hill Capital Partners
in 2004.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Organizational Meeting Scheduled for July 7
---------------------------------------------------------------
An organizational meeting in the Chapter 11 cases of Progressive
Molded Products, Inc., et al. will be held on July 7, 2008 at
2:00 p.m. at the J. Caleb Boggs Federal Building, 844 King
Street, Room 2112, in Wilmington, Delaware.

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

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

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


QUEBECOR WORLD: Closes Sale of European Assets for EUR135 Million
-----------------------------------------------------------------
Quebecor World Inc. has completed the previously announced sale of
its European operations to Hombergh/De Pundert Group (HHBV), a
Netherlands based investment group.  The transaction is valued at
approximately EUR135 million.

Under the agreement, Quebecor World received EUR52 million in
cash. HHBV will assume about EUR61 million of net debt, and a
EUR21.5 million five-year note bearing interest at 7% per year
payable to Quebecor World.  The sale was made substantially on an
"as is, where is" basis and was not subject to the approval of
either Quebecor World's or HHBV's shareholders.

"We are pleased to conclude this transaction which will allow us
to focus on our business in the Americas and which should enable
us to exit creditor protection in North America as a stronger
player in our industry," said Jacques Mallette, President and CEO
of Quebecor World.  "I thank our European employees for their
support and would like to ensure our European customers we will
continue to provide them with a full-service offering to grow
their businesses in North America and Latin America."

Quebecor World's European operations consisted of 16 printing and
related facilities employing approximately 3,500 people in
Austria, Belgium, Finland, France, Spain and Sweden producing
magazines, catalogs, retail inserts, direct mail products, book
and directories.

As reported in the Troubled Company Reporter on June 19, 2008,
The U.S. Bankruptcy Court for the Southern District of New York
approved a purchase agreement between Quebecor World Inc. and its
debtor-affiliates and Hombergh Holdings BV's affiliate, Vadeho
II, B.V., under which HHBV will pay EUR133,000,000, for the
Debtors' European assets, and assume certain liabilities.

The sale agreement requires Vadeho to acquire all of the issued
and outstanding shares of non-debtor Quebecor World European
Holding S.A., from QWI; and non-debtor 4434889 Canada Inc.'s
membership interest in QW SPV (USA) LLC.  The agreement
contemplates for the assignment of intercompany loans, totaling
EUR515,000,000 as of May 28, 2008, advanced by the Debtors to the
European affiliates to Vadeho.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


RED SHIELD: Files Chapter 11 Petition in Bangor
-----------------------------------------------
Red Shield Environmental LLC and RSE Pulp & Chemical LLC filed
chapter 11 petition with the U.S. Bankruptcy Court for the
District of Maine, Bangor Division on Friday, June 27, 2008.

The rise in chip and oil prices has placed Red Shield "in a
temporary cash flow bind," The Associated Press quoted owner Ed
Paslawski, as stating.  Red Shield is currently in talks with
investors and banks regarding the reopening of the mill, Mr.
Paslawski disclosed, AP said.

Red Shield obtained a $30 million grant from the U.S. Department
of Energy, but it wasn't enough to solve the company's financial
concerns, AP revealed.

A day before the filing, AP reported that the company planned to
seek bankruptcy protection in order to "clear the way" to pay 145
workers who haven't received their salaries for almost three
weeks, Rober Keach, Esq., Debtors' counsel said.  Mr. Keach added
that the Debtors experienced cash flow problems, however, their
mill will soon be reopened, AP said.

In June 18, McClatchy-Tribune Information Services said that at
least 160 Red Shield workers were forced to remain at home when
the Debtors' facility was temporarily shut down in June 6.  Some
30 workers were already terminated.

Red Shield acquired the facility in 2006 from Georgia-Pacific
Corp.  That acquisition brought new hope for the community,
according to a report by the Polar Bear and Co.'s Ramona du Houx.  
The mill was used by Red Shield to produce ethanol, an alternative
fuel.

Gov. John Baldacci said that they will prioritize the reopening of
the mill, Bangalore News said.

Amid the bankruptcy, Bangalore News said, that the Debtors will
continue partnership with University of Maine and American Process
Inc. in the production of pulp.

                        About Red Shield

Red Shield Environmental LLC -- http://www.redshieldenv.com/-- is  
an investment group focused on the refinancing and start up of
Maine businesses.  The company provides an energy related campus
located in Old Town, Maine with an overall focus on renewable
energy development.  Prospective projects include production and
design of cellulosic ethanol and other commercialized
technologies.

During 2006 and 2007 Red Shield Environmental accomplished
manufacturing objectives for energy and pulp production.  This
allows the company to provide continued employment for many in the
Old Town area with the potential for increased future employment
in areas devoted to renewable energy and manufacturing.

The Red Shield Environmental campus currently consists of Red
Shield Environmental and RSE Pulp & Chemical.


RED SHIELD: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Red Shield Environmental, LLC
             1 Portland St.
             Old Town, ME 04468-0564
             Tel: (207) 827-4692

Bankruptcy Case No.: 08-10633

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        RSE Pulp & Chemical, LLC                   08-10634

Type of Business: The Debtors are investors focused on the
                  refinancing and start up of businesses.  They
                  have an energy-related campus located in Old
                  Town, Maine in the US with an overall focus on
                  renewable energy development.  Their prospective
                  projects include production and design of
                  cellulosic ethanol and other commercialized
                  technologies.  See http://www.redshieldenv.com/

Chapter 11 Petition Date: June 27, 2008

Court: District of Maine (Bangor)

Debtors' Counsel: Robert J. Keach, Esq.
                     Email: rkeach@bernsteinshur.com
                  Bernstein, Shur, Sawyer & Nelson
                  100 Middle St., 6th Fl.
                  P.O. Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  http://www.bernsteinshur.com/

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

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

A. Red Shield Environmental, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Nalco Co.                      trade debt            $338,838
P.O. Box 640863
Pittsburgh, PA 15264-0863
Tel: (412) 278-8600
Fax: (630) 305-2844

Anthem Blue Cross/Blue Shield  insurance             $124,603
P.O. Box 591
Lewiston, ME 04243-0591
Tel: (800) 322-9808
Fax: (207) 822-7526

Old Town Water                 trade debt            $117,673
150 Brunswick St.
Old Town, ME 04468

Bangor Hydro Electric Co.      trade debt            $96,492

New Age Fastening Systems,     trade debt            $76,800
Inc.

Berry Dunn McNeil & Parker     accounting services   $70,255

Thompson Enterprises           trade debt            $61,885

Thornton Construction, Inc.    trade debt            $61,678

PPL EnergyPlus, LLC            trade debt            $51,222

EMR, Inc.                      trade debt            $37,459

NEWSME, LLC                    trade debt            $31,165

Precision Emissions, Inc.      trade debt            $30,000

Foresight Engineering, PC      trade debt            $25,020

Vanamee, Barbara               trade debt            $25,000

J.D. Raymond Transportation,   trade debt            $23,473
Inc.

Maine Employers Mutual         trade debt            $20,129
Insurance, Inc.

Maine Energy, Inc.             trade debt            $19,458

Monson Cos, Inc.               trade debt            $15,528

Waste Management               trade debt            $15,286

Marshall Specialty Grinding    trade debt            $14,427

B. RSE Pulp & Chemical, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
EKA Chemical, Inc.             trade debt            $780,137
1775 W. Oak Commons Ct.
Marletta, GA 30060
Fax: (770) 321-5877

Milo Chip, LLC                 trade debt            $626,864
P.O. Box 489
Jackman, ME 04945
Tel: (207) 688-4457
Fax: (207) 943-2734

Costigan Chip, LLC             trade debt            $435,091
P.O. Box 489
Jackman, ME 04945
Tel: (207) 688-4457
Fax: (207) 827-5986

International Paper            trade debt            $311,800
Cogeneration of Maine, Inc.
Attn: International Paper Co.
6400 Poiplar Ave.
Memphis, TN 38197
Tel: (901) 419-9000
Fax: (901) 419-1436

William T. Gardner & Sons,     trade debt            $296,229
Inc.
I-95 Access Rd.
Lincoln, ME 04457-0189
Tel: (207) 794-2303
Fax: (207) 794-2275

F.W. Webb. Co.                 trade debt            $286,294
67 Target Industrial Circle
Bangor, ME 04401

PPG Industries, Inc.           trade debt            $240,801

Nalco Co.                      trade debt            $178,697

AH Lundberg                    trade debt            $148,044

Kemira Chemicals, Inc.         trade debt            $146,866

KA Steel Chemicals, Inc.       trade debt            $145,307

Sprague Energy Corp.           trade debt            $143,346

Ovalstrapping, Inc.            trade debt            $109,905

Bluewater Energy Solutions,    trade debt            $108,505
Inc.

GAC Chemical                   trade debt            $84,663

Chemtrade Logistics (U.S.),    trade debt            $75,760
Inc.

Skills, Inc./Sebasticook       trade debt            $70,061
Lumber

Foresight Engineering, PC      trade debt            $67,181

Graymount (Qc), Inc.           trade debt            $63,475

Johnston Dandy Co.             trade debt            $58,014


RH DONNELLEY: Completed Exchange Offer Cues Fitch's Rating Actions
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Issuer Default
Ratings and outstanding debt ratings of R.H. Donnelley Corp. and
subsidiaries:

RHD (Holding Company)
  -- IDR affirmed at 'B+';
  -- Senior unsecured notes downgraded to 'B-/RR6' from 'B/RR5';

R.H. Donnelley, Inc. (RHDI; Operating Company; Subsidiary of RHD)
  -- IDR affirmed at 'B+';
  -- Bank facility affirmed at 'BB+/RR1';
  -- New senior unsecured notes rated 'BB-/RR3'.

Dex Media, Inc. (DXI; Holding Company; Subsidiary of RHD)
  -- IDR affirmed at 'B+';
  -- Senior unsecured notes downgraded to 'B-/RR6' from 'B/RR5'.

Dex Media East (DXE; Operating Company; Subsidiary of DXI)
  -- IDR affirmed at 'B+';
  -- Bank facility affirmed at 'BB+/RR1'.

Dex Media West (DXW; Operating Company; Subsidiary of DXI)
  -- IDR affirmed at 'B+';
  -- Bank facility affirmed at 'BB+/RR1';
  -- Senior unsecured affirmed at 'BB+/RR1';
  -- Senior subordinated affirmed at 'B/RR5'.

The Rating Outlook remains Negative.

The rating actions reflect the completion of the exchange offer
and a reduction in the distressed EBITDA multiple used in Fitch's
recovery rating analysis.

On May 8, RHD disclosed that it had launched a series of financing
activities to reduce near term mandatory debt repayments, provide
additional covenant flexibility and extend its maturity profile.  
On June 6, the second amendment to the RHDI credit facility and
its new DXW credit facility closed.  The amendment and new
facility provided the sought after covenant flexibility, maturity
extension and permitted RHDI to pursue the note exchange.  These
enhancements were offset by higher interest rates.  Fitch rates
each of these facilities 'BB+/RR1', reflecting their priority in
the capital structure and its expectation that more than 90%
recovery is achievable.

Also on May 8, RHD initiated an offer to exchange approximately
$700 million in lower interest rate senior unsecured notes
outstanding at RHD for $488 million of higher interest rate notes
at RHDI.  On June 23rd, RHD announced that approximately
$600 million in RHD notes were tendered and would be exchanged for
$412.9 million in RHDI notes.  This action is a credit negative
for RHD bonds as their Recovery Ratings had been dependent on
residual asset value from RHDI, resulting in the downgrade of the
RHD senior unsecured notes to 'B-/RR6', reflecting negligible
recovery prospects.  The new bonds that are at RHDI will have a
higher claim on RHDI asset value than the RHD bonds, resulting in
a 'BB-/RR3' (51%-70% recovery) rating assigned to the RHDI notes.

The ratings incorporate Fitch's lowering of the distressed EBITDA
multiple used in its RR analysis from 6.0 times to 5.5x.  The
lower multiple reflects operating performance pressures and
related contraction in market multiples.  Future reductions in
Fitch's distressed multiple are possible and could negatively
impact RRs.

Fitch views the recent exchange as largely neutral to the
consolidated credit profile; headline leverage is marginally
lower, but the capacity to service its obligations is relatively
unchanged.  Fitch acknowledges that these actions remove several
near-term overhangs.  However, the Negative Outlook reflects that
sustained top line pressure, the limited scalability of the cost
structure and increased interest costs could make it difficult to
meet Fitch's prior deleveraging expectations.  Fitch will continue
to monitor operating performance closely for more evidence
regarding the cyclical and secular components of revenue
deterioration.

Acceleration of revenue declines that are sustained beyond mid-
single digits and not offset by cost cuts could weigh negatively
on the rating.  Fitch estimates RHD can endure low-to-mid single
digit revenue declines and still de-lever the balance sheet,
albeit slower than previously anticipated.

Going forward, Fitch expects management will be exclusively
focused on paying down debt under the secured facilities, however,
Fitch continue to expect consolidated leverage levels to remain
above management's stated target of 6.0x (or below) in the
intermediate term.


RITE AID: Mulls $425MM Offering of Senior Secured Notes Due 2016
----------------------------------------------------------------
Rite Aid Corporation intends to offer $425 million in aggregate
principal amount of senior secured notes due 2016, pursuant to an
effective shelf registration statement filed with the Securities
and Exchange Commission.

Rite Aid intends to use the net proceeds from the offering and
borrowings under a new $350 million senior secured term loan,
which is permitted under the accordion feature in Rite Aid's
existing senior secured credit facility to:

   -- fund the purchase price, accrued interest, consent payment
      and related fees and expenses with respect to its tender
      offers and consent solicitations for any and all of its
      8.125% Senior Secured Notes due 2010, 9.25% Senior Notes due
      2013 and 7.5% Senior Secured Notes due 2015; and

   -- redeem any 2015 Notes that remain outstanding after the
      completion of the Tender Offers.

The Tender Offers are scheduled to expire at midnight, New York
City time, on July 1, 2008, unless extended.  Settlement of the
Tender Offers is expected to occur concurrently with the closing
of this offering and Rite Aid's Tranche 3 Term Loan.

Citi is acting as sole book-running manager for the Notes
offering.  Banc of America Securities LLC is acting as co-manager
for the offering.

Copies of the prospectus and prospectus supplements related to the
offering may be obtained from:

     Citi's Prospectus Department
     8th Floor, Brooklyn Army Terminal,
     140 58th Street
     Brooklyn, NY 11220
     Tel (718) 765-6732

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain        
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Jun 10, 2008,
Moody's Investors Service assigned a Caa2 (LGD6, 95%) rating to
Rite Aid Corporation's new $158 million 8.5% convertible notes and
affirmed the company's existing long-term debt rating.  At the
same time, the company's outlook was revised to negative and its
speculative grade liquidity rating was lowered to SGL-4 from
SGL-3.


RITE AID: Posts $157 Million Net Loss in 1st Quarter Ended May 31
-----------------------------------------------------------------
Rite Aid Corp., in a press statement, reported $156.6 million net
loss for the first quarter compared to $27.6 million net income in
last year's first quarter ended May 31, 2008.

The Wall Street Journal indicated that higher expenses and
disappointing sales at the Brooks and Eckerd stores that Rite Aid
purchased in 2007 continue to hurt its results.

WSJ said that during the quarter, Rite Aid discounted heavily to
try to fend off competitors but the markdowns eroded profits so
much that Rite Aid had to ease up on the discounts.

According to WSJ, the loss was roughly twice as large as analysts
were expecting, mainly because operating expenses came in higher
than their forecasts.  Revenue rose 49% to $6.61 billion, WSJ
adds.

Rite Aid shares fell 40 cents, or 23%, to $1.35 in June 25
composite trading on the New York Stock Exchange, WSJ Stated.

Shares of Rite Aid Corp. fell to an all-time low as the company
swung to a loss for its fiscal first quarter, WSJ noted.  

At May 31, 2008, the company's balance sheet showed total assets  
of $11.4 billion, total liabilities of $9.8 billion and total
stockholders' equity of about $1.6 billion.

WSJ, citing chief executive Mary Sammons, said that the company's
forecasts include an expectation that the economy will continue to
be weak.  If the situation worsens Rite Aid will further cut
inventories and expenses, WSJ citing Ms. Sammons pointed out.

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain        
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Jun 10, 2008,
Moody's Investors Service assigned a Caa2 (LGD6, 95%) rating to
Rite Aid Corporation's new $158 million 8.5% convertible notes and
affirmed the company's existing long-term debt rating.  At the
same time, the company's outlook was revised to negative and its
speculative grade liquidity rating was lowered to SGL-4 from
SGL-3.


ROBERT DILLON: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Robert W. Dillon
         Roberta S. Dillon
         119 Carthage Road
         Scarsdale, NY 10583

Bankruptcy Case No.: 08-22865

Chapter 11 Petition Date: June 22, 2008

Court: Southern District of New York (White Plains)

Debtors' Counsel: Bruce R. Alter, Esq.
                  Alter & Goldman
                  550 Mamaroneck Avenue
                  Suite 510
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031
                  altergold@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors list of their Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service                             $1,605,557
P.O. Box 21126
Philadelphia, PA 19114                    *Value     $1,400,000
                                   Net Unsecured       $475,008
                              *Prior  Liens Exit

NYC Department of Finance         Taxes                $155,000
345 Adams Street, 3rd Floor
Attn: Leg Affairs-Devora Cohen
Brooklyn, NY 11201

Washington Mutual                Credit Card Purchases   $8,048
1301 Second Avenue
Seattle, WA 98101

Capital One                      Credit Card Purchases   $3,240

Mercedes                         Lease                   $2,869

Washington Mutual                Credit Card Purchases   $2,280


ROOM SOURCE: To Hold GOB Sales, Shutter 5 Stores & Warehouse
------------------------------------------------------------
KCRA 3 reports that furniture chain The RoomSource is planning a
"high-impact" floor sample sale, which will be held over the next
two to three weeks, and, once that sale concludes, will hold a
store-closing going out of business sale.

According to KCRA 3, Room Source will close its five stores in
Modesto, Stockton, Rocklin, Sacramento and Rancho Cordova, in
California.  The warehouse on North 10th Street in Sacramento will
also shut down, the report says.

Room Source LLC, aka The RoomSource and RoomSource, of Sacramento,
California, filed for chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of California on June
25, 2008 (Case No. 08-28487).  RoomSource blamed the downturn in
the local economy, KCRA 3 says.

Sarah M. Stuppi, Esq., at Law Offices of Stuppi & Stuppi, in
Walnut Creek, California, represents the Debtor.

Room Source disclosed $1,000,000 to $10,000,000 in estimated
assets, and $10,000,000 to $50,000,000 in estimated debts when it
filed for bankruptcy.


SALOMON BROTHERS: Moody's Junks Rating of Class G-1 Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of nine classes,
downgraded one class and affirmed 16 classes of Salomon Brothers
Commercial Mortgage Trust 2001-MM, Commercial Mortgage Pass-
Through Certificates, Series 2001-MM as:

  -- Class A-3, $44,447,038, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $19,311,544, affirmed at Aaa
  -- Class C, $24,129,605, upgraded to Aa1 from A1
  -- Class D, $10,591,148, affirmed at Baa2
  -- Class E-1, $6,380,190, upgraded to A1 from A2
  -- Class F-1, $7,600,000, affirmed at Ba1
  -- Class G-1, $3,212,914, downgraded to Caa1 from B3
  -- Class E-2, $12,215,443, upgraded to A1 from A3
  -- Class F-2, $5,000,000, affirmed at Ba1
  -- Class G-2, $2,211,964, affirmed at B2
  -- Class E-3, $12,800,000, upgraded to A2 from A3
  -- Class F-3, $6,100,000, upgraded to Baa2 from Ba1
  -- Class G-3, $6,211,964, upgraded to Ba3 from B1
  -- Class E-4, $11,400,000, upgraded to A3 from Baa1
  -- Class F-4, $2,800,000, upgraded to Baa3 from Ba1
  -- Class G-4, $511,964, affirmed at Ba3
  -- Class E-5, $14,400,000, affirmed at Baa1
  -- Class F-5, $5,900,000, affirmed at Ba1
  -- Class G-5, $511,964, affirmed at B2
  -- Class E-6, $7,900,000, affirmed at Ba3
  -- Class F-6, $1,200,000, affirmed at B3
  -- Class G-6, $511,964, affirmed at Caa2
  -- Class E-8, $15,000,000, affirmed at Baa1
  -- Class F-8, $5,500,000, affirmed at Ba1
  -- Class G-8, $3,811,964, upgraded to B1 from B2

Moody's upgraded the rating of Class C due to increased
subordination levels due to loan payoffs and amortization.  The
upgrade of Classes E-1, E-2, E-3, F-3, G-3, E-4, F-4 and G-8 is
due to the improved overall performance of the associated loan
group while the downgrade of Class G-1 is due to a decline in
performance of the largest loan in its loan group.

As of the June 19, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 68.3%
to $213.9 million from $674.4 million at securitization.  The
Certificates are collateralized by 12 mortgage loans ranging in
size from 2.8% to 14.3% of the pool, with the top 3 loans
representing 41.0% of the pool.  There have been no losses since
securitization and currently there are no loans in special
servicing.

This transaction has some unique features in terms of certificate
structure, loan grouping, payment priority and loss allocation.  
The trust consists of five senior certificates (Classes A-3, X, B,
C and D) and 21 junior certificates.  The junior certificates are
divided into seven series corresponding to specific loan groups.

Each loan group supports three certificates (E, F and G).  The
aggregate principal balance of each loan group is divided into a
senior portion and a junior portion.  After the principal balance
of the related senior portion has been reduced to zero, principal
payments are then applied to the junior certificates on a
senior/sequential basis within each respective loan group.

Based on the payment priority and the certificate structure of
this transaction, it is possible that a junior certificate holder
may receive principal payments before the principal balance of a
higher-rated certificate from a different loan group is reduced to
zero.  At securitization there were eight loan groups but one
group, corresponding to Classes E-7, F-7 and G-7, has been repaid
in full.

Moody's was provided with year-end 2006 operating results for
100.0% of the pool.  Moody's loan to value ratio for the overall
pool is 67.0% compared to 64.7% at Moody's last full review in
November 2006 and 72.8% at securitization.  The LTV of each loan
group is discussed below.

Loan Group A consists of two loans totaling $18.0 million and is
the collateral for Classes E-1, F-1 and G-1.  Loan Group A's
certificate balance has declined by approximately 79.1% since
securitization due to amortization and the payoff of two loans.  
The loans in this group are no longer making principal payments to
the senior pooled classes.

The largest loan in this loan group is the 2777 East Camelback
Road Loan ($10.1 million), which is secured by an 111,000 square
foot office building located in Phoenix, Arizona.  The weighted
average LTV for Loan Group A is 77.0% compared to 72.2% at last
review.  Moody's is upgrading Class E-1 due increased credit
support.  Moody's is downgrading Class G-1 due to the decline in
performance of the Camelback Road Loan, which has a current LTV of
102.0% compared to 88.0% at last review.

Loan Group B consists of one loan and is the collateral for
Classes E-2, F-2 and G-2.  Loan Group B's certificate balance has
declined by approximately 87.6% since securitization due to
amortization and the payoff of three loans.  The loan in this
group is no longer making principal payments to the senior pooled
classes.

The remaining loan in Loan Group B is the Mercy West Medical
Center Loan ($10.4 million), which is secured by a 142,000 square
foot medical office building in Clive, Iowa.  Moody's LTV for Loan
Group B is 75.8% compared to 68.2% at last review.  Despite the
increase in LTV, Moody's is upgrading Class E-2 due to increased
credit support due to loan payoffs.

Loan Group C consists of two loans totaling $31.8 million and is
the collateral for Classes E-3, F-3 and G-3.  Loan Group C's
certificate balance has declined by approximately 63.1% since
securitization due to amortization and the payoff of two loans.

The largest loan in Loan Group C is the Trails Village Center Loan
($16.3 million), which is secured by 134,000 square foot retail
center located in Las Vegas, Nevada.  Moody's LTV for Loan Group C
is 52.4% compared to 56.1% at last review.  Moody's is upgrading
Classes E-3, F-3 and G-3 due to increased credit support and
overall improved loan performance.

Loan Group D consists of two loans totaling $37.3 million and is
the collateral for Classes E-4, F-4 and G-4.  Loan Group D's
certificate balance has declined by approximately 53.9% since
securitization due to amortization and the payoff of one loan.

The largest loan in Loan Group D is the Richmond Square Loan
($23.2 million), which is secured by a 360-unit luxury high rise
apartment building located in Arlington, Virginia.  Moody's LTV
for Loan Group D is 51.9% compared to 54.8% at last review.  
Moody's is upgrading Classes E-4 and F-4 due to increased credit
support and overall improved performance.

Loan Group E consists of two loans totaling $36.7 million and is
the collateral for Classes E-5, F-5 and G-5.  Loan Group E's
certificate balance has declined by approximately 57.1% since
securitization due to the loan payoffs and amortization.  The
largest loan in Group E is the Glenpointe Center East Loan
($30.7 million), which is secured by a 319,000 square foot office
building located in Teaneck, New Jersey.

Property performance has declined since last review due to the
softening of the Teaneck office market.  Moody's LTV for Loan
Group E is 68.4% compared to 65.4% at last review.  Despite the
decline in performance, Moody's is affirming the ratings due to
increased credit support.

Loan Group F consists of one loan totaling $27.2 million and is
the collateral for Classes E-6, F-6 and G-6.  Loan Group F's
certificate balance has declined by approximately 66.0% since
securitization due to amortization and the payoff of three loans.  
The remaining loan in Loan Group F is the SouthPark Towers Loan
($27.2 million), which is secured by a 292,000 square foot office
building located in Charlotte, North Carolina.

Property performance has declined since last review due to a
decline in rents and increased operating expenses.  Moody's LTV
for Loan Group F is 91.5% compared to 84.9% at last review.  
Despite the increase in LTV, Moody's is affirming the ratings due
to increased credit support.

Loan Group G has paid off in full.

Loan Group H consists of two loans totaling $52.4 million and is
the collateral for Classes E-8, F-8 and G-8.  Loan Group H's
certificate balance has declined by approximately 38.9% since
securitization due to amortization and the payoff of two loans.  
The largest loan in Loan Group H is the Stamford Square Loan
($30.0 million), which is secured by a 275,000 square foot Class A
office building located in Stamford, Connecticut.

The property is 100.0% occupied, the same as at last review and
securitization.  Moody's LTV for Loan Group H is 66.0% compared to
65.1% at last review.  Moody's is upgrading G-8 due to increased
credit support and overall stable performance.


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

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

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

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

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

                            About SCA

Security Capital Assurance Ltd (SCA) -- http://www.scafg.com/--  
through its subsidiaries -- XL Capital Assurance Inc., (XLCA) a
monoline financial guarantee insurance provider, and XL Financial
Assurance Ltd. (XLFA), a monoline provider of reinsurance to
financial guarantee insurers -- provides credit enhancement for
the obligations of debt issuers worldwide.  As reported by the
Troubled Company Reporter on June 23, 2008, Moody's Investors
Service downgraded to B2, from A3, the insurance financial
strength ratings of XL Capital Assurance Inc., XL Capital
Assurance (U.K.) Limited and XL Financial Assurance Ltd.  In the
same rating action, Moody's also downgraded the debt ratings of
Security Capital Assurance Ltd (NYSE: SCA -- preference shares to
Ca from B3) and a related financing trust.

                          About XLCA

XL Capital Assurance Inc. (XLCA) delivers credit enhancement for
the obligations of debt issuers worldwide.  It guarantees US
municipal bonds; asset-backed securities; debt backed by utilities
and selected infrastructure projects; specialized risks, including
future flow securitizations and bank deposit insurance; and
collateralized debt obligations (CDOs). It provides financial
guarantee that is unconditional and irrevocable and, in the
process, help clients overcome a broad spectrum of strategic,
competitive and financial challenges.
                        
                         About CreditSights

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

SHARPER IMAGE: Hearing on Plan Filing Date Extension Set July 16
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware will convene a hearing on July 16, 2008, at 11:00
a.m., to consider approval of the request of The Sharper Image
Corp. to extend its exclusive plan proposal period.  Objections
were due June 23, however, no parties filed objections to the
extension request as of the Objection Deadline.

By application of Rule 9006-2 of the Local Rules of Bankruptcy
Practice and Procedures of the United States Bankruptcy Court for
the District of Delaware, the Exclusive Plan Proposal Period is
automatically extended until the conclusion of the hearing.

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


SHARPER IMAGE: Hilco/Gordon Brothers to Market Brand Name
---------------------------------------------------------
The joint venture between Hilco Organization and Gordon Brothers
Group, LLC, will market Sharper Image Corporation's brand name,
Sharper Image(R), to retailers, The Wall Street Journal reports.

James Salter, Hilco Consumer Capital's chief executive officer,
told the Journal that "he envisions Sharper Image products being
marketed worldwide through infomercials, Web sites and catalogs,
as well as in the aisles of stores such as Target or Best Buy."

"[Sharper Image] always generated a lot of foot traffic.  But
some brands are retailers, and some are better as wholesalers.  
Sharper Image is better as a wholesaler," the Journal quotes Mr.
Salter, as saying.  A $5,000,000 investment is needed to analyze
new products and to market the Sharper Image trademark, the
Journal said.

According to Mr. Salter, the Sharper Image brand name can
generate $1,000,000,000 in annual retail sales per year, the
Journal quoted.

The Hilco/GB joint venture previously purchased substantially all
of Sharper Image's assets for $49,000,000, including $33,000,000
for the company's brand name.

                 Committee Agrees not to Impede Sale;
             Hilco/GB Funds Unsecured Creditors' Trust

The Official Committee of Unsecured Creditors seeks the approval
of the U.S. Bankruptcy Court for the District of Delaware of a
letter agreement it entered into with the Joint Venture, which
memorializes the Committee's agreement to:

   (a) refrain from taking action to impede the consummation of
       the sale transaction, including, without limitation, the
       filing or prosecution of its objection to the sale
       transaction and the filing or prosecution of an appeal
       or motion to reconsider the Sale Order; and

   (b) waive the right to challenge the Joint Venture's conduct
       during the auction process or the change of its bid.

In exchange for the Committee's agreement not to impede the sale
transaction, the Joint Venture agreed to fund a trust account for
the Debtor's general unsecured creditors.  The Joint Venture will
transfer an amount equal to the lesser of $500,000, and 10% of
the gross royalties paid for the period of January 1, 2009,
through December 31, 2009, from the intellectual property
acquired by Joint Venture.

According to the Committee's counsel, Margaret M. Manning, Esq.,
at Whiteford Taylor & Preston, LLP, in Wilmington, Delaware, the
settlement funds contemplated in the Letter Agreement represents
a bargained-for, guaranteed recovery for general unsecured
creditors, and is not part of the purchase price under the asset
purchase agreement entered into between the Debtor and the Joint
Venture.  

A copy of the Letter Agreement between the Committee and the
Joint Venture is available for free at:

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

                     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.  

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware will convene a hearing on July 16, 2008, at 11:00
a.m., to consider approval of the request of The Sharper Image
Corp. to extend its exclusive plan proposal period.

(Sharper Image Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000)


SHARPER IMAGE: Court Approves Employee Incentive Plan
-----------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approves the Incentive Plan in the bankruptcy case of The
Sharper Image Corp. and authorizes the Debtor to implement it.  
Judge Gross, however, limits the payments to:

   -- $617,000 in the aggregate as payments to the Debtor's
      going-out-of-business Administrative Employees as incentive
      pay for work performed in connection with the Second Wave
      Store Closings; and

   -- $435,000 in the aggregate as payments to the members of the
      Debtor's Wind-Down Team as incentive pay.

         U.S. Trustee Slams Employee Incentive Plan

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
asked the Court to deny approval of the Incentive Plan in the
bankruptcy case of Debtor because it is a disguised retention
plan, thus violating Section 503(c)(1) of the Bankruptcy Code.

The Incentive Plan applies to a number of persons with an
"officer" status and a level of responsibility consistent with
the designation, the U.S. Trustee's counsel, Joseph J. McMahon,
Jr., Esq., trial attorney for the U.S. Department of Justice,
noted.  Those persons are called "officers" for the purpose of
determining whether the restrictions on retention payments are
being honored.  However, Mr. McMahon, pointed out that the
Incentive Plan is designed not to induce employees to achieve
performance goals but to keep the employees around until their
tasks are completed.

In addition, Mr. McMahon noted that the Incentive Plan proposes
transfers that are outside of the ordinary course of the Debtor's
business.  The transfers are not justified by the facts and
circumstances of the Debtor's case, in violation of Section
503(c)(3), he argued.  The Incentive Plan does not represent the
actual, necessary costs of preserving the estate as required by
Section 503(b)(1)(A), and the amounts to be paid to certain
employees are unreasonable, he added.  

The Debtor proposed to pay several employees excessive amounts to
remain with the company for a limited period of time, in addition
to paying base salaries for doing less ordinary course work, the
U.S. complains.  Furthermore, the Plan contains provisions, which
give the Debtor excessive discretion.

In light of this, the U.S. Trustee asked the Court to deny
approval of the Incentive Plan.  The U.S. Trustee also asked the
Court not to allow the Debtor to file certain exhibits related to
the Incentive Plan under seal to the extent that the Debtor seeks
to protect information relating to its "named executive
officers."  

"There is a strong, compelling presumption of open access to
judicial records and proceedings in civil matters," the U.S.
Trustee argued.  The Debtor is a public company and is obligated
under federal securities laws to file reports with the Securities
and Exchange Commission, which includes the compensation paid and
payable to its executive officers, she contended.

                     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.  

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware will convene a hearing on July 16, 2008, at 11:00
a.m., to consider approval of the request of The Sharper Image
Corp. to extend its exclusive plan proposal period.

(Sharper Image Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000)


SHUMATE INDUSTRIES: March 31 Balance Sheet Upside-Down by $5.7MM
-----------------------------------------------------------------
Shumate Industries Inc.'s consolidated balance sheet at March 31,
2008, showed $5,066,475 in total assets and $10,788,782 in total
liabilities, resulting in a $5,722,307 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,418,516 in total current assets
available to pay $7,826,593 in total current liabilities.

The company reported a net loss of $1,444,778 on revenues of
$1,454,436 for the first quarter ended March 31, 2008, compared
with a net loss of $909,175 on revenues of $2,448,488 in the same
period last year.

Shumate Machine Works sales decreased by $354,671, or a decrease
of 20%, to $1,431,861 for the three months ended March 31, 2008,
compared to $1,786,532 for the three months ended March 31, 2007.
The decrease in sales was attributed to lack of working capital
that caused delays in procuring raw materials and delays in sub-
contract outside services.

Hemiwedge Valve Corporation sales decreased by $639,381, or a
decrease of 97%, to $22,575 for the three months ended March 31,
2008, compared to $661,956 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?2ec5

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 13, 2008,
Houston-based Malone & Bailey, PC, expressed substantial doubt on
Shumate Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm stated
that Shumate requires significant amount of cash in its operations
and does not have sufficient cash to fund its operations for the
next twelve months.

                     About Shumate Industries

Based in Conroe, Texas, Shumate Industries Inc. (OTC BB: SHMT)
-- http://www.shumateinc.com/-- is an energy field services  
company.  The company operates through two wholly owned
subsidiaries, Shumate Machine Works, a contract machining and
manufacturing division, and Hemiwedge Valve Corporation, a
proprietary new valve technology that targets mid-stream process
and flow control markets with its Hemiwedge(R) Cartridge valve
product line, sub-sea via a pending licensing deal for
Hemiwedge(R) sub-sea high pressure valve product line, and
Hemiwedge(R) down-hole valves under development for drilling
applications.


SOURCEGAS LLC: Moody's Cuts Debt Rating to Ba1; Outlook is Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded the debt of SourceGas LLC to
Ba1 (LGD2, 25%) from Baa3 and assigned a Corporate Family Rating  
of Ba2 to the SourceGas family.  The rating outlook is stable.

This rating action concludes the review for possible downgrade
that was initiated on May 30, 2008.  The downgrade adjusts
SourceGas's credit rating to reflect the company's growth-oriented
strategy via acquisitions, which will likely raise business,
event, refinancing, and integration risk, and stress financial
metrics.

The review of SourceGas's credit follows the natural gas
distribution company's announcement that it will acquire Arkansas
Western Gas Company, and will consider other opportunistic
acquisitions as well.  While acquiring AWG will expand the
company's service area and is expected to be earnings accretive,
this purchase and the growth strategy will expose SourceGas to the
aforementioned future risks.

In addition to incremental debt, SourceGas's financial performance
could experience further stress from the regulatory lag typical in
this industry, and it is also likely to file additional post
acquisition rate cases after the appropriate rate-freeze period.

Finally, additional acquisitions will bring on more goodwill,
which regulated companies are generally not allowed to pass along
to ratepayers in the form of expanded base rates.  This will
restrict returns while raising leverage under Moody's gas LDC
rating methodology.

Moody's considers the profile of the consolidated SourceGas entity
in analyzing the credit since a holding company exists above
SourceGas LLC which carries debt that is serviced wholly by the
subsidiary.  SourceGas's Ba2 CFR reflects the company's weak first
12 months of operations (1Q08LTM), which map to a high single B
credit, but also improved proforma metrics for the first full year
of AWG included operations (2009), which map to a Ba1.

The downgrade of SourceGas's debt reflects an expectation of a
weakening financial profile over the intermediate term horizon for
the entire SourceGas corporate structure, as compared to that of a
company focused strictly on organic growth.  The Ba1 debt rating
was determined using Moody's Loss Given Default model, based on
SourceGas's Ba2 CFR and Probability of Default Ratings of Ba3.

The stable outlook for SourceGas incorporates expectations that
the company will continue to pursue an acquisitions strategy
within the rate regulated domain and expand into somewhat familiar
service territories where it could develop constructive
relationships with regulatory regimes.

The stable outlook reflects the greater leeway afforded to the
company with a Ba2 CFR to pursue an active growth strategy and
also assumes that existing experienced operating personnel will
accompany the acquired companies being integrated into SourceGas.

Ratings Downgraded/ Assessments Assigned:

  -- $325MM senior unsecured notes of 5.90% due in 2017 to Ba1
     (LGD 2, 25%) from Baa3.

  -- Corporate Family Rating -- Ba2
  -- Probability of Default Rating -- Ba3

Source Gas LLC is a limited liability company headquartered in
Lakewood, Colorado, whose operating subsidiaries are largely
retail gas distributors serving over 266,000 customers in
Colorado, Nebraska, Wyoming and Hermosillo, Mexico.  Other
regulated intra-state pipeline business contributes 22% of gross
margin.

Non-regulated operations comprise the remaining consolidated gross
margin of approximately 14% which consists of non-regulated
pipeline and storage facility leasing activity, participation in
Choice Gas commodity sales programs in Nebraska and Wyoming and a
household appliance service business.  Its owners are a subsidiary
of the General Electric Company (50%), and affiliates of Alinda
Investments LLC(50%).


SUMMITT CENTRIC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Summitt Centric Partners, Inc.
        1625 Candler Road
        Gainesville, GA 30507
        dba
        Maintenance-Free Building Products

Bankruptcy Case No.:  08-21660

Type of Business: The Debtor is into whole lumber/plywood/millwork
                  Ret lumber/building materials building and
                  construction and maintenance services.

Chapter 11 Petition Date: June 25, 2008

Court: Northern District of Georgia (Gainesville)

Judge:Robert Brizendine

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W.
                  Suite 960
                  Atlanta, GA 30339
                  Phone: 770-984-2255
                  E-mail: pmarr@mindspring.com

Estimated Assets: $100,001 to $500,000

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

A copy of the Debtor's petition with a list of largest unsecured
creditors is available at http://bankrupt.com/misc/gnd08-21660.pdf


SUN COAST: Disclosure Statement OK'd; Unsec. Creditors To Get 75%
-----------------------------------------------------------------
The Hon. Michael G. Williamson of the United States Bankruptcy
Court for the Middle District of Florida conditionally approved a
joint disclosure statement explaining a joint Chapter 11 plan of
liquidation, dated June 6, 2008, of Sun Coast Hospital and Sun
Coast Imaging Center LLC, filed on June 18, 2008.

Judge Williamson held that the joint disclosure statement contains
adequate information within the meaning of Section 1125 of the
U.S. Bankruptcy Code.  He will convene a hearing on Aug. 12, 2008,
at 10:00 a.m., to consider the confirmation of the Debtors' plan.  
The hearing will take place at 801 N. Florida Avenue, Courtroom 8A
in Tampa, Florida.

Separately, the Court extended the exclusive periods to solicit
acceptances of that plan until Aug. 5, 2008.

The joint plan contemplates the liquidation of substantially
all of the Debtors' assets.  On the Plan's effective date,
all properties of the Debtors will be consolidated into one
estate and all interests in the Debtors will be canceled and
extinguished.  The joint plan provides for cash payments to
creditors by the liquidating agent from the distribution reserve
account on the distribution date.

According to Bill Rochelle of Bloomberg News, unsecured creditors  
holding $10 million in claims is expected to get between 0% to 75%
recovery.  However, if the Court found that security interest of
bondholders is legitimate, unsecured creditors may recover between
0% to 30% instead.

As of June 18, 2008, the Debtors have $17.4 million cash.  They
are presently seeking to recover additional assets valued between
$1.2 million to $4.8 million, excluding recoveries for causes of
actions under Chapter 5 of the Bankruptcy Code.

On Feb. 29, 2008, Largo Medical Center Inc., an affiliate of
HCA Inc., completed the purchase of all of the Debtors' assets for
$19.8 million in cash including the assumption of liabilities,
pursuant to an agreement dated Dec. 28, 2007, entered between the
Debtors and Largo Medical.  In effect, the sale made Largo Medical
the largest hospital in Pinellas County in Florida, with 456-bed
acute care facility.

A full-text copy of the Joint Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?2e5b

A full-text copy of the Joint Chapter 11 Plan of Liquidation is
available for free at http://bankrupt.com/misc/SunCoastPlan.pdf

                   About Sun Coast Hospital

Headquartered in Largo, Florida, Sun Coast Hospital Inc. --
http://www.suncoasthospital.net/-- is a 200-bed acute care   
hospital that was initially established in 1957 by Dr. Alan J.
Snider as an 18-bed acute care hospital.  The company and its
debtor-affiliate, Sun Coast Imaging Center, LLC, filed for Chapter
11 protection on Dec. 28, 2007 (Bankr. M.D. Fla. Case Nos.
07-12926 and 07-12928).  Charles A. Postler, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, Florida, represent the
Debtors.  The U.S. Trustee for Region 21 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  Adam L.
Alpert, Esq., and H. Bradley Staggs, Esq., at Bush Ross, P.A.,
represent the Committee in this cases.

As reported by the Troubled Company Reporter on March 6, 2008, the
Debtor listed total assets of $44.9 million and total debts of
$40.2 million.


TERRY COFFMAN: Restaurant Property to be Auctioned Off July 14
--------------------------------------------------------------
Terry L. Coffman II LLC's Velleggia's Italian Seafood Restaurant
is set to be auctioned off on July 14, 2004, Maryland's The Daily
Record reports.

Anne Riley at Daily Record says Terry L. Coffman II, a real estate
developer, bought the building in 2006 for $1,800,000 from the
Velleggia family.  The Debtor initially planned to knock the
building down and build a new complex with retail stores on the
bottom and apartments on the top.

The report says local restaurant owners are concerned about what
might happen in Little Italy, where the restaurant is located, if
the Velleggia's property goes to auction.  The local restaurateurs
said the closure of one eatery could affect them all, the report
adds.

Terry Lee Coffman, II, filed for Chapter 11 bankruptcy protection,
pro se, on May 12, 2008 (Bankr. D. Md. Case No. 08-16549).  The
Debtor disclosed total assets and liabilities below $1,000,000.


THAYLEA PORT: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Thaylea Port
        5217 Terreno Drive
        Mission Viejo, CA 92691

Bankruptcy Case No.: 08-13472

Chapter 11 Petition Date: June 20, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Robert J. Curtis
                  Curtis Law Group
                  19700 Fairchild Rd., Ste. 380
                  Irvine, CA 92612
                  Tel (949) 955-2211
                  Fax (949) 955-2217
                  Email rcurtis@curtislawgroup.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/cacb08-13472.pdf


THOMAS OWENS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Thomas Oliver Owens
         Patricia Lynn Owens
         7451 S. Dayton Point
         Lecanto, FL 34461

Bankruptcy Case No.: 08-09221

Chapter 11 Petition Date: June 24, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtors' Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Buddy@tampaesq.com

Total Assets: $4,850,798

Total Debts:  $1,761,391

Debtors' list of their 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ford Motor Credit Corp           2004 Ford Expedition   $10,668
National Bankruptcy Center       - Repossessed
PO Box 537901
Livonia, MI 48153

                                 Guarantor Lake Truss    $9,600
                                 - 2002 F150

Lake County Tax Collector        Real Estate taxes      $16,000
PO Box 327
Tavares, FL 32778

Green Tree                                              $12,729
Mailstop L800C
800 Landmark Towers
345 St Peter Street
Saint Paul, MN 55102

Washington Mutual/Providian      CreditCard             $12,092

Hernando County Tax              Real Estate Taxes      $11,446

Citrus County Tax Collector      Real Estate taxes      $10,000

Hudson & Keyse LLC               Collection Attorney     $8,949
                                 Washington Mutual Bank

Cap One - Virginia               CreditCard              $7,511

Capital One Auto Finance         2002 F150 Pick Up      $16,074
                                                       ($10,000
                                                       secured)

Presidio/cm                      CreditCard              $4,555

Harley Davidson Financial        1979 Cessna 337        $49,404
                                                       ($45,000
                                                       secured)

Cap One - Georgia                CreditCard              $3,277

Midland Credit Management        First North             $3,240
                                 American National

eMerge                           CreditCard              $3,174

Bank of America                  CreditCard              $2,856

Applied Bank                     CreditCard              $2,154


TRANS ENERGY: March 31 Balance Sheet Upside-Down by $1,681,152
--------------------------------------------------------------

Trans Energy Inc.'s consolidated balance sheet at March 31, 2008,
showed $18,987,258 in total assets and $20,668,410 in total
liabilities, resulting in a $1,681,152 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,812,689 in total current assets
available to pay $3,108,023 in total current liabilities.

The company reported a net loss of $1,213,709 for the first
quarter ended March 31, 2008, compared with a net loss of $577,594
in the same period a year ago.

Total revenues of $427,646 for the three months ended March 31,
2008, increased 50% compared to $285,520 for the three months
ended March 31, 2007, primarily due to new drilling, acquisitions,
and increased production from the efforts of the work over
program.

Loss from operations for the first quarter of 2008 was $677,142
compared to a loss from operations of $528,318 for the first
quarter of 2007.  The increase is primarily due to an increase in
selling, general and administrative expenses.  The increase in
selling, general and administrative expenses is related to the
value of shares issued as part of the companny's Long-term
Incentive Bonus Program for its officers, directors, and senior
managers during the quarter and employee stock compensation under
employment agreements.

Interest expense increased to $476,193 in the three months ended
March 31, 2008, as compared to $95,059 in the same period for
2007, primarily due to increased borrowings for the company's  
drilling program.

                 Liquidity and Capital Resources

At March 31, 2008, the company had a working capital deficit of
$1,295,334 compared to a deficit of $686,549 at Dec. 31, 2007.   

During the first three months of 2008, net cash provided by
financing activities was $3,265,135 compared to $73,629 in the
same period of 2007.  

On June 22, 2007, Trans Energy finalized a financing agreement
with CIT Capital USA Inc.  Under the terms of the agreement, CIT
will lend up to $18,000,000 to Trans Energy in the form of a
senior secured revolving credit facility.  Trans Energy has the
ability, at additional cost, to increase the credit facility to
$30,000,000 in the future, with increases in its reserves.  For
the three months ended March 31, 2008, Trans Energy borrowed an
additional $3,286,852 from CIT which increased the total
outstanding credit balance to $18,000,000, leaving no unused
available credit facility.

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?2ec6

                       Going Concern Doubt

GBH CPAs, PC, in Houston, expressed substantial doubt about Trans
Energy Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's significant losses from operations and working
capital deficit.

                        About Trans Energy

Based St. Marys, W. Va., Trans Energy Inc. (OTC BB: TENG) --
http://www.transenergyinc/-- is engaged in the exploration,  
development and production of natural gas and oil, and the
marketing and transportation of natural gas.  

The company owns interests in and operate approximately 271 oil
and gas wells in West Virginia.  It also owns and operates an
aggregate of over 24 miles of four-inch, six-inch and eight-inch
gas transmission lines located within West Virginia in the
counties of Marion, Doddridge, Ritchie, Wetzel and Tyler.  It also
has approximately 25,638 gross acres under lease in West Virginia
primarily in the counties of Wetzel, Marion and Doddridge.


TRIBUNE CO: CEO Sam Zell Looks into Real Estate to Generate Cash
----------------------------------------------------------------
Tribune Company stated in a press statement that it will explore
strategic options for maximizing the value of Tribune Tower,
located in downtown Chicago, and Times Mirror Square, located in
downtown Los Angeles.  The company has issued requests for
proposals to several of the country's real estate firms.

Tribune is seeking assistance in identifying various structures,
development opportunities, and occupancy strategies for both
properties.  The company intends to maintain an ongoing ownership
position in the Tower and in Times Mirror Square.

The Wall Street Journal stated that Tribune could fetch hundreds
of millions of dollars from a sale of the buildings that house the
Chicago Tribune and Los Angeles Times newsrooms.  But a more
likely outcome are moves that would allow Tribune to wring revenue
out of the properties without selling them, WSJ adds.

WSJ, citing real-estate experts, said that Tribune could generate
cash short of outright sales by moving staffers to less-expensive
locations and find tenants for the resulting free space.  Or the
company could reap a windfall by selling the buildings and then
leasing office space from the new owners, WSJ indicated.

"Both Tribune Tower and Times Mirror Square are iconic structures,
deeply intertwined with the history of this company," Sam Zell,
Tribune chairman and chief executive officer, said in an e-mail to
employees.  "But they are also under-utilized, and as employee-
owners, it's in our best interests to maximize the value of all
our assets."

                        Property Overviews

Tribune Tower is 40-stories tall and has 940,000 square feet of
usable space.  The property also includes an adjacent parcel of
land, approximately one acre in size being used as a surface
parking lot.

Times Mirror Square is a complex of five buildings with 750,000
square feet of usable space, located on one city block.  The
property also includes an adjacent parcel of vacant land,
approximately two acres in size and a parking garage.

                       About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating               
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


VANTAGE LOFTS: Section 341(a) Meeting Scheduled for July 24
-----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
of Vantage Lofts LLC on July 24, 2008, at 4:00 p.m., at 341s Foley
Building, Room 1500 in Las Vegas, Nevada.

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.

Headquartered in Las Vegas, Nevada, Vantage Lofts LLC --
http://www.vantagelofts.com/-- builds and develops property.  The  
company file for Chapter 11 protection on June 20, 2008 (Bankr. D.
Nev. Case No.08-16586).  When the Debtor filed for protection
against its creditors, it listed total assets of $45,100,104 and
total debts of $72,459,622.


VANTAGE LOFTS: Wants to Hire Matthew Johnson as Counsel
-------------------------------------------------------
Vantage Lofts LLC asks the United States Bankruptcy Court for the
District of Nevada for permission to employ Matthew L. Johnson &
Associates P.C. as its counsel.

The firm will:

   a) prosecute or defend any lawsuits, adversary proceedings and
      contested matters arising out of this bankruptcy proceeding
      in which the Debtor may be a party;

   b) assist in the recovery and obtaining necessary court
      approval for recovery and liquidation of estate assets, and
      assist in protecting and preserve the same where necessary;

   c) assist in determining the priorities and status of claims
      and file objections thereto where necessary;

   d) assist in the preparation of a disclosure statement and
      Chapter 11 plan; and

   e) advise the Debtor and perform all other legal services for
      the Debtor which may be or become necessary in this
      bankruptcy proceeding.

The firm's professionals and their compensation rates are:

      Designations              Hourly Rates
      ------------              ------------
      Partners                     $300
      Associates                   $195
      Law Clerks                   $135

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Las Vegas, Nevada, Vantage Lofts LLC --
http://www.vantagelofts.com/-- builds and develops property.  The  
company file for Chapter 11 protection on June 20, 2008 (Bankr. D.
Nev. Case No.08-16586).  When the Debtor filed for protection
against its creditors, it listed total assets of $45,100,104 and
total debts of $72,459,622.


WACHOVIA BANK TRUST: Moody's Affirms Low B Ratings on Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed 18 classes of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-
C16 as:

  -- Class A-2, $491,331,162, affirmed at Aaa
  -- Class A-3, $67,687,000, affirmed at Aaa
  -- Class A-PB, $109,727,000, affirmed at Aaa
  -- Class A-4, $569,152,000, affirmed at Aaa
  -- Class A-1A, $205,108,998, affirmed at Aaa
  -- Class A-J, $131,545,000, affirmed at Aaa
  -- Class X-P, Notional, affirmed at Aaa
  -- Class X-C, Notional, affirmed at Aaa
  -- Class B, $56,744,000, upgraded to Aaa from Aa2
  -- Class C, $25,793,000, upgraded to Aa2 from Aa3
  -- Class D, $33,531,000, upgraded to A1 from A2
  -- Class E, $20,635,000, affirmed at A3
  -- Class F, $25,793,000, affirmed at Baa1
  -- Class G, $20,634,000, affirmed at Baa2
  -- Class H, $28,373,000, affirmed at Baa3
  -- Class J, $2,579,000, affirmed at Ba1
  -- Class K, $7,738,000, affirmed at Ba2
  -- Class L, $10,317,000, affirmed at Ba3
  -- Class M, $5,159,000, affirmed at B1
  -- Class N, $5,158,000, affirmed at B2
  -- Class O, $5,159,000, affirmed at B3

Moody's upgraded the ratings of Classes B, C and D due to
increased defeasance and credit support and overall stable pool
performance.

As of the June 16, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 10.1%
to $1.86 billion from $2.06 billion at securitization.  The
Certificates are collateralized by 180 mortgage loans ranging in
size from less than 0.1% to 6.1% of the pool, with the top 10 non-
defeased loans representing 29.6% of the pool.

The pool contains three loans with underlying ratings,
representing 13.6% of the pool. Twenty-six loans, representing
25.1% of the pool, have defeased and are collateralized with U.S.
Government securities.

There have been no realized losses since securitization and
currently there are no loans in special serving.  Eleven loans,
representing 4.2% of the pool, are on the master servicer's
watchlist.

Moody's was provided with partial or year-end 2007 operating
results for 85.8% of the pool.  Moody's loan to value ratio for
the conduit component is 92.7% compared to 95.1% at Moody's last
review in April 2007 and 95.2% at securitization.

The largest loan with an underlying rating is the 175 West Jackson
Loan ($111.5 million -- 6.0%), which represents a participation
interest in a $223.0 million first mortgage loan.  The loan is
secured by 1.5 million square foot Class A office building located
in downtown Chicago.  The property was 95.4% occupied as of August
2007, essentially the same as at last review.  Moody's current
underlying rating is Ba1, the same as last review.

The second loan with an underlying rating is the 180 Maiden Lane
Loan ($93.0 million -- 5.0%), which represents a participation
interest in a $186.0 million first mortgage loan.  The loan is
secured by a 1.1 million square foot Class A office building
located in the Financial District of New York City.

The property has been 100.0% occupied since securitization.  The
major tenant is Goldman Sachs Group, Inc. (Moody's senior
unsecured rating Aa3 - stable outlook; 73.8% NRA; lease expiration
April 2014).  Goldman's lease included a termination option for
100.0% of its premises effective November 2009 but Goldman did not
give the required notice in May 2008 to exercise the option.  
Moody's current underlying rating is Baa1, the same as last
review.

The third loan with an underlying rating is the Cameron Village
Loan ($47.3 million -- 2.5%), which is secured by a 630,000 square
foot retail center located in Raleigh, North Carolina.  The center
was 91.7% occupied as of December 2007 compared to 88.4% at last
review.  The largest tenants are Harris Teeter and the Wake County
Library.  Moody's current underlying rating is Baa3, the same as
last review.

The top three non-defeased conduit loans represent 9.0% of the
outstanding pool balance.  The largest conduit loan is the AON
Office Building Loan ($64.2 million -- 3.5%), which is secured by
a 412,000 square foot office building located in Glenview,
Illinois.

The property has been 100.0% occupied since securitization.  The
primary tenant is the AON Corporation (Moody's senior unsecured
rating Baa2; 98.2% NRA; lease expiration April 2017).  Financial
performance has improved due to AON's scheduled rental increases.  
Moody's LTV is 93.9% compared to 111.4% at last review.

The second largest conduit loan is the 17 Battery Place North Loan
($53.0 million -- 2.9%), which is secured by a 398,000 square foot
office building located in downtown Manhattan.  The property has
been 100.0% occupied since securitization.  The largest tenant is
the City of New York Department of Cultural Affairs (63.2% NRA;
lease expiration December 2012).  Moody's LTV is 95.4% compared to
96.2% at last review.

The third largest conduit loan is the Gilroy Crossing Shopping
Center Loan ($49.0 million -- 2.6%), which is secured by a
333,000 square foot retail center located in Santa Clara,
California.  The property was 100.0% leased as of August 2007.  
The largest tenants are Kohl's, Sportsmart Stores and Ross Dress
for Less.  Moody's LTV is 94.0% compared to 102.0% at last review.


WACHOVIA BANK TRUST: Fitch Places Ratings Under Negative Watch
--------------------------------------------------------------
Fitch Ratings places these classes of Wachovia Bank Commercial
Mortgage Trust, 2005-C20 on Rating Watch Negative:

  -- $41.2 million class F at 'BBB+';
  -- $32.1 million class G at 'BBB';
  -- $41.2 million class H at 'BBB-';
  -- $22.9 million class J at 'BB+';
  -- $13.7 million class K at 'BB';
  -- $13.7 million class L at 'BB-';
  -- $9.1 million class M at 'B+';
  -- $9.1 million class N at 'B';
  -- $9.1 million class O at 'B-'.

The Rating Watch Negative placements are due to concerns with the
declining value of the Macon and Burlington Malls (4.1%) due to
lower occupancy levels.  The loan is currently in special
servicing.  Fitch will evaluate the updated appraised values as
well as workout strategies, when they become available.

The specially serviced loan is backed by two cross-collateralized
regional malls located in Macon, Georgia and Burlington, North
Carolina.  The trust portion of the loan is $137.9 million and
began amortizing on a 30 year schedule in July 2006.  The total
debt on the properties totals $165.1 million and includes
$27.2 million in subordinate debt held outside the trust.


WELLMAN INC: Nixes Assets Sales, Opts for Restructuring Plan
------------------------------------------------------------
Wellman, Inc., and its debtors subsidiaries filed a joint plan of
reorganization with the United States Bankruptcy Court for the
Southern District of New York.

According to Bloomberg News, Wellman was unable to work out a
sale acceptable to first- and second-lienholders, thus resorted
to filing of a Chapter 11 plan to give the two groups most of the
value in the reorganized company.

Deutsche Bank Securities, which arranged the $225,000,000
postpetition loan package for the Debtors, required Wellman to
obtain the Bankruptcy Court's proposal to come up with procedures
for the sale of substantially all its assets within 90 days after
its its bankruptcy filing.  The deadline was extended thrice and
stakeholders later abandoned the proposed assets sale as initial
bids from potential buyers were below expectations.

According to the company's news release, the Plan is consistent
with its goal to successfully emerge from Chapter 11 as a stand-
alone company with improved liquidity and substantially less
debt.  Further, the Plan reflects the support of certain of the
Company's second lien term loan lenders, who have committed to
backstop a rights offering for $80,000,000 of new convertible
notes.

"Filing the Plan is a significant step in completing our plan of
reorganization and emerging from bankruptcy as a strong,
profitable and more competitive company," said Mark Ruday,
Wellman's Chief Executive Officer.

Hearings to consider adequacy of the information in the
disclosure statement explaining the terms of the Plan, and the
confirmation of the Plan have not yet been scheduled.  

The company plans to ask the Bankruptcy Court to confirm the Plan
before September 16, 2008 and to emerge from bankruptcy shortly
thereafter.

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


WILLIAM DEL BIAGGIO: Has $2MM Loan Overdue, Pacific Capital Says
----------------------------------------------------------------
The San Jose Business Journal (N.C.) reports that Pacific Capital
Bank is claiming that William "Boots" Del Biaggio III hasn't paid
a $2 million loan he took in 2006 with retired hockey star Luc
Robitaille.  The loan was due in March.

The report said Mr. Del Biaggio puts up as security 200,000 shares
of Heritage Bank of Commerce stock for a separate 2004 loan of
$1.92 million. This loan is due in November and didn't involve Mr.
Robitaille.  According to the report, the bank wasn't able to
verify whether Mr. Del Biaggio actually owned such shares, and so
it wants the bankruptcy court to review records relating to the
stock at two San Francisco brokerages, Shemano Group and Merriman
Curhan Ford.

The Shemano Group came into picture because the bank said Mr. Del
Biaggio used statements signed by Scott Cacchione, then president
of Shemano, to prove he owned the Heritage stock.  Mr. Del Biaggio
and his father founded Heritage Bank in the 1990s.

Messrs. Cacchione and Del Biaggio, and Merriman Curhan Ford are
also being sued over loans allegedly made with bogus collateral.

The suits were filed by Heritage Bank, Valley Community Bank,
Private Bank of the Peninsula, Modern Bank, AEG Facilities, DGB
Investments and Security Pacific Bank.  They claim that Mr. Del
Biaggio got more than $33 million in loans in late 2007 and 2008,
when financing his purchase of the Nashville Predators hockey
team.

As reported by the Troubled Company Reporter on June 9, 2008, Mr.
Del Biaggio filed a petition for chapter 11 bankruptcy protection
before the U.S. Bankruptcy Court for the Northern District of
California on June 7, 2008.  BDB Management LLC, BDB Management
III, LLC, of which Mr. Del Biaggio owned interests, also filed for  
Chapter 11 protection on the same day.  The Debtors have an
affiliate, Sand Hill Capital Partners III LLC, which filed for
Chapter 7 bankruptcy on June 5, 2008 (Bankr. N.D. Calif. Case No.
08-30989).

The AP, citing court documents, says Mr. Del Biaggio, has at least
$57,000,000 in unpaid personal and business loans, credit card
bills and other financial obligations.

Mr. Del Biaggio stepped down from Sand Hill Capital late in May.  
According to the reports, Mr. Del Biaggio is facing charges for
roughly $17,000,000 in the aggregate from lenders.

Established in 1996, Sand Hill Capital has four debt funds under
management, of which two are actively investing.  Sand Hill has
provided debt financing and equity co-investing in multiple
portfolio companies of top-tier venture capital firms, including
Broadcom, a semiconductor company specializing in VoIP, wireless
networking, and broadband communications solutions; Commerce One,
a provider of On-Demand Supplier Relationship Management solutions
and The Open Supplier Network; IBahn, a provider of secure
broadband-to-go at premium hospitality locations; and Odwalla,
maker of fruit drinks and snacks.

Menlo Park, California-based BDB Management LLC,  BDB Management
III, LLC and William J. Del Biaggio, III filed for Chapter 11
protection on June 7, 2008 (Bankr. N.D. Calif. Lead Case No. 08-
31001).  William J. del Biaggio, III, an interest holder of the
companies, concurrently filed for bankruptcy.  The Debtors have an
affiliate, Sand Hill Capital Partners III LLC, which filed for
Chapter 7 bankruptcy on June 5, 2008 (Bankr. N.D. Calif. Case No.
08-30989).

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

In his bankruptcy filing, Mr. Del Biaggio listed estimated assets
estimated debts of both $50 million to $100 million.


WILLIAM MILLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William E. Mills, Jr.
        34 Hawley Avenue
        Milford, CT 06460

Bankruptcy Case No.: 08-32003

Chapter 11 Petition Date: June 20, 2008

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler
                  Groob Ressler & Mulqueen
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel (203) 777-5741
                  Fax 203-777-4206
                  Email ressmul@yahoo.com

Estimated Assets: $500,001 to $1,000,000

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

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/ctb08-32003.pdf


WILLIAM WHITE: Says Cash Crunch in Construction Biz is Temporary
----------------------------------------------------------------
William Alexander White, commander of the Roanoke-based American
National Socialist Workers Party, said his fall into Chapter 11
bankruptcy should have no effect on his home construction business
or on his role as leader of his neo-Nazi organization.

Mr. White said he is just reorganizing some debt, and what he
experienced is only a temporary cash crunch.  According to the
report, Mr. White said he has been planning for some time to sell
his rental homes.

Mr. White filed for Chapter 11 bankruptcy on June 13, 2008 in the
U.S. Bankruptcy Court for the Western District of Virginia
(Roanoke) (Case No.: 08-71107).  Harry Wayne Brown, Esq.
represents him in his restructuring effort.  When he filed for
bankruptcy, he listed total assets of $1,926,569 and total debts
of $1,404,664.  

Reports by WJZ (Md.) and Roanoke Times (Va.) of Mr. White's
bankruptcy highlighted his involvement in the white supremacy
movement and his postings he made about his tenants at the Web
site Overthrow.com.  He is the owner of White Homes and Land LLC.

Laurence Hammack of Roanoke Times reported he used up several
credit cards to raise capital to purchase the first of about 20
homes he currently maintains as rental properties.  The same
report says Mr. White denied his financial difficulties were
related to the credit cards, rather it was due to medical bills of
more than $130,000 from the hospitalization of his wife and
newborn daughter.  His bankruptcy filing, though, includes more
than $52,000 in credit card debt.


WORNICK CO: Judge Aug Confirms Amended Joint Chapter 11 Plan
------------------------------------------------------------
The Hon. J. Vincent Aug, Jr., of the United States Bankruptcy
Court for the Southern District of Ohio confirmed an amended joint
Chapter 11 plan of liquidation of Wornick Co. and its debtor-
affiliates filed on April 4, 2008.

"Upon our emergence from Chapter 11, Wornick will have a
much stronger balance sheet," Joel Rosenblatt quotes Wornick
President and Chief Executive Officer Jon Geisler said in the
statement.

As reported in the Troubled Company Reporter on April 15, 2008,
Judge Aug approved the adequacy of the Debtors' amended disclosure
statement explaining the plan.  He held that the amended
disclosure statement contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code.

                       Overview of the Plan

Pursuant to the provisions of the U.S. Bankruptcy Code, only
holders of allowed claims or equity interests in classes of claims
or equity interests that are impaired and that are not deemed
to have rejected a proposed chapter 11 plan are entitled to vote
to accept or reject such plan.

Classes of claims or equity interests in which the holders of
claims or equity interests are unimpaired under a Chapter 11 plan
are deemed to have accepted the plan and are not entitled to
vote to accept or reject the plan.  Classes of claims or equity
interests in which the holders of claims or equity interests will
receive no recovery under a Chapter 11 plan are deemed to have
rejected the plan and are not entitled to vote to accept or reject
the plan.

Pursuant to the Plan, holders of Allowed Claims in Classes 1, 2,
5, 6, and 7 and Equity Interests in Class 10 will either receive
distributions equal to the total amount of their Claims or
retain their Equity Interests, as applicable, will be Unimpaired
and will be deemed to have accepted the Plan.

Holders of Allowed Claims in Classes 3 and 4 of the Plan will be
entitled to partial distribution on account of their Claims and
are Impaired.  As a result, holders of Allowed Claims in Classes 3
and 4 are entitled to vote to accept or reject the Plan.

Holders of Allowed Claims in Classes 8 and 9 and Equity Interests
in Class 11 of the Plan, consisting of holders of TWC Note Claims,
Subordinated Securities Claims and Equity Interests in the Non-
Surviving Debtors and Wornick, respectively, will not receive any
distributions under the Plan.  As a result, holders of Allowed
Claims in Classes 8 and 9 and Equity Interests in Class 11 are
conclusively presumed to have rejected the Plan.

The amended plan classifies claims against and interests in the
Debtors in 11 classes.  The classification of interests and claims
are:

                Treatment of Interests and Claims

   Type of                                  Allowed    Estimated
    Claim              Treatment            Claims     Recovery
   -------             ---------            -------    ---------
   Priority            Unimpaired          $100,000      100%
   Tax Claims

   DIP Financing       Unimpaired       $35,000,000      100%
   Claims

   Other Priority      Unimpaired        $1,700,000      100%
   Claims

   Other Secured       Unimpaired                --      100%
   Claims

   Prepetition          Impaired                 --       --
   Secured Loan
   Agreement
   Claims

   Senior Secured       Impaired      $140,219,335;       36%
   Note Claims                      $125,000,000 in   accrued
                                     principal plus       and
                                     $14,219,335 in    unpaid
                                        prepetition  interest
                                   accrued interest
                                     
   General Unsec.      Unimpaired        $1,000,000      100%
   Claims

   Unliquidated        Unimpaired                --       N/A
   Claims

   Intercompany        Unimpaired                --       N/A
   Claims

   TWC Note Claims      Impaired        $38,000,000        0%

   Subordinated         Impaired                 --        0%
   Securities
   Claims

   Equity Interests    Unimpaired                        100%
   in Surviving
   Debtors other
   than Wornick

   Equity Interests     Impaired                           0%
   of Non-Surviving
   Debtors and
   Wornick

                   Equity Sale Pursuant to Plan

On Feb. 12, 2008, the Debtors entered into an Purchase Agreement
with Viren Acquisition Corp.  The Purchase Agreement provides for
the sale of 100% of the equity of Reorganized Wornick, or
substantially all of the Debtors' assets to the Purchaser as well
the assumption by the Purchaser of certain of the Debtors'
liabilities pursuant to section 363 of the U.S. Bankruptcy Code.

The Debtors, in the exercise of their business judgment, believe
the Purchase Agreement is the best way to maximize the value of
the estates for creditors.  The Purchase Price is subject to
higher and better offers and the Purchase Price far exceeds the
projected recoveries under the Debtors' liquidation analysis.  The
Debtors intend to address the issue of whether the Purchase
Agreement, or a Modified Purchase Agreement, as the case may be,
maximizes value at a transaction approval hearing.

Following the occurrence of certain events, the Purchaser may
elect, by providing written notice to the Debtors, that the
Transaction be effected outside a Chapter 11 plan, in the form of
a sale of all or substantially all of the Debtors' assets, in
which case the Debtors and the Purchaser will seek Court approval
of the Asset Sale at the transaction approval hearing.

A full-text copy of the Amended Disclosure Statement is available
for free at

               http://ResearchArchives.com/t/s?2a80

A full-text copy of the Amended Joint Chapter 11 Plan of
Liquidation is available for free at

               http://ResearchArchives.com/t/s?2a81

Based in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual
and        
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D. Ohio, Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in
their restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.  An
official committee of unsecured creditors has not been appointed
in these cases.  The company listed between $100 million and $500
million assets and between $100 million and $500 million in debts
in its bankruptcy filing.


W.R. GRACE: High Court Drops Request to Review Criminal Case
------------------------------------------------------------
The U.S. Supreme Court rejected W.R. Grace & Co.'s request for a
review of the criminal charges filed by the U.S. Government
against the company and seven of its former executives involving
the release of asbestos from the Libby, Montana, vermiculite mine.

Grace has operated and mined vermiculite ore in the Libby mine
from 1963 to 1992. Libby residents complained of serious health
problems as a result of the release of asbestos from the mine. In
response, the Government obtained an indictment in 2005 charging
Grace and its officers of conspiracy to violate environmental laws
and obstruct federal agency proceedings, violations of the federal
Clean Air Act, and obstruction of justice. A trial, which has been
originally scheduled in September 2006, was indefinitely delayed
as a result of further appeals by the Government and Grace.

The Government has opposed Grace's request for a Supreme Court
review of the criminal charges arguing that further review will
further delay the trial.  According to the Government, "[s]ome
witnesses and many victims . . . are dying from mesothelioma,
asbestosis, and other asbestos-related diseases . . . As time
passes, more witnesses will be unavailable to testify, and fewer
victims will be able to attend the trial."

The U.S. District Court for the District of Montana, in 2006,
preliminarily dismissed as time barred the "knowing endangerment
object in the indictment. In October 2007, at the Government's
behest, the U.S. Court of Appeals in the Ninth Circuit reinstated
the conspiracy charges.  Grace appealed the Appellate Court's
ruling and asked for Supreme Court intervention.

According to the Seattle Post Intelligencer, Grace argued over the
scientific definition of the type of asbestos that contaminated
the vermiculite and insisted that the Environmental Protection
Agency's definition of "asbestos" doesn't cover most of the fibers
identified in the vermiculite ore mined in Libby.

Grace has said in a regulatory filing with the U.S. Securities
and Exchange Commission in September 2007 that it may pay as much
as $280 million in fines if convicted in the criminal case.  
Grace added that its former officers may face up to 15 years of
imprisonment, if convicted.  In another regulatory filing with
the SEC in March 2007, Grace said it expects that legal fees for
its defense in the indictment and that of its current and former
employees could range from $3 million to $4 million per quarter.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  


XL CAPITAL: CreditSights Analyst Sees Bond Insurer Insolvencies
---------------------------------------------------------------
A story in our June 25 newsletter, about CreditSights analyst Rob
Haines' report on bond insurers and the possibility of
insolvencies, incorrectly mentioned "XL Capital" (also known as XL
Capital Ltd. or "XL") in the headline and in the article. It also
falsely reported that XL Capital is a subsidiary of Security
Capital Assurance Ltd. (SCA).

Rob Haines' report was referring to XL Capital Assurance Inc.
(also known as XLCA) which is a subsidiary of SCA.  XLCA is a
provider of monoline financial guarantee insurance.

While XL Capital has a minority ownership stake in SCA, they are
separate companies with separate management and separate Boards of
Directors.  Also XLCA is NOT a subsidiary of XL Capital Ltd and XL
Capital Ltd is NOT a bond insurer.

XL Capital Ltd. is the holding company for the XL Capital group of
companies. XL Capital Ltd., through its operating subsidiaries, is
a leading provider of global insurance and reinsurance coverages
to industrial, commercial and professional service firms,
insurance companies and other enterprises on a worldwide basis.
More information about XL Capital Ltd. is available at
http://www.xlcapital.com.


ZAMIAS NORTH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Zamias North Fork Inc.
        424 Country Club Road
        Johnstown, PA 15905

Bankruptcy Case No.: 08-70687

Related Information: Maurice R. Strawn, Jr., secretary, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: June 25, 2008

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: James R. Walsh, Esq.
                  (jwalsh@spencecuster.com)
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423

Estimated Assets: $0 to $50,000

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

List of Unsecured Creditors:

   Creditor                    Nature of Claim   Claim Amount
   --------                    ---------------   ------------
   VGM Financial Services      disputed              $150,000

   Capital One                 line of credit         $65,000

   First Commonwealth Bank                             $6,547

   Susquehanna Patriot                                $24,570
   Commercial Leasing


* Moody's Says Creditors May Recover Less than in the Past
----------------------------------------------------------
Holders of bank loans and bonds from US corporate issuers in
default can expect to recover less of their investment than in
past years, says Moody's Investors Service.

The ratings agency attributes the lower expected recovery rate to
the increase in issuance of secured bank loans over the past
several years, which has created top-heavy capital structures for
many spec-grade issuers.

"The substantial increase in bank loans' average share of total
debt will reduce average recoveries for both loans and bonds,"
Kenneth Emery, Moody's Director of corporate default research
said.  "Loans have less junior debt below them which will serve as
a drag on recovery rates, while bond recovery rates will suffer
from being in a more subordinated position relative to loans."

Moody's recovery outlook is based on its Loss Given Default  
assessments, which it has published for non-financial speculative-
grade corporate issues since 2006.

The LGD assessments signal that the average expected ultimate
recovery rate on US 1st lien senior secured bank loans is 68%,
which compares with an actual historical average recovery rate of
87%, said Moody's.

Moody's expects recovery rates on US 2nd lien loans to be only
21%, compared to the historical average of 61%.  Most of these
loans have been made to 'loan only' issuers with only bank debt—no
bonds—so that they sit at the bottom of the capital structure.

For senior unsecured bonds of US speculative-grade issuers,
Moody's expects an average ultimate recovery rate of 32%, which is
below its historical average of 40%.  Subordinated bonds are
expected to recover 18%, which is also below their 28% historical
average.

The number of speculative-grade issuers relying solely on bank
loans has risen from about 10% of all speculative-grade U.S.
issuers in 2004 to 34% today.  Of speculative grade issuers with
bank loans, nearly 60% are loan-only issuers, compared to under
30% in 2004.

"The rapid growth of issuers having only rated loans, without any
bonds outstanding, has played a substantial role in increasing
loans' share of total debt across rated issuers," Mr. Emery said.  
"It will reduce recovery rates on both bank loans and bonds."

Moody's LGD assessments are calibrated to a large extent on the
experience of the 1990-91 and 2001-02 recessions, and therefore
already largely incorporate downturn economic conditions, says
Emery.  However, if the US economy were to experience a recession
that was more severe than the past two US recessions, debt
recovery rates could be even lower than currently given by Moody's
LGD assessments.

The upside risk to the outlook is if creditors are able to
minimize declines in issuers' enterprise values at the time of
default resolution by, for example, forcing distressed issuers
into bankruptcy at a relatively early stage of distress.  While
large loan shares imply that loan holders have an incentive to be
more vigilant in maintaining issuers' enterprise values, weak or
no loan maintenance covenants will likely prevent such an outcome,
says Moody's.


* Moody's Says Canada Has Only Two Issuer Defaults in 2007
----------------------------------------------------------
Despite the turmoil in global credit markets, the Canadian
corporate default environment remained benign in 2007 with only
two Canadian corporate issuers defaulting, Moody's Investors
Service reported in its sixth annual review of corporate defaults,
recovery rates, and credit losses among Canadian corporate bond
issuers.  

The two Canadian corporate issuers (one rated and the other un-
rated) defaulted on a total of C$229 million of bonds and
C$310 million of loans in 2007.

"Compared to the historical average of four defaults per year,
2007's default count of two was relatively low.  Total default
volume for rated and unrated issuers was C$539 million in 2007,
which was also well below the long-term average of C$2,455 million
between 1989 and 2006," Sharon Ou, Moody's AVP/Analyst and author
of the report, said.

"Although defaults have been pretty low in the last couple of
years, we believe those lows likely mark the bottom of the current
credit cycle.  In fact, three Canadian issuers have already
defaulted on a total of C$1,645 million of debt in the first five
months of 2008.  This year's default count and volume will
undoubtedly exceed those in 2004-2006," Miss Ou added.

>From a broader credit prospective, Moody's report shows that
Canadian issuers' overall credit quality deteriorated in 2007.  
The upgrade-to-downgrade ratio fell from 0.9 in 2006 to 0.4 in
2007, the latter of which is below the long-term average of 0.7
since 1989.

Among speculative-grade issuers, the sole 2007 rated defaulter
lifted the default rate to 1.2% from zero percent from 2004 to
2006 as there were no Moody's-rated Canadian defaults in those
three years.  

Looking ahead, Moody's Credit Transition Model  predicts that the
Canadian speculative-grade default rate will rise sharply to 7.2%
by the end of 2008 then decline to 6.1% by the end of April 2009,
both levels are well above the average rate of 3.6% over the last
19 years, but also well below the peak of 13.8% in September 2001.

"The primary factors putting upward pressure on default rates are
deteriorated credit quality, a weak US housing market, weakening
US consumer demand, and increasing energy prices.  Weaker global
economic conditions, widening credit spreads and tougher corporate
underwriting standards will together hinder the ability of many
speculative-grade issuers to make debt service payments and re-
finance maturing debt," Miss Ou said.

For investment-grade issuers, Moody's CTM forecasts that 3.7% of
Canadian issuers will become fallen angels in the coming 12
months, which is above the average of 2.4% since 1989.

Overall, between 1989 and 2007, 73 rated and unrated Canadian
issuers defaulted on a total of C$44.7 billion in debt (both bonds
and loans).

"Of these 73 defaulters, thirty-four issuers have been rated by
Moody's, with affected debt totaling C$39.2 billion," Donald
Carter, managing director of Moody's Canada said.  "26% of the 73
defaulters were by issuers from Canada's basic industries such as
metal/mining and forest/paper products.  Measured by default
volume, however, nearly half of the defaulted debt was contributed
by telecom issuers, led by AT&T Canada, which defaulted on
C$5.5 billion of debt in September 2002."

The average default rate across all Canadian issuers, both
investment grade and speculative grade, has been 1.4% over a one-
year horizon and 5.8% over a five-year horizon, says Moody's.

"The fact that multi-year average default rates for Canadian
issuers have been lower than comparable rates for U.S. borrower is
in large part due to relatively higher average credit rating among
Canadian issuers than the U.S. counterparts," Mr. Carter said.

Defaulted bond recovery rates by lien position have been similar
for Canadian and U.S.-based defaulters, reports Moody's.  For
example, the senior unsecured bond recovery rate for Canadian
issuers has averaged 35.2% of par, compared to 38.7% in the U.S.


* Fitch Says Higher Credit Enhancement Needed for New US Re-REMICs
------------------------------------------------------------------
Though re-securitization of existing U.S. residential mortgage-
backed securities, or re-REMICs, are experiencing a boom,
investors should take care when reviewing re-REMIC offerings,
according to Fitch Ratings.

RE-REMIC issuance has increased as new security issuances backed
by residential mortgage loans have been scarce in recent months.  
However, some recently issued re-REMICs, in Fitch's opinion, have
had insufficient credit enhancement to support AAA ratings, given
their collateral and structural features.

Most re-REMIC transactions have a subordinate tranche that
provides credit support to the senior tranche.  The subordination
structure mitigates some of the concerns that investors have if
they forecast that the underlying bond may experience losses or be
downgraded in the future.  However, the size of the credit
enhancement a senior bond needs in a re-REMIC is highly dependent
on the pay structures.  Fitch has reviewed re-REMICs with
variations of traditional sequential and pro rata pay structures.  
Fitch's analysis of transactions to date shows that a pro rata pay
structure may need 2-3 times as much credit support from the
subordinate bond as a sequential pay structure.

In a sequential pay structure, the subordinate bond is locked-out
until the senior bond is paid off, and as a result, credit support
will continue to build as the senior bond is reduced in size.  For
transactions using a pro rata structure, principal on the
subordinated bond is paid down concurrently with the senior bond,
which may cause insufficient support remaining when losses come
through later.

'In order to provide sufficient credit enhancement in the re-
REMIC, the subordinate bond generally needs to be much larger in a
pro rata structure compared to a sequential structure, with
Fitch's analysis showing that roughly 2-3 times were needed in
some cases,' said Group Managing Director and U.S. RMBS group head
Huxley Somerville.  'In addition, the pro rata structure is highly
sensitive to the prepayment and loss assumptions used in modeling
because principal payments to the subordinate bond will also erode
the credit protection to the senior bond.'

In a slower prepay environment compared to a faster one; the
subordinate bond will have a higher balance outstanding to take
losses.  In addition, the earlier a deal experiences losses, the
higher subordinate balance will be available to cover the losses.  
Fitch uses Intex software in order to accurately assess the impact
of losses on the underlying groups

Fitch is preparing a report to highlight to investors the various
re-REMIC pay structures and their impact on credit support to the
senior bond within the re-REMIC.  The special report providing
further detail relating to Fitch's analysis of the pro rata and
sequential structures of re-REMICs is expected to be published in
July 2008.


* Fitch: Economic & Credit Outlook for Emerging Markets Worsening
-----------------------------------------------------------------
Fitch Ratings says in its semi-annual Sovereign Review that the
economic and credit outlook for emerging market economies is
deteriorating, driven primarily by rapidly rising inflation.

"It is the surge in inflation, rather than the direct consequences
of the global credit crunch, that is the principal threat to
macroeconomic and financial stability in many emerging markets,"
says David Riley, Group Managing Director in Fitch's Sovereigns
team.  "The risk faced by several central banks is that the
failure to contain inflationary pressures will result in downward
pressure on exchange rates - especially if the Fed surprises with
earlier rises in US interest rates - leaving policymakers with the
unenviable choice of either allowing currencies to depreciate,
which in turn will stoke inflation further, or intervening in
support of their currencies and raising interest rates much more
aggressively with negative consequences for growth."

While economic growth and exports in Latin America have been
buoyed by high and rising commodity prices, the terms of trade for
commodity-consuming emerging Asia and Europe have worsened.  
Inflation in Asia, in particular, has accelerated sharply as
policymakers have been reluctant to raise interest rates, while
much of emerging Europe remains exposed to a reversal of private
capital flows due to large current account deficits and external
borrowing.

Economic activity has continued to be robust in most emerging
markets despite the slowdown in the G7 economies.  Fitch predicts
that emerging markets will grow 6.2% in 2008, compared to 7.2%
last year.  However, inflation has accelerated at an alarming pace
in many emerging markets to multi-year highs.  The monetary policy
response to rising inflation has been disappointing, with several
central banks apparently reluctant to raise interest rates and
allow their currencies to appreciate in response to what is
perceived as external and temporary price shocks.  However, with
consumer price inflation in several emerging market economies now
significantly above official targets and accommodated by wage
increases, including by hikes in public-sector salaries, the risk
of a wage-price spiral as inflation expectations shift upwards is
increasing.

Inflation can have an insidious impact on sovereign
creditworthiness by heightening the incidence of macroeconomic
volatility, not least by encouraging a flight into foreign
currency assets, and increases the risk of exchange rate and
banking crises.  Rising fuel and food prices are also placing
government budgets under pressure as subsidies become more
expensive.  These concerns have been at the forefront of several
negative rating actions by Fitch in recent months and the net
balance of Positive to Negative rating Outlooks has fallen to just
3 (12 Positives/9 Negatives) from 16 (19 Positive/3 Negative) less
than a year ago, suggesting that the positive rating momentum of
recent years is dissipating despite recent high profile rating
upgrades, notably of Brazil to investment-grade.

Fitch notes that the global credit crunch has so far not had a
noticeable impact on private sector credit growth which remains
strong, while rising commodity prices have boosted incomes in
resource-rich emerging economies.  But it warns that the full
impact of the downturn in the US and other advanced economies is
yet to be fully felt in terms of reduced export demand.  The
agency further warns that commodity prices are expected to
moderate from current levels and central banks are being forced to
tighten monetary policies in response to the upsurge in
inflationary pressures.


* S&P Says Downgrades of High-Yield Bonds Accelerates This Year
---------------------------------------------------------------
After a two-month rally, the high-yield bond market has moved
sideways in June, said an article published by Standard & Poor's.  
The article, which is titled "U.S. High-Yield Prospects: High-
Yield Market Unlikely To Be Hot This Summer," says that spreads on
S&P's high-yield composite index are currently at the 640-basis
point level, more in line with default expectations of 4%-6% one
year forward.
     
The rate of downgrades has accelerated this year, with 186
downgrades through June 11 versus 151 in the second half of 2007.  
The trailing-12-month downgrade ratio (the percentage of
downgrades to total rating actions during a 12-month period) moved
to 71% at the beginning of June, its highest level since March
2004.  Forward-looking credit metrics based on outlook and
CreditWatch status also project significant downgrade risk, with
net negative bias at 23.46%, its highest level since the end of
2003.

Deal flow into the high-yield primary market remains relatively
slow, though May showed signs of life with $12.6 billion in new
issuance.  Through June 20, there has been approximately
$25 billion in high-yield new debt issuance, well behind the $100
billion market reached at the end of June in 2007 and $65 billion
through the first half of 2006.  "The market usually enters a lull
in the summer months, so we expect supply conditions to remain
relatively tepid," noted Diane Vazza, head of Standard & Poor's
Global Fixed Income Research Group.
     
The trailing-12 month speculative-grade default rate accelerated
to 1.89%, with six (including three confidentially rated issuers)
U.S.-based companies defaulting in May.  S&P project the trailing-
12-month speculative-grade default rate to climb to 4.7% four
quarters out.


* BOND PRICING: For the Week of June 23 to June 27, 2008
--------------------------------------------------------

Issuer                        Coupon   Maturity   Price
------                        ------   --------   -----
ABC RAIL PRODUCT              10.500%   01/15/04       0
ABC RAIL PRODUCT              10.500%   12/31/04     100
ABITIBI-CONS FIN               7.875%   08/01/09      75
ADVANTA CAP TR                 8.990%   12/17/26      68
AIRTRAN HOLDINGS               7.000%   07/01/23      71
ALERIS INTL INC               10.000%   12/15/16      73
ALESCO FINANCIAL               7.625%   05/15/27      59
ALION SCIENCE                 10.250%   02/01/15      71
ALLEGIANCE TEL                11.750%   02/15/08       7
ALLEGIANCE TEL                12.875%   05/15/08       7
AM AIRLN EQ TRST              10.680%   03/04/13      65
AM AIRLN PT TRST               7.377%   05/23/19      69
AM AIRLN PT TRST               8.390%   01/02/17      73
AM AIRLN PT TRST               9.730%   09/29/14      72
AMBAC INC                      5.950%   12/05/35      49
AMBAC INC                      6.150%   02/07/87      26
AMBAC INC                      7.500%   05/01/23      66
AMBASSADORS INTL               3.750%   04/15/27      53
AMD                            6.000%   05/01/15      71
AMD                            6.000%   05/01/15    N.A.
AMER & FORGN PWR               5.000%   03/01/30      52
AMER COLOR GRAPH              10.000%   06/15/10      35
AMER TISSUE INC               12.500%   07/15/06       0
AMERICREDIT CORP               0.750%   09/15/11      71
AMERICREDIT CORP               2.125%   09/15/13      67
AMES TRUE TEMPER              10.000%   07/15/12      69
AMR CORP                       9.000%   08/01/12      72
AMR CORP                       9.000%   09/15/16      67
AMR CORP                       9.750%   08/15/21      70
AMR CORP                       9.880%   06/15/20      61
AMR CORP                      10.000%   04/15/21      65
AMR CORP                      10.150%   05/15/20      68
AMR CORP                      10.200%   03/15/20      74
ANTIGENICS                     5.250%   02/01/25      45
ASHTON WOODS USA               9.500%   10/01/15      57
ASPECT MEDICAL                 2.500%   06/15/14      57
ASPECT MEDICAL                 2.500%   06/15/14    N.A.
ASSURED GUARANTY               6.400%   12/15/66      74
AT HOME CORP                   4.750%   12/15/06       0
ATHEROGENICS INC               1.500%   02/01/12      10
ATHEROGENICS INC               4.500%   03/01/11      11
AVENTINE RENEW                10.000%   04/01/17      73
BALLY TOTAL FITN              13.000%   07/15/11      68
BANK NEW ENGLAND               8.750%   04/01/99       7
BANK NEW ENGLAND               9.500%   02/15/96     100
BANK NEW ENGLAND               9.875%   09/15/99       7
BANKUNITED CAP                 3.125%   03/01/34      42
BBN CORP                       6.000%   04/01/12       0
BEARINGPOINT INC               3.100%   12/15/24      41
BEARINGPOINT INC               4.100%   12/15/24      38
BELL MICROPRODUC               3.750%   03/05/24      70
BON-TON DEPT STR              10.250%   03/15/14      75
BORDEN INC                     7.875%   02/15/23      47
BORDEN INC                     8.375%   04/15/16      56
BORDEN INC                     9.200%   03/15/21      57
BORLAND SOFTWARE               2.750%   02/15/12      69
BOWATER INC                    6.500%   06/15/13      66
BOWATER INC                    9.375%   12/15/21      69
BOWATER INC                    9.500%   10/15/12      63
BRODER BROS CO                11.250%   10/15/10      68
BUDGET GROUP INC               9.125%   04/01/06       0
BUFFALO THUNDER                9.375%   12/15/14    N.A.
BUFFETS INC                   12.500%   11/01/14       3
BURLINGTON NORTH               3.200%   01/01/45      50
CAPITALSOURCE                  3.500%   07/15/34      70
CAPMARK FINL GRP               6.300%   05/10/17      73
CCH I LLC                      9.920%   04/01/14      72
CCH I LLC                     10.000%   05/15/14      70
CCH I LLC                     11.125%   01/15/14      72
CD RADIO INC                   8.750%   09/29/09       5
CHARMING SHOPPES               1.125%   05/01/14      64
CHARTER COMM HLD              10.000%   05/15/11      70
CHARTER COMM HLD              11.125%   01/15/11      70
CHARTER COMM HLD              11.750%   05/15/11      67
CHARTER COMM LP                6.500%   10/01/27      60
CHENIERE ENERGY                2.250%   08/01/12      54
CHIC EAST ILL RR               5.000%   01/01/54      61
CHS ELECTRONICS                9.875%   04/15/05     100
CIT GROUP INC                  4.950%   02/15/15      70
CIT GROUP INC                  5.050%   09/15/14      68
CIT GROUP INC                  5.500%   08/15/13      71
CIT GROUP INC                  5.800%   12/15/16      68
CIT GROUP INC                  5.900%   03/15/22      70
CIT GROUP INC                  5.950%   02/15/22      69
CIT GROUP INC                  5.950%   09/15/16      69
CIT GROUP INC                  6.000%   05/15/22      69
CIT GROUP INC                  6.000%   11/15/16      70
CIT GROUP INC                  6.050%   09/15/16      70
CIT GROUP INC                  6.100%   03/15/67      55
CIT GROUP INC                  6.150%   05/15/16      72
CIT GROUP INC                  6.150%   09/15/21      68
CIT GROUP INC                  6.250%   01/15/13      72
CIT GROUP INC                  6.250%   01/15/13      75
CIT GROUP INC                  6.250%   09/15/21      68
CIT GROUP INC                  6.250%   11/15/17      74
CIT GROUP INC                  6.250%   11/15/21      73
CIT GROUP INC                  6.500%   03/15/11      72
CITIZENS UTIL CO               7.000%   11/01/25      77
CLAIRE'S STORES                9.250%   06/01/15      68
CLAIRE'S STORES                9.625%   06/01/15      59
CLAIRE'S STORES               10.500%   06/01/17      54
CLEAR CHANNEL                  4.900%   05/15/15      63
CLEAR CHANNEL                  5.000%   03/15/12      76
CLEAR CHANNEL                  5.500%   09/15/14      66
CLEAR CHANNEL                  5.500%   12/15/16      60
CLEAR CHANNEL                  5.750%   01/15/13      72
CLEAR CHANNEL                  6.875%   06/15/18      64
CLEAR CHANNEL                  7.250%   10/15/27      59
CMP SUSQUEHANNA                9.875%   05/15/14      72
COGENT COMMUNICA               1.000%   06/15/27      67
COLLINS & AIKMAN              10.750%   12/31/11       0
COLOR TILE INC                10.750%   12/15/01     100
COLUMBIA/HCA                   7.050%   12/01/27      78
COLUMBIA/HCA                   7.500%   11/15/95      71
COMERICA CAP TR                6.576%   02/20/37      69
COMPUCREDIT                    3.625%   05/30/25      50
COMPUCREDIT                    5.875%   11/30/35      43
CONEXANT SYSTEMS               4.000%   03/01/26      76
CONSTAR INTL                  11.000%   12/01/12      56
CONTL AIRLINES                 8.750%   12/01/11      70
COUNTRYWIDE FINL               5.250%   05/11/20      64
COUNTRYWIDE FINL               5.250%   05/27/20      67
COUNTRYWIDE FINL               5.750%   01/24/31      64
COUNTRYWIDE FINL               5.800%   01/27/31      64
COUNTRYWIDE FINL               6.000%   02/08/36      65
COUNTRYWIDE FINL               6.000%   03/16/26      67
COUNTRYWIDE FINL               6.000%   03/23/21      68
COUNTRYWIDE FINL               6.000%   04/06/21      72
COUNTRYWIDE FINL               6.000%   04/13/21      66
COUNTRYWIDE FINL               6.000%   11/14/35      65
COUNTRYWIDE FINL               6.000%   11/22/30      66
COUNTRYWIDE FINL               6.000%   12/14/35      66
COUNTRYWIDE FINL               6.125%   04/26/21      69
COUNTRYWIDE FINL               6.300%   04/28/36      67
COUNTRYWIDE HOME               5.000%   05/16/13      75
COUNTRYWIDE HOME               5.500%   05/16/18      68
COUNTRYWIDE HOME               5.900%   01/24/18      72
COUNTRYWIDE HOME               6.000%   01/24/18      74
COUNTRYWIDE HOME               6.000%   05/16/23      65
COUNTRYWIDE HOME               6.000%   07/23/29      68
COUNTRYWIDE HOME               6.150%   06/25/29      71
COUNTRYWIDE HOME               6.200%   07/16/29      66
CV THERAPEUTICS                3.250%   08/16/13      75
DECODE GENETICS                3.500%   04/15/11      39
DELPHI CORP                    6.500%   08/15/13      42
DELPHI CORP                    8.250%   10/15/33      10
DELTA AIR LINES                8.000%   12/01/15      57
DELTA AIR LINES                9.875%   04/30/08    N.A.
DELTA AIR LINES               10.500%   04/30/16    N.A.
DELTA MILLS INC                9.625%   09/01/07      10
DENDREON CORP                  4.750%   06/15/14      73
DILLARD DEPT STR               7.750%   05/15/27      80
DILLARD DEPT STR               7.750%   07/15/26      75
DILLARDS INC                   7.000%   12/01/28      71
DOWNEY FINANCIAL               6.500%   07/01/14      69
DURA OPERATING                 8.625%   04/15/12      11
DURA OPERATING                 9.000%   05/01/09       0
EDDIE BAUER HLDG               5.250%   04/01/14      71
EPIX MEDICAL INC               3.000%   06/15/24      61
EQUISTAR CHEMICA               7.550%   02/15/26      71
EVEREST RE HLDGS               6.600%   05/15/37      75
EXODUS COMM INC                4.750%   07/15/08       0
FAMILY GOLF CTRS               5.750%   10/15/04       0
FEDDERS NORTH AM               9.875%   03/01/14       5
FIN SEC ASSUR                  6.400%   12/15/66      74
FINLAY FINE JWLY               8.375%   06/01/12      41
FINOVA GROUP                   7.500%   11/15/09      12
FIRST DATA CORP                4.500%   06/15/10      74
FIRST DATA CORP                4.700%   08/01/13      50
FIRST DATA CORP                4.850%   10/01/14      48
FIRST DATA CORP                4.950%   06/15/15      49
FIRST DATA CORP                5.625%   11/01/11      74
FIVE STAR QUALIT               3.750%   10/15/26      73
FONTAINEBLEAU LA              10.250%   06/15/15      71
FORD HOLDINGS                  9.300%   03/01/30      78
FORD HOLDINGS                  9.375%   03/01/20      81
FORD MOTOR CO                  6.375%   02/01/29      60
FORD MOTOR CO                  6.500%   08/01/18      66
FORD MOTOR CO                  6.625%   02/15/28      58
FORD MOTOR CO                  6.625%   10/01/28      59
FORD MOTOR CO                  7.125%   11/15/25      60
FORD MOTOR CO                  7.400%   11/01/46      60
FORD MOTOR CO                  7.450%   07/16/31      67
FORD MOTOR CO                  7.500%   08/01/26      63
FORD MOTOR CO                  7.700%   05/15/97      65
FORD MOTOR CO                  7.750%   06/15/43      59
FORD MOTOR CO                  8.875%   01/15/22      70
FORD MOTOR CO                  8.900%   01/15/32      73
FORD MOTOR CRED                5.650%   01/21/14      74
FORD MOTOR CRED                5.750%   01/21/14      72
FORD MOTOR CRED                5.750%   02/20/14      74
FORD MOTOR CRED                5.750%   02/20/14      75
FORD MOTOR CRED                5.900%   02/20/14      74
FORD MOTOR CRED                6.000%   01/20/15      72
FORD MOTOR CRED                6.000%   01/21/14      73
FORD MOTOR CRED                6.000%   03/20/14      71
FORD MOTOR CRED                6.000%   03/20/14      72
FORD MOTOR CRED                6.000%   03/20/14      74
FORD MOTOR CRED                6.000%   11/20/14      73
FORD MOTOR CRED                6.000%   11/20/14      74
FORD MOTOR CRED                6.050%   02/20/14      76
FORD MOTOR CRED                6.050%   02/20/15      70
FORD MOTOR CRED                6.050%   03/20/14      74
FORD MOTOR CRED                6.050%   04/21/14      70
FORD MOTOR CRED                6.050%   12/22/14      71
FORD MOTOR CRED                6.050%   12/22/14      75
FORD MOTOR CRED                6.100%   02/20/15      71
FORD MOTOR CRED                6.150%   01/20/15      73
FORD MOTOR CRED                6.150%   12/22/14      72
FORD MOTOR CRED                6.200%   03/20/15      69
FORD MOTOR CRED                6.250%   01/20/15      70
FORD MOTOR CRED                6.250%   03/20/15      74
FORD MOTOR CRED                6.250%   04/21/14      68
FORD MOTOR CRED                6.250%   12/20/13      74
FORD MOTOR CRED                6.250%   12/20/13      75
FORD MOTOR CRED                6.300%   05/20/14      73
FORD MOTOR CRED                6.300%   05/20/14      73
FORD MOTOR CRED                6.350%   04/21/14      74
FORD MOTOR CRED                6.500%   03/20/15      71
FORD MOTOR CRED                6.500%   12/20/13      74
FORD MOTOR CRED                6.650%   06/20/14      75
FORD MOTOR CRED                6.650%   10/21/13      75
FORD MOTOR CRED                6.750%   06/20/14      75
FORD MOTOR CRED                6.800%   03/20/15      74
FORD MOTOR CRED                6.800%   06/20/14      71
FORD MOTOR CRED                7.250%   07/20/17      68
FORD MOTOR CRED                7.250%   07/20/17      72
FORD MOTOR CRED                7.350%   09/15/15      75
FORD MOTOR CRED                7.400%   08/21/17      73
FORD MOTOR CRED                7.500%   08/20/32      68
FRANKLIN BANK                  4.000%   05/01/27      33
FRONTIER AIRLINE               5.000%   12/15/25      23
GENERAL MOTORS                 6.750%   05/01/28      53
GENERAL MOTORS                 7.375%   05/23/48      62
GENERAL MOTORS                 7.400%   09/01/25      61
GENERAL MOTORS                 7.700%   04/15/16      73
GENERAL MOTORS                 8.100%   06/15/24      65
GENERAL MOTORS                 8.250%   07/15/23      71
GENERAL MOTORS                 8.375%   07/15/33      67
GENERAL MOTORS                 8.800%   03/01/21      76
GENERAL MOTORS                 9.400%   07/15/21      77
GEORGIA GULF CRP              10.750%   10/15/16      70
GLOBAL HEALTH SC              11.000%   05/01/08       0
GLOBALSTAR INC                 5.750%   04/01/28      72
GMAC                           5.250%   01/15/14      66
GMAC                           5.350%   01/15/14      71
GMAC                           5.700%   06/15/13      68
GMAC                           5.700%   10/15/13      70
GMAC                           5.700%   12/15/13      68
GMAC                           5.750%   01/15/14      69
GMAC                           5.850%   05/15/13      73
GMAC                           5.850%   06/15/13      67
GMAC                           5.850%   06/15/13      69
GMAC                           5.850%   06/15/13      73
GMAC                           5.900%   01/15/19      55
GMAC                           5.900%   01/15/19      57
GMAC                           5.900%   02/15/19      59
GMAC                           5.900%   10/15/19      63
GMAC                           5.900%   12/15/13      66
GMAC                           5.900%   12/15/13      66
GMAC                           6.000%   02/15/19      56
GMAC                           6.000%   02/15/19      58
GMAC                           6.000%   02/15/19      62
GMAC                           6.000%   03/15/19      56
GMAC                           6.000%   03/15/19      56
GMAC                           6.000%   03/15/19      58
GMAC                           6.000%   03/15/19      59
GMAC                           6.000%   03/15/19      59
GMAC                           6.000%   04/15/19      58
GMAC                           6.000%   07/15/13      73
GMAC                           6.000%   09/15/19      56
GMAC                           6.000%   09/15/19      57
GMAC                           6.000%   11/15/13      68
GMAC                           6.000%   12/15/13      71
GMAC                           6.050%   08/15/19      56
GMAC                           6.050%   08/15/19      60
GMAC                           6.050%   10/15/19      56
GMAC                           6.100%   05/15/13      72
GMAC                           6.100%   09/15/19      56
GMAC                           6.100%   11/15/13      70
GMAC                           6.125%   10/15/19      57
GMAC                           6.150%   08/15/19      64
GMAC                           6.150%   09/15/13      67
GMAC                           6.150%   09/15/19      57
GMAC                           6.150%   10/15/19      57
GMAC                           6.150%   11/15/13      73
GMAC                           6.150%   12/15/13      69
GMAC                           6.200%   04/15/19      60
GMAC                           6.200%   11/15/13      71
GMAC                           6.250%   01/15/19      60
GMAC                           6.250%   03/15/13      74
GMAC                           6.250%   04/15/19      60
GMAC                           6.250%   05/15/19      57
GMAC                           6.250%   07/15/13      70
GMAC                           6.250%   07/15/19      57
GMAC                           6.250%   10/15/13      71
GMAC                           6.250%   11/15/13      71
GMAC                           6.250%   12/15/18      65
GMAC                           6.300%   08/15/19      60
GMAC                           6.300%   08/15/19      61
GMAC                           6.300%   10/15/13      74
GMAC                           6.300%   11/15/13      68
GMAC                           6.350%   04/15/19      57
GMAC                           6.350%   05/15/13      69
GMAC                           6.350%   07/15/19      59
GMAC                           6.350%   07/15/19      60
GMAC                           6.375%   01/15/14      66
GMAC                           6.375%   08/01/13      74
GMAC                           6.400%   11/15/19      57
GMAC                           6.400%   11/15/19      59
GMAC                           6.400%   12/15/18      58
GMAC                           6.450%   02/15/13      72
GMAC                           6.500%   01/15/20      58
GMAC                           6.500%   02/15/20      66
GMAC                           6.500%   03/15/13      72
GMAC                           6.500%   05/15/13      73
GMAC                           6.500%   05/15/19      58
GMAC                           6.500%   06/15/13      77
GMAC                           6.500%   06/15/18      59
GMAC                           6.500%   08/15/13      72
GMAC                           6.500%   11/15/13      73
GMAC                           6.500%   11/15/18      60
GMAC                           6.500%   12/15/18      62
GMAC                           6.500%   12/15/18      62
GMAC                           6.550%   12/15/19      63
GMAC                           6.600%   05/15/18      59
GMAC                           6.600%   06/15/19      58
GMAC                           6.600%   06/15/19      59
GMAC                           6.600%   08/15/16      60
GMAC                           6.650%   02/15/20      61
GMAC                           6.650%   06/15/18      58
GMAC                           6.650%   10/15/18      59
GMAC                           6.650%   10/15/18      59
GMAC                           6.700%   05/15/14      70
GMAC                           6.700%   05/15/14      73
GMAC                           6.700%   06/15/14      74
GMAC                           6.700%   06/15/18      56
GMAC                           6.700%   06/15/18      59
GMAC                           6.700%   06/15/19      65
GMAC                           6.700%   08/15/16      65
GMAC                           6.700%   11/15/18      58
GMAC                           6.700%   12/15/19      61
GMAC                           6.750%   03/15/18      61
GMAC                           6.750%   03/15/20      65
GMAC                           6.750%   04/15/13      74
GMAC                           6.750%   05/15/19      56
GMAC                           6.750%   05/15/19      63
GMAC                           6.750%   06/15/14      67
GMAC                           6.750%   06/15/17      63
GMAC                           6.750%   06/15/19      61
GMAC                           6.750%   06/15/19      62
GMAC                           6.750%   07/15/16      67
GMAC                           6.750%   07/15/18      60
GMAC                           6.750%   08/15/16      71
GMAC                           6.750%   09/15/16      69
GMAC                           6.750%   09/15/18      61
GMAC                           6.750%   10/15/18      59
GMAC                           6.750%   11/15/18      63
GMAC                           6.750%   12/01/14      77
GMAC                           6.800%   02/15/13      72
GMAC                           6.800%   04/15/13      75
GMAC                           6.800%   09/15/18      60
GMAC                           6.800%   10/15/18      66
GMAC                           6.850%   05/15/18      60
GMAC                           6.875%   04/15/13      71
GMAC                           6.875%   07/15/18      67
GMAC                           6.875%   08/15/16      64
GMAC                           6.900%   06/15/17      60
GMAC                           6.900%   07/15/18      64
GMAC                           6.900%   08/15/18      61
GMAC                           6.950%   06/15/17      60
GMAC                           7.000%   01/15/13      74
GMAC                           7.000%   02/15/18      60
GMAC                           7.000%   02/15/18      60
GMAC                           7.000%   02/15/18      64
GMAC                           7.000%   02/15/21      63
GMAC                           7.000%   03/15/18      65
GMAC                           7.000%   05/15/18      61
GMAC                           7.000%   06/15/17      65
GMAC                           7.000%   06/15/22      64
GMAC                           7.000%   07/15/17      61
GMAC                           7.000%   08/15/18      65
GMAC                           7.000%   09/15/18      62
GMAC                           7.000%   09/15/21      60
GMAC                           7.000%   09/15/21      67
GMAC                           7.000%   11/15/23      64
GMAC                           7.000%   11/15/24      58
GMAC                           7.000%   11/15/24      60
GMAC                           7.000%   11/15/24      62
GMAC                           7.050%   03/15/18      60
GMAC                           7.050%   03/15/18      63
GMAC                           7.050%   04/15/18      59
GMAC                           7.125%   10/15/17      62
GMAC                           7.150%   01/15/25      65
GMAC                           7.150%   03/15/25      67
GMAC                           7.150%   09/15/18      65
GMAC                           7.200%   10/15/17      60
GMAC                           7.200%   10/15/17      67
GMAC                           7.250%   01/15/18      63
GMAC                           7.250%   01/15/25      56
GMAC                           7.250%   02/15/25      64
GMAC                           7.250%   03/15/25      60
GMAC                           7.250%   04/15/18      62
GMAC                           7.250%   04/15/18      63
GMAC                           7.250%   08/15/18      62
GMAC                           7.250%   08/15/18      70
GMAC                           7.250%   09/15/17      60
GMAC                           7.250%   09/15/17      62
GMAC                           7.250%   09/15/17      64
GMAC                           7.250%   09/15/17      66
GMAC                           7.250%   09/15/18      65
GMAC                           7.300%   01/15/18      66
GMAC                           7.300%   01/15/18      71
GMAC                           7.300%   12/15/17      62
GMAC                           7.350%   04/15/18      62
GMAC                           7.375%   04/15/18      66
GMAC                           7.375%   11/15/16      64
GMAC                           7.400%   12/15/17      63
GMAC                           7.500%   03/15/25      67
GMAC                           7.500%   08/15/17      66
GMAC                           7.500%   11/15/16      69
GMAC                           7.500%   11/15/17      68
GMAC                           7.500%   11/15/17      69
GMAC                           7.500%   12/15/17      67
GMAC                           7.500%   12/15/17      74
GMAC                           7.750%   10/15/17      66
GMAC                           8.000%   03/15/25      71
GMAC                           8.000%   10/15/17      70
GMAC                           8.000%   11/15/17      69
GMAC                           9.000%   07/15/20      77
GOLDEN BOOKS PUB              10.750%   12/31/04       0
GRANCARE INC                   9.375%   09/15/05       0
GULF STATES STL               13.500%   04/15/03     100
HARRAHS OPER CO                5.375%   12/15/13      65
HARRAHS OPER CO                5.625%   06/01/15      58
HARRAHS OPER CO                5.750%   10/01/17      55
HARRAHS OPER CO                6.500%   06/01/16      60
HAWAIIAN TELCOM                9.750%   05/01/13      40
HAWAIIAN TELCOM               12.500%   05/01/15      26
HEADWATERS INC                 2.500%   02/01/14      68
HEADWATERS INC                 2.500%   02/01/14      71
HERBST GAMING                  7.000%   11/15/14      22
HERBST GAMING                  8.125%   06/01/12      24
HERCULES INC                   6.500%   06/30/29      75
HERTZ CORP                     7.000%   01/15/28      75
HILTON HOTELS                  7.500%   12/15/17      74
HINES NURSERIES               10.250%   10/01/11      58
HUB INTL HOLDING              10.250%   06/15/15      75
HUMAN GENOME                   2.250%   08/15/12      74
HUNTINGTON CAPIT               6.650%   05/15/37      69
IDEARC INC                     8.000%   11/15/16      72
INDALEX HOLD                  11.500%   02/01/14      55
ION MEDIA                     11.000%   07/31/13      24
IRIDIUM LLC/CAP               10.875%   07/15/05       0
IRIDIUM LLC/CAP               11.250%   07/15/05       1
IRIDIUM LLC/CAP               13.000%   07/15/05       1
IRIDIUM LLC/CAP               14.000%   07/15/05       0
ISOLAGEN INC                   3.500%   11/01/24      15
JAZZ TECHNOLOGIE               8.000%   12/31/11      69
JB POINDEXTER                  8.750%   03/15/14      73
JETBLUE AIRWAYS                3.750%   03/15/35      70
JONES APPAREL                  6.125%   11/15/34      70
JPMORGAN CHASE                 9.500%   09/29/08      70
JPMORGAN CHASE                10.000%   07/31/08      70
JPMORGAN CHASE                12.000%   07/31/08      36
K HOVNANIAN ENTR               6.250%   01/15/15      69
K HOVNANIAN ENTR               6.250%   01/15/16      68
K HOVNANIAN ENTR               6.375%   12/15/14      69
K HOVNANIAN ENTR               6.500%   01/15/14      69
K HOVNANIAN ENTR               7.500%   05/15/16      69
K HOVNANIAN ENTR               7.750%   05/15/13      67
K HOVNANIAN ENTR               8.875%   04/01/12      76
K MART FUNDING                 8.800%   07/01/10       1
KAISER ALUMINUM               12.750%   02/01/03       5
KELLSTROM INDS                 5.750%   10/15/02       0
KELLWOOD CO                    7.625%   10/15/17      66
KEMET CORP                     2.250%   11/15/26      69
KEMET CORP                     2.250%   11/15/26      70
KEYSTONE AUTO OP               9.750%   11/01/13      64
KIMBALL HILL INC              10.500%   12/15/12       2
KMART 95-K1 PT                 8.990%   07/05/10    N.A.
KMART 95-K2 PT                 9.780%   01/05/20    N.A.
KMART 95-K4 PT                 9.350%   01/02/20       0
KNIGHT RIDDER                  4.625%   11/01/14      70
KNIGHT RIDDER                  5.750%   09/01/17      69
KNIGHT RIDDER                  6.875%   03/15/29      64
KNIGHT RIDDER                  7.150%   11/01/27      66
KRATON POLYMERS                8.125%   01/15/14      64
LAZYDAYS RV                   11.750%   05/15/12      73
LEHMAN BROS HLDG               4.800%   06/24/23      72
LEHMAN BROS HLDG               5.000%   05/28/23      78
LEHMAN BROS HLDG               5.450%   02/22/30      72
LEHMAN BROS HLDG               5.500%   04/15/23      79
LEHMAN BROS HLDG               5.500%   08/02/30      73
LEHMAN BROS HLDG               5.550%   01/25/30      75
LEHMAN BROS HLDG               5.600%   03/02/29      76
LEHMAN BROS HLDG               5.625%   03/15/30      73
LEHMAN BROS HLDG               5.700%   04/13/29      77
LEHMAN BROS HLDG               5.750%   12/16/28      70
LEHMAN BROS HLDG               5.750%   12/23/28      77
LEHMAN CAP VII                 5.857%      N.A.       72
LEINER HEALTH                 11.000%   06/01/12       2
LIBERTY MEDIA                  3.250%   03/15/31      67
LIBERTY MEDIA                  3.500%   01/15/31      54
LIBERTY MEDIA                  3.750%   02/15/30      56
LIBERTY MEDIA                  4.000%   11/15/29      56
LIFECARE HOLDING               9.250%   08/15/13      61
LIFETIME BRANDS                4.750%   07/15/11      72
LUCENT TECH                    6.500%   01/15/28      76
MAGNA ENTERTAINM               7.250%   12/15/09      51
MAGNA ENTERTAINM               8.550%   06/15/10      53
MAJESTIC STAR                  9.750%   01/15/11      34
MANNKIND CORP                  3.750%   12/15/13      53
MASONITE CORP                 11.000%   04/06/15      67
MBIA INC                       6.625%   10/01/28      68
MBIA INC                       7.000%   12/15/25      77
MEDIANEWS GROUP                6.375%   04/01/14      46
MEDIANEWS GROUP                6.875%   10/01/13      48
MERIX CORP                     4.000%   05/15/13      53
MERRILL LYNCH                  8.100%   06/04/09    N.A.
MERRILL LYNCH                 10.000%   03/06/09    N.A.
MERRILL LYNCH                 11.000%   04/28/09    N.A.
MERRILL LYNCH                 12.000%   03/26/10    N.A.
METALDYNE CORP                10.000%   11/01/13      56
METALDYNE CORP                11.000%   06/15/12      27
MILLENNIUM AMER                7.625%   11/15/26      58
MISSOURI PAC RR                5.000%   01/01/45      68
MOA HOSPITALITY                8.000%   10/15/07      75
MOMENTIVE PERFOR              11.500%   12/01/16      75
MORGAN STANLEY                10.000%   04/20/09    N.A.
MORGAN STANLEY                10.000%   05/20/09    N.A.
MORRIS PUBLISH                 7.000%   08/01/13      60
MOTOROLA INC                   5.220%   10/01/97      54
MOVIE GALLERY                 11.000%   05/01/12      30
MRS FIELDS                     9.000%   03/15/11      62
NATL FINANCIAL                 0.750%   02/01/12      71
NATL STEEL CORP                8.375%   08/01/06       0
NEFF CORP                     10.000%   06/01/15      45
NEKTAR THERAPEUT               3.250%   09/28/12      74
NELNET INC                     7.400%   09/29/36      67
NETWORK EQUIPMNT               3.750%   12/15/14      66
NEW ORL GRT N RR               5.000%   07/01/32      60
NEW PLAN EXCEL                 7.500%   07/30/29      67
NEW PLAN REALTY                6.900%   02/15/28      68
NEW PLAN REALTY                6.900%   02/15/28      68
NEW PLAN REALTY                7.650%   11/02/26      69
NEW PLAN REALTY                7.680%   11/02/26      65
NEW PLAN REALTY                7.970%   08/14/26      68
NEWARK GROUP INC               9.750%   03/15/14      75
NORTEK INC                     8.500%   09/01/14      70
NORTH ATL TRADNG               9.250%   03/01/12      62
NORTHERN PAC RY                3.000%   01/01/47      54
NORTHERN PAC RY                3.000%   01/01/47      75
NORTHERN TEL CAP               7.875%   06/15/26      70
NORTHWESTERN CRP               7.960%   12/21/26       4
NORTHWST STL&WIR               9.500%   06/15/01       0
NTK HOLDINGS INC               0.000%   03/01/14      53
NUTRITIONAL SRC               10.125%   08/01/09      13
NUVEEN INVEST                  5.500%   09/15/15      73
OAKWOOD HOMES                  7.875%   03/01/04       0
OAKWOOD HOMES                  8.125%   03/01/09       0
OMNICARE INC                   3.250%   12/15/35      72
OSCIENT PHARM                  3.500%   04/15/11      41
OSI RESTAURANT                10.000%   06/15/15      70
OUTBOARD MARINE                9.125%   04/15/17       7
OUTBOARD MARINE               10.750%   06/01/08      10
PAC-WEST TELECOM              13.500%   02/01/09       2
PACKAGING DYNAMI              10.000%   05/01/16      67
PALM HARBOR                    3.250%   05/15/24      59
PANTRY INC                     3.000%   11/15/12      70
PEGASUS SATELLIT               9.750%   12/01/06       0
PEGASUS SATELLIT              12.500%   08/01/07       0
PENHALL INTL                  12.000%   08/01/14      75
PIERRE FOODS INC               9.875%   07/15/12      29
PIXELWORKS INC                 1.750%   05/15/24      70
PLY GEM INDS                   9.000%   02/15/12      66
POPE & TALBOT                  8.375%   06/01/13       4
POPE & TALBOT                  8.375%   06/01/13      14
PORTOLA PACKAGIN               8.250%   02/01/12      58
POWERWAVE TECH                 1.875%   11/15/24      71
POWERWAVE TECH                 3.875%   10/01/27      73
POWERWAVE TECH                 3.875%   10/01/27      74
PRIMUS TELECOM                 3.750%   09/15/10      45
PRIMUS TELECOM                 5.000%   06/30/09      61
PRIMUS TELECOM                 8.000%   01/15/14      37
PROPEX FABRICS                10.000%   12/01/12       1
QUALITY DISTRIBU               9.000%   11/15/10      65
RADIAN GROUP                   5.375%   06/15/15      78
RADIAN GROUP                   5.625%   02/15/13      77
RAFAELLA APPAREL              11.250%   06/15/11      53
RAIT FINANCIAL                 6.875%   04/15/27      55
REALOGY CORP                  10.500%   04/15/14      76
REALOGY CORP                  12.375%   04/15/15      55
REALTY INCOME                  5.875%   03/15/35      71
REGIONS FIN TR                 6.625%   05/15/47      73
RENTECH INC                    4.000%   04/15/13      51
RESIDENTIAL CAP                8.000%   02/22/11      48
RESIDENTIAL CAP                8.375%   06/30/10      53
RESIDENTIAL CAP                8.500%   04/17/13      50
RESIDENTIAL CAP                8.500%   06/01/12      54
RESIDENTIAL CAP                8.875%   06/30/15      50
RESTAURANT CO                 10.000%   10/01/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   8.875%   01/15/16      65
RH DONNELLEY                   8.875%   10/15/17      67
RICKEL HOME CNTR              13.500%   12/15/01       0
RITE AID CORP                  6.875%   08/15/13      70
RITE AID CORP                  6.875%   12/15/28      53
RITE AID CORP                  7.700%   02/15/27      59
RJ TOWER CORP                 12.000%   06/01/13       1
ROTECH HEALTHCA                9.500%   04/01/12      78
SEARS ROEBUCK AC               6.500%   12/01/28      75
SEARS ROEBUCK AC               6.750%   01/15/28      77
SEARS ROEBUCK AC               7.000%   06/01/32      68
SEARS ROEBUCK AC               7.500%   10/15/27      71
SERVICEMASTER CO               7.100%   03/01/18      54
SERVICEMASTER CO               7.250%   03/01/38      57
SERVICEMASTER CO               7.450%   08/15/27      48
SIX FLAGS INC                  4.500%   05/15/15      56
SIX FLAGS INC                  8.875%   02/01/10      88
SIX FLAGS INC                  9.625%   06/01/14      60
SIX FLAGS INC                  9.750%   04/15/13      65
SLM CORP                       4.800%   12/15/28      65
SLM CORP                       5.000%   06/15/19      66
SLM CORP                       5.000%   06/15/28      74
SLM CORP                       5.000%   09/15/15      72
SLM CORP                       5.000%   12/15/28      54
SLM CORP                       5.050%   03/15/23      59
SLM CORP                       5.150%   06/15/19      69
SLM CORP                       5.150%   12/15/28      69
SLM CORP                       5.190%   04/24/19      68
SLM CORP                       5.200%   03/15/28      62
SLM CORP                       5.200%   12/15/20    N.A.
SLM CORP                       5.250%   03/15/19      73
SLM CORP                       5.250%   03/15/28      70
SLM CORP                       5.250%   06/15/20      66
SLM CORP                       5.250%   06/15/28      57
SLM CORP                       5.250%   12/15/28      69
SLM CORP                       5.300%   09/15/30      63
SLM CORP                       5.350%   06/15/25      63
SLM CORP                       5.400%   03/15/19      74
SLM CORP                       5.400%   03/15/23      73
SLM CORP                       5.400%   06/15/30      60
SLM CORP                       5.450%   03/15/23      58
SLM CORP                       5.450%   03/15/28      72
SLM CORP                       5.450%   06/15/28      65
SLM CORP                       5.450%   06/15/28      67
SLM CORP                       5.450%   12/15/20      72
SLM CORP                       5.500%   03/15/19      74
SLM CORP                       5.500%   03/15/30      62
SLM CORP                       5.500%   03/15/30      64
SLM CORP                       5.500%   06/15/19      74
SLM CORP                       5.500%   06/15/28      62
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   09/15/19      62
SLM CORP                       5.500%   12/15/30      64
SLM CORP                       5.550%   03/15/18      72
SLM CORP                       5.550%   06/15/25      65
SLM CORP                       5.550%   06/15/28      72
SLM CORP                       5.600%   03/15/18      72
SLM CORP                       5.600%   03/15/22      68
SLM CORP                       5.600%   03/15/24      62
SLM CORP                       5.600%   03/15/29      59
SLM CORP                       5.600%   03/15/29      64
SLM CORP                       5.600%   06/15/18      72
SLM CORP                       5.600%   12/15/28      70
SLM CORP                       5.600%   12/15/29      57
SLM CORP                       5.600%   12/15/29      63
SLM CORP                       5.625%   01/25/25      65
SLM CORP                       5.625%   08/01/33      73
SLM CORP                       5.650%   03/15/18      70
SLM CORP                       5.650%   03/15/29      65
SLM CORP                       5.650%   03/15/29      74
SLM CORP                       5.650%   03/15/30      64
SLM CORP                       5.650%   03/15/32      62
SLM CORP                       5.650%   06/15/22      69
SLM CORP                       5.650%   06/15/22      70
SLM CORP                       5.650%   06/15/30      59
SLM CORP                       5.650%   09/15/30      65
SLM CORP                       5.650%   12/15/29      63
SLM CORP                       5.650%   12/15/29      64
SLM CORP                       5.650%   12/15/29      66
SLM CORP                       5.700%   03/15/29      61
SLM CORP                       5.700%   03/15/29      65
SLM CORP                       5.700%   03/15/29      66
SLM CORP                       5.700%   03/15/30      66
SLM CORP                       5.700%   03/15/32      65
SLM CORP                       5.700%   06/15/30      63
SLM CORP                       5.700%   12/15/29      62
SLM CORP                       5.750%   03/15/29      63
SLM CORP                       5.750%   03/15/29      65
SLM CORP                       5.750%   03/15/29      67
SLM CORP                       5.750%   03/15/29      72
SLM CORP                       5.750%   03/15/30      64
SLM CORP                       5.750%   03/15/30      67
SLM CORP                       5.750%   06/15/29      58
SLM CORP                       5.750%   06/15/29      65
SLM CORP                       5.750%   06/15/32      64
SLM CORP                       5.750%   06/15/32      64
SLM CORP                       5.750%   09/15/29      63
SLM CORP                       5.750%   12/15/29      62
SLM CORP                       5.750%   12/15/29      64
SLM CORP                       5.750%   12/15/29      64
SLM CORP                       5.750%   12/15/29      65
SLM CORP                       5.800%   03/15/32      64
SLM CORP                       5.800%   03/15/32      66
SLM CORP                       5.800%   03/15/32      66
SLM CORP                       5.800%   12/15/28      64
SLM CORP                       5.850%   03/15/32      58
SLM CORP                       5.850%   03/15/32      59
SLM CORP                       5.850%   03/15/32      66
SLM CORP                       5.850%   06/15/32      66
SLM CORP                       5.850%   06/15/32      66
SLM CORP                       5.850%   09/15/29      64
SLM CORP                       5.850%   09/15/29      66
SLM CORP                       5.850%   12/15/31      63
SLM CORP                       5.900%   09/15/19      73
SLM CORP                       6.000%   03/15/27      68
SLM CORP                       6.000%   03/15/29      67
SLM CORP                       6.000%   03/15/37      62
SLM CORP                       6.000%   03/15/37      66
SLM CORP                       6.000%   03/15/37      66
SLM CORP                       6.000%   06/15/19      73
SLM CORP                       6.000%   06/15/21      69
SLM CORP                       6.000%   06/15/21      70
SLM CORP                       6.000%   06/15/26      66
SLM CORP                       6.000%   06/15/26      68
SLM CORP                       6.000%   06/15/29      60
SLM CORP                       6.000%   06/15/29      62
SLM CORP                       6.000%   06/15/29      67
SLM CORP                       6.000%   06/15/31      65
SLM CORP                       6.000%   06/15/31      67
SLM CORP                       6.000%   09/15/19      74
SLM CORP                       6.000%   09/15/19      75
SLM CORP                       6.000%   09/15/29      65
SLM CORP                       6.000%   09/15/29      66
SLM CORP                       6.000%   09/15/29      66
SLM CORP                       6.000%   09/15/29      67
SLM CORP                       6.000%   09/15/29      67
SLM CORP                       6.000%   12/15/26      68
SLM CORP                       6.000%   12/15/26      68
SLM CORP                       6.000%   12/15/26      75
SLM CORP                       6.000%   12/15/28      61
SLM CORP                       6.000%   12/15/28      65
SLM CORP                       6.000%   12/15/28      70
SLM CORP                       6.000%   12/15/31      65
SLM CORP                       6.000%   12/15/31      67
SLM CORP                       6.000%   12/15/31      67
SLM CORP                       6.000%   12/15/31      68
SLM CORP                       6.050%   12/15/26      67
SLM CORP                       6.050%   12/15/31      67
SLM CORP                       6.100%   12/15/31      66
SLM CORP                       6.150%   03/10/21      75
SLM CORP                       6.150%   06/15/21      68
SLM CORP                       6.150%   06/15/21      71
SLM CORP                       6.150%   09/15/29      66
SLM CORP                       6.150%   09/15/29      68
SLM CORP                       6.200%   12/15/31      67
SLM CORP                       6.250%   06/15/29      68
SLM CORP                       6.250%   06/15/29      68
SLM CORP                       6.250%   09/15/29      67
SLM CORP                       6.250%   09/15/29      68
SLM CORP                       6.250%   09/15/31      68
SLM CORP                       6.350%   09/15/31      67
SLM CORP                       6.350%   09/15/31      68
SLM CORP                       6.400%   09/15/31      62
SLM CORP                       6.450%   09/15/31      69
SLM CORP                       6.500%   09/15/31      69
SLM CORP                       6.850%   07/07/36      73
SPANSION LLC                   2.250%   06/15/16      49
SPANSION LLC                  11.250%   01/15/16      66
SPECIAL DEVICES               11.375%   12/15/08    N.A.
SPECTRUM BRANDS                7.375%   02/01/15      73
SPHERIS INC                   11.000%   12/15/12      83
SPINNAKER INDS                10.750%   10/15/06       0
STANDARD PACIFIC               9.250%   04/15/12      78
STANDRD PAC CORP               6.000%   10/01/12      71
STANLEY-MARTIN                 9.750%   08/15/15      45
STATION CASINOS                6.500%   02/01/14      63
STATION CASINOS                6.625%   03/15/18      59
STATION CASINOS                6.875%   03/01/16      60
SUNTRUST PFD CAP               5.853%       N.A.      74
SWIFT TRANS CO                12.500%   05/15/17      41
TELIGENT INC                  11.500%   03/01/08       0
TELIGENT INC                  11.500%   12/01/07       0
TENET HEALTHCARE               6.875%   11/15/31      75
THERAVANCE INC                 3.000%   01/15/15      76
TIMES MIRROR CO                6.610%   09/15/27      37
TIMES MIRROR CO                7.250%   03/01/13      39
TIMES MIRROR CO                7.250%   11/15/96      32
TIMES MIRROR CO                7.500%   07/01/23      41
TOUSA INC                      7.500%   01/15/15      10
TOUSA INC                      7.500%   03/15/11       9
TOUSA INC                      9.000%   07/01/10      55
TOUSA INC                      9.000%   07/01/10      62
TOUSA INC                     10.375%   07/01/12      11
TOYS R US                      7.375%   10/15/18      78
TRANS-LUX CORP                 8.250%   03/01/12      56
TRANSMERIDIAN EX              12.000%   12/15/10      61
TRIBUNE CO                     4.875%   08/15/10      62
TRIBUNE CO                     5.250%   08/15/15      44
TRUE TEMPER                    8.375%   09/15/11      65
TRUMP ENTERTNMNT               8.500%   06/01/15      68
TXU CORP                       6.500%   11/15/24      77
TXU CORP                       6.550%   11/15/34      75
UAL 1991 TRUST                10.020%   03/22/14      48
UAL 1995 TRUST                 9.020%   04/19/12      40
UAL 1995 TRUST                 9.560%   10/19/18      45
UAL CORP                       4.500%   06/30/21      52
UAL CORP                       4.500%   06/30/21      56
UAL CORP                       5.000%   02/01/21      50
UNIVERSAL STAND                8.250%   02/01/06       0
US AIR INC                    10.750%   01/15/49       0
US AIR INC                    10.900%   01/01/49       0
US AIRWAYS GROUP               7.000%   09/30/20      70
VENTURE HLDGS                  9.500%   07/01/05       0
VENTURE HLDGS                 11.000%   06/01/07       0
VERASUN ENERGY                 9.375%   06/01/17      68
VERENIUM CORP                  5.500%   04/01/27      41
VERTIS INC                    10.875%   06/15/09      46
VESTA INSUR GRP                8.750%   07/15/25       2
VICORP RESTAURNT              10.500%   04/15/11      15
VION PHARM INC                 7.750%   02/15/12      53
VIRGIN RIVER CAS               9.000%   01/15/12      72
VISTEON CORP                   7.000%   03/10/14      66
WASH MUTUAL PFD                6.534%       N.A.      59
WASH MUTUAL PFD                6.665%       N.A.      62
WASH MUTUAL PFD                6.895%       N.A.      60
WCI COMMUNITIES                4.000%   08/05/23      63
WCI COMMUNITIES                6.625%   03/15/15      41
WCI COMMUNITIES                7.875%   10/01/13      40
WCI COMMUNITIES                9.125%   05/01/12      44
WCI STEEL ACQUIS               8.000%   05/01/16      64
WEBSTER CAPITAL                7.650%   06/15/37      67
WERNER HOLDINGS               10.000%   11/15/07       0
WILLIAM LYON                   7.500%   02/15/14      61
WILLIAM LYON                   7.625%   12/15/12      57
WILLIAM LYON                  10.750%   04/01/13      68
WIMAR OP LLC/FIN               9.625%   12/15/14      56
WINSTAR COMM INC              10.000%   03/15/08       0
WINSTAR COMM INC              14.750%   04/15/10       0
WITCO CORP                     6.875%   02/01/26      70
YOUNG BROADCSTNG               8.750%   01/15/14      58
YOUNG BROADCSTNG              10.000%   03/01/11      67

                             *********

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 ***