TCR_Public/080701.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 1, 2008, Vol. 12, No. 155           

                             Headlines

ACTIVANT SOLUTIONS: Posts Net Loss in Quarter Ended March 31
AFFILIATED COMPUTER: Affiliate to Cut 450 Jobs, Close Call Center
AINSWORTH LUMBER: Moody's Gives Caa3 Rating to Planned Unsec. Debt
AMERIQUEST: Moody's Gives Ca Underlying Ratings to Two Notes
AMR CORP: Reaches Pact with ALPA to Preserve Pilot Jobs

ARGENT NIM: Moody's Gives Caa2 Underlying Rating to Trust 2004-WN7
ATTRACTIONS HIPPIQUES: Obtains Creditors Protection Under CCAA
BABSON CLO: S&P's Assigns BB Rating to Class E Floating Rate Notes
BEAR STEARNS: Fed Reserve Bares Discussions on Financial Rescue
BLUE WATER: Court Approves Asset Bidding Procedures

BLUE WATER: Plan Confirmation Hearing Adjourned to July 8
CAPITAL ONE: Moody's Rates Series 2002-1 Class D Certs. Ba2
CAPITAL ONE: Moody's Rates Class D Asset-Backed Interest Ba2
CAPITAL ONE: Moody's Rates $375MM Class D Notes Ba2
CBA GROUP: S&P's Withdraws B Corporate Credit Rating

CFM US: Get OK to Sell Assets to Monessen & Vermont for $42.5 Mil.
CHARYS HOLDING: Has Until July 15 to File Chapter 11 Plan
CHEYNE HIGH: Moody's Junks Ratings on Two Classes of Notes
CITY CROSSING: Bankruptcy Not to Affect $2 Billion Project
CLEAR CHANNEL: Banks Face Hurdle in Sale of $3 Bil. Buyout Loan

CLIFTON STREET: Fitch Junks Ratings of Six Classes of Notes
COUNTRYWIDE FINANCIAL: Florida Sues for Deceptive Lending
CREATIVE DESPERATION: Case Summary & Eight Largest Creditors
CULPEPER CROSSROADS: Taps Linowes and Blocher as Counsel
CWHEQ: S&P's Cuts Ratings of 36 Classes of Pass-Through Notes

DAN GAMEL: To Liquidates Vehicle Inventory in RV Dealerships
DISTRIBUTED ENERGY: Gets Final OK to Use Perseus' $2 Million Loan
DOLLARAMA GROUP: S&P's Changes Negative Outlook to Stable
DUNMORE HOMES: Court Disallows $45,029,183 in Claims
ENDURANCE BUSINESS: S&P's Cuts Corporate Credit Rating to B-

FOXCO ACQUISITION: Moody's Assigns B2 Corporate Family Rating
FRONTIER AIRLINES: Bankruptcy Delays Annual Report Filing
FRONTIER AIRLINES: Statements Filing Deadline Extended to Aug. 25
FRONTIER AIRLINES: Gets Court's Authority to Extend Removal Period
GLOBAL CASH: Moody's Confirms Ratings with a Stable Outlook

GREEKTOWN CASINO: Court Gives Final OK on Cash Collateral Use
GREEKTOWN CASINO: Court Approves $150 Million DIP Financing
GREEKTOWN CASINO: Wants to Make Interest Payments on EDC Bonds
HAVEN HEALTHCARE: $85MM Buyout Deal Fails, Omega to Operate Chain
HEALTHSOUTH CORP: Completes $150 Million Stock Sale to J.P. Morgan

HOME INTERIORS: To Eliminate 116 Jobs Starting August 31
HOOP HOLDINGS: Court Sets July 18 as General Claims Bar Date
INDEPENDENCE TAX II: March 31 Balance Sheet Upside-Down by $14.8MM
INDUSTRIAL-ALLIANCE: Fitch Withdraws 'BBq' Q-IFS Rating
JAMES RIVER: To Buy Coal Reserves, Permits from Cheyenne for $40MM

JER CRE: Moody's Affirms B2 Rating on $72 Million Notes
JHT HOLDINGS: Chapter 11 Filing Cues Moody's Default Rating
JOHN MERCER: Case Summary & 20 Largest Unsecured Creditors
JOHNSON COUNTY GAS: Voluntary Chapter 11 Case Summary
JPMORGAN ALTERNATIVE: S&P's Junks Ratings on 1-B-1, 1-B-2 Classes

KB HOME: 2Q 2008 Net Loss Widens to $255MM Due to Industry Crisis
KOOSHAREM CORP: Moody's Places Ratings on Review for Likely Cut
KRATON POLYMERS: Refinancing Plan Cues Moody's to Review Ratings
LENNAR CORP: Posts $120.9MM Net Loss in 2nd Qtr. Ended May 31
LIBERTY TAX II: March 31 Balance Sheet Upside-Down by $14,342,580

LODGENET INTERACTIVE: LaGrange Capital Discloses 8% Equity Stake
MBIA INC: Says it Has Sufficient Cash, Eligible Collateral on Hand
MERRILL CORP: S&P's Cuts Credit Rating to B with Neg. Implications
MFS INVESTMENT: To Restructure Auction-Rate Preferred Shares
MOBILE MINI: Merger Cues Moody's to Cut Corporate Family Rating

MORTGAGE LENDERS: Trustee Balks at $17MM Money Market Investment
MORTGAGE LENDERS: Court Extends Plan Filing Deadline to Aug. 6
MOSAIC COMPANY: Moody's to Review Ratings for Possible Hike
NEWSDAY LLC: S&P's Assigns BB+ Rating to Planned $650MM Loan
OCTANS CDO: S&P Junks Ratings on 17 Classes of Notes

OLSSON'S BOOKS: Wants to Voluntarily File for Chapter 11 in Md.
PASA FUNDING: S&P's Junks Ratings on 17 Classes of Notes
PATHMAN PAINT: Voluntary Chapter 11 Case Summary
PENTON BUSINESS: S&P's Affirms B Corporate Credit Rating
PHOENIX FOOTWEAR: Mayer Hoffman Replaces Accountant Grant Thornton

PINE PRAIRIE: S&P Cuts Rating on $240 Million Term Loan
PJM ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
PROJECT FUNDING: S&P Junks Rating on Class II Notes
QUAKER FABRIC: Disclosure Statement Hearing to Continue July 11
QUEBECOR WORLD: Gets Conversion Notices for 744,124 Pref. Shares

ROOM SOURCE: Selling $10 Million Inventory at Below Market Prices
SALTON INC: Pet Biz Buyout Fails to Get Spectrum Lenders' Consent
SAM SELTZER'S: Florida Restaurant Chain Files for Bankruptcy
SAM SELTZER'S STEAK: Case Summary & 282 Largest Unsec. Creditors
SHAPES/ARCH HOLDINGS: Sells Assets to HIG Unit for $91,500,000

SIERRA PACIFIC: Case Summary & 20 Largest Unsecured Creditors
SONARTEC INC: Voluntary Chapter 11 Case Summary
SPECTRUM BRANDS: Pet Biz Sale Fails to Get Senior Lenders' Consent
STACK 2005-2: S&P Junks Ratings on Three Classes of Notes
STEERS THAYER: S&P Withdraws BB Rating on Trust Units

STEVE & BARRYS: Seeks Help from Turnaround Firm Conway Del Genio
SMITHFIELD FOODS: S&P Cuts Corporate Credit Rating to BB-
STEVE & BARRY'S: To Liquidate Biz if Funding is Unavailable
STRUCTURED ASSET: S&P Cuts Ratings on 18 Classes of Certificates
TRIAD GUARANTY: Moody's Cuts Financial Strength Rating to B1

UNI-MARTS LLC: Wants to File Schedules & Statements Until July 9
UNI-MARTS LLC: Wants to Hire Protiviti as Financial Advisor
VIRGIN MOBILE: Inks $39 Million Merger Agreement with Helio LLC
WELLMAN INC: Outline & Summary of Chapter 11 Reorganization Plan
WELLMAN INC: Hearing to Approve Disclosure Statement Set July 31

WELLMAN INC: Asks Court to Approve Plan Voting Procedures
WESTMORELAND COAL: Completes Affiliate's $125MM Debt Refinancing
WESTOVER PLAZA: Voluntary Chapter 11 Case Summary
WHITEHALL JEWELERS: Seeks Approval for Proposed Bidding Procedures
WHITEHALL JEWELERS: Obtains Approval to Hire Epiq as Claims Agent

XM SATELLITE: To Commence Exchange Offer for Sr. Convertible Notes

* S&P Cuts Ratings on Two Classes of Certs. from COMM 2007-FL14
* Fitch Expects Quality in Credit Card Market to Get Worse

* Large Companies with Insolvent Balance Sheets

                             *********

ACTIVANT SOLUTIONS: Posts Net Loss in Quarter Ended March 31
------------------------------------------------------------
Activant Solutions Inc. reported a net loss of $57,000 for the
second quarter ended March 31, 2008, compared with net income of
$3.0 million for the second quarter ended March 31, 2007.

Revenues were $108.1 million for the three months ended March 31,
2008, as compared to $103.1 million for the three months ended
March 31, 2007.  The increase in revenues over the comparable year
ago period primarily reflects increased sales in systems and
services revenues in Wholesale Distribution as a result of the
company's acquisition of Eclipse in August 2007, partially offset
by declines in systems revenues in Hardlines and Lumber and
services revenues in Automotive.

Cost of revenues increased $3.5 million, or 7.9%, to
$48.1 million, as compared to $44.6 million for the three months
ended March 31, 2007, mainly due to an increase in cost of
services revenues substantially attributable to costs associated
with the acquisition of Eclipse and Silk Systems.

Total operating expenses increased $4.9 million, or 11.7%, to
$46.3 million for the three months ended March 31, 2008, compared
to the three months ended March 31, 2007.  The increase was
primarily a result of $2.0 million higher depreciation and
amortization, higher general and administrative expenses, and
$2.5 million of sales and marketing and product development
expenses related to the acquisition of Eclipse and Silk Systems,
partially offset by overall lower sales and marketing and product
development expenses.

Interest expense for the three months ended March 31, 2008, was
$14.2 million compared to $11.7 million for the three months ended
March 31, 2007, an increase of $2.5 million, or 21.4%.  The
increase is primarily a result of additional borrowings of
$95.0 million to fund the acquisition of Eclipse in August 2007,
partially offset by the repayment of $25.0 million in principal
amount of term loans during the 2007 fiscal year.

The company recognized an income tax expense of $42,000 for the
three months ended March 31, 2008, compared to an income tax
expense of $2.4 million or 44.4% of pre-tax income in the
comparable period in 2007.

                 Liquidity and Capital Resources

The company's cash and cash equivalents balance at March 31, 2008,
was $50.2 million.  

As of March 31, 2008, the company had $632.5 million in  
outstanding indebtedness comprised primarily of a $437.5 million
senior secured term loan, $175.0 million aggregate principal
amount of senior subordinated notes due 2016, and $20.0 million
aggregate principal amount of loans under the company's revolving
credit facility.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$1.1 billion in total assets, $802.2 million in total liabilities,
and $251.3 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?2ed8

                     About Activant Solutions

Headquartered in Livermore, California, Activant Solutions Inc.
-- http://www.activant.com/-- is a technology provider of  
vertical business management solutions serving small and medium-
sized retail and wholesale distribution businesses.  The company
serves three primary vertical markets: automotive aftermarket;
hardlines and lumber; and wholesale distribution.

Founded in 1972, Activant provides customers with industry
tailored proprietary software, professional services, content,
supply chain connectivity, and analytics.

Activant has operations in California, Colorado, Connecticut,
Illinois, New Jersey, Pennsylvania, South Carolina, Texas, Utah,
Canada, Ireland, and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2008,
Moody's Investors Service affirmed its Caa1, LGD5 (88%) rating on
Activant Solutions Inc.'s $175 million senior subordinated notes
due 2016.


AFFILIATED COMPUTER: Affiliate to Cut 450 Jobs, Close Call Center
-----------------------------------------------------------------
ACS Business Process Solutions, an affiliate of Affiliated
Computer Services Inc., informed the Texas Workforce Commission on
June 23, 2008, that it is laying off 450 workers beginning Sept. 1
as it closes a call center in Fort Worth, Texas.

                    About Affiliated Computer

Headquartered in Dallas, Texas, Affiliated Computer Services Inc.
(NYSE:ACS) -- http://www.acs-inc.com/-- provides business process     
outsourcing and information technology services to commercial and
government clients.  The company has two segments based on the
clients it serves: commercial and government.  The company
provides services to a variety of clients including healthcare
providers and payers, manufacturers, retailers, wholesale
distributors, utilities, entertainment companies, higher education
institutions, financial institutions, insurance and transportation
companies.

                        *     *      *  

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Moody's Investors Service confirmed Affiliated Computer Services'
Ba2 corporate family rating with a stable rating outlook.  This
rating confirmation concludes a review for possible downgrade
initiated on March 20, 2007.  The ratings of ACS remained under
review for possible downgrade.


AINSWORTH LUMBER: Moody's Gives Caa3 Rating to Planned Unsec. Debt
------------------------------------------------------------------
Moody's Investors Service assigned Caa3 ratings to Ainsworth
Lumber Co. Ltd.'s proposed new senior unsecured debt and upgraded
the company's corporate family rating to Caa2 from Ca.  The
upgrade reflects the company's announcement of a recapitalization
transaction to convert its existing unsecured notes into equity
and new debt, and the issuance of new debt to enhance liquidity.

The successful completion of the recapitalization will improve the
company's liquidity position, lessen its cash interest burden and
will deleverage the company's balance sheet.  In the same rating
action, Moody's upgraded the rating on the company's secured term
loan to B1 from Caa2, and assigned an SGL-3 speculative grade
liquidity rating, indicating adequate liquidity.

As Moody's considers the transaction to be occurring under
distressed circumstances, upon the completion of the
recapitalization, the company's probability-of-default rating will
be changed to Caa2/LD from Ca reflecting a limited default and the
ratings on the existing $823.5 million notes will be subsequently
withdrawn.  The outlook remains stable.

Under the recapitalization transaction, existing notes with total
principal value totaling $823.5 million will be converted into
equity and $150 million of new 11% senior unsecured notes due in
2015.  In addition, certain holders of the existing notes have the
right to purchase $200 million of new 11% senior unsecured notes
due in 2015.

The net proceeds from the new $200 million notes will serve as the
source of liquidity to support the company's cash needs to fund
its operations.  The two new notes have the ability to pay
interest at 6% in cash and 5% through the issuance of additional
notes.  The new $200 million notes will be backstopped by HBK
Master Fund L.P, Tricap Partners II L.P and Barclays Bank PLC, and
certain holders of the existing notes.

Ainsworth will issue new common shares and cancel its existing
common shares, and 96% of the new common shares will be provided
to the existing note holders and the backstop parties, with the
remaining 4% provided to the existing common shareholders.  The
recapitalization must be approved by the company's shareholders
and debt holders.

Ainsworth's ratings are influenced by its volatile financial
performance coupled with the company's relatively modest size and
product line and geographic concentration.  The ratings
incorporate the company's aggressive financial policies and growth
aspirations, with little history of paying down debt.

While the additional liquidity, and the reduced debt level and
interest burden, will improve the credit profile upon the
completion of the recapitalization, Ainsworth will continue to
face challenging market conditions and Moody's believes that
Ainsworth will continue to generate weak credit protection
metrics.

The Caa2 rating anticipates that it will take until 2010 for the
oriented strandboard market to return to more normal conditions,
and in the absence of any unforeseen circumstances, Ainsworth's
liquidity should be able to sustain its cash needs to fund its
operations in the interim.

Ainsworth's SGL-3 rating reflects an adequate liquidity profile
due to the additional funds from the pending $200 million notes
issue.  The SGL-3 rating also reflects the lack of a revolving
credit facility, expectations of negative free cash flow
generation in the next four quarters which will cause the
company's cash balance to be depleted quickly if market conditions
do not improve, and minimal alternate liquidity from asset sales.

Upgrades:

Issuer: Ainsworth Lumber Co. Ltd.

  -- Corporate Family Rating, Upgraded to Caa2 from Ca
  -- Senior Secured Bank Credit Facility, Upgraded to a range of
     B1, LGD2, 11% from a range of Caa2, LGD2, 23%

Assignments:

Issuer: Ainsworth Lumber Co. Ltd.

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Moody's last rating action on Ainsworth was in February 2008 when
the long term ratings were downgraded to Ca from Caa1.

Ainsworth Lumber Co., Ltd., headquartered in Vancouver, British
Columbia, Canada, is a publicly traded integrated producer of OSB
and specialty overlaid plywood.


AMERIQUEST: Moody's Gives Ca Underlying Ratings to Two Notes
------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
the securities that are guaranteed by the financial guarantors
identified.  The underlying rating reflects the intrinsic credit
quality of the notes in the absence of the guarantee.

The current ratings are consistent with Moody's practice of rating
insured securities at the higher of the guarantor's insurance
financial strength rating and any underlying rating that is
public.

Complete rating actions are:

Issuer: Ameriquest NIM Trust 2004-RN10

Class Description: Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: Financial Security Assuance Inc. (Aaa)
  -- Underlying Rating: B1

Issuer: Ameriquest NIM Trust 2004-RN2

Class Description: Notes

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

Issuer: Ameriquest NIM Trust 2004-RN3

Class Description: Notes

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

Issuer: Ameriquest NIM Trust 2005-RN3

Class Description: Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: Financial Security Assuance Inc. (Aaa)
  -- Underlying Rating: Caa2


AMR CORP: Reaches Pact with ALPA to Preserve Pilot Jobs
-------------------------------------------------------
The pilots of American Eagle Airlines Inc., a wholly owned
subsidiary of AMR Corporation, represented by the Air Line Pilots
Association, Int'l, have reached an agreement with American Eagle
management to preserve pilot jobs and reduce pilot furloughs.

Last month, Gerard Arpey, American Airlines Chairman and CEO,
announced a capacity reduction throughout the AMR system,
including up to 65 aircraft to be parked at American Eagle
Airlines Inc.

Capt. Herb Mark, chairman of the American Eagle pilots' Master
Executive Council, led a team of union officers who engaged
American Eagle management on a number of solutions which serve to
reduce the number of pilot furloughs.  These include voluntary
leaves of absences and part-time flying.

"The primary mission of the American Eagle ALPA MEC has always
been to protect our pilots at all costs," said Capt. Mark.  "AMR's
most recent announcements have underscored the necessity of the
pilots' membership in a strong union."

A central issue in the discussions was American Airlines'
outsourcing of regional flying in the St. Louis hub to Trans
States Airlines and Chautauqua Airlines.  This outsourcing has
been a sensitive issue with American Eagle pilots and the union
had filed grievances against the company over the transferring of
flying.

Following last month's announcement of capacity reductions at the
AMR shareholders meeting, the pilot union was able to work
collaboratively with management to successfully return to American
Eagle the outsourced "capacity purchase" flying currently
performed by Trans States Airlines.

"We made it clear that AMR could not allow Eagle's flying to be
outsourced while its own employees were in jeopardy of losing
jobs," said Capt. Dave Ryter, vice chairman of the American Eagle
MEC.

As a result of ALPA and American Eagle management's efforts, the
ten Embraer 145 aircraft currently leased to TSA will be returned
to American Eagle Airlines.  The transfer process will begin in
early 2009, and continue at a rate of approximately two aircraft
per month.

"While our primary mission is to defend the jobs and livelihoods
of the pilots we represent, we understand that this will have a
significant impact on our fellow ALPA pilots at Trans States
Airlines," said Capt. Ryter.  "Our MEC will continue to work
closely with the Trans States Airlines MEC to assist in whatever
way we can.  Management's decisions to outsource always result in
employees being hurt."

"While the return of ten Embraer 145 aircraft represents a savings
of approximately 100 Eagle pilot jobs, there is still more work to
be done," said Capt. Mark.  "Working together with your labor
groups can produce more productive results than working against
them.  We urge American Eagle management to continue this trend."

"The industry is facing daunting challenges, and it will be
critical for management to regain the trust, loyalty and
commitment of its employees," Capt. Mark added.  "Even in this
time of crisis, Eagle management has an opportunity to invest in
its pilots and invest in the future of this airline."

                    Initial Rounds of Layoffs

The Troubled Company Reporter said on May 28, 2008, that AMR Corp.
disclosed the first round of reductions to its flight schedule as
part of its plans to reduce capacity in an effort to
significantly reduce costs and create a more sustainable supply-
and-demand balance in the market.  The actions come in the face of
skyrocketing fuel prices and a softening economy.

On May 22, 2008, the TCR related that AMR Corp. reported
significant reductions to its 2008 domestic flight schedule,
including a fourth quarter mainline domestic capacity reduction of
11% to 12% from the previous year.  It also outlined plans to
retire at least 75 mainline and regional aircraft and unveiled
several revenue growth initiatives, as the company responds to
record fuel prices, growing concerns about the economy and a
difficult competitive environment.  AMR said it will reduce
American Airlines domestic capacity -- or available seat miles
flown -- in the fourth quarter of 2008 by 11% to 12%, compared to
the fourth quarter of 2007.  According to its April 16 guidance,
AMR previously expected domestic mainline capacity in the fourth
quarter to decline by 4.6% compared to the same period in 2007.

                 Likely Bankruptcy Filing This Year

As reported in the Troubled Company Reporter on June 5, 2008,
AMR Corp., parent of American Airlines, is considered a possible
chapter 11 candidate and could tumble over into chapter 11
bankruptcy this year, Stockhouse.com said, citing record prices in
oil.

AMR has said report of possible bankruptcy filing is unfounded.

Stockhouse.com noted that although AMR is the world's largest
airline, it is now a small cap stock, with a market value of only
$1.8 billion.  The report also notes that AMR has $9.3 billion in
debt and may not have the money to cover its debt service as the
year passes.

The TCR said on May 26, 2008, Jamie Baker, an analyst at J.P.
Morgan, said U.S. airline industry stands to post a collective
$7,200,000,000 in operating losses in 2008.  The results would be
wider than an initial forecast of $4,600,000,000 loss, the analyst
said.

Mr. Baker, in his research note, said though investors, management
and analysts may talk about airlines acting collectively to reduce
capacity to firm up revenue, the reality is that they are more
likely to dig in and try to outlast each other.

U.S. Airways has the highest risk of bankruptcy, followed by
Northwest Airlines, United Air Lines' parent UAL Corp., AMR Corp.,
JetBlue, Continental Airlines, AirTran, Delta Air Lines, Alaska
Air Lines and Southwest Airlines.

                            About ALPA

Founded in 1931, ALPA -- http://www.alpa.org/-- is the world's  
largest pilot union representing more than 55,000 pilots at 40
airlines in the U.S. and Canada.  With more than 2,800 pilots,
American Eagle is a wholly owned subsidiary of AMR and provides
feed to American Airlines, as well as point-to-point service in
North America and the Caribbean.

                      About AMR Corporation

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

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

                          *     *     *

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


ARGENT NIM: Moody's Gives Caa2 Underlying Rating to Trust 2004-WN7
------------------------------------------------------------------
Moody's Investors Service has published the underlying rating on
the securities that are guaranteed by the financial guarantor
identified.  The underlying rating reflects the intrinsic credit
quality of the notes in the absence of the guarantee.

The current rating on the notes are consistent with Moody's
practice of rating insured securities at the higher of the
guarantor's insurance financial strength rating and any underlying
rating that is public.

Issuer: Argent NIM Trust 2004-WN7

Class Description: Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Ambac Assuance Inc. (Aa3, negative
     outlook)

  -- Underlying Rating: Caa2


ATTRACTIONS HIPPIQUES: Obtains Creditors Protection Under CCAA
--------------------------------------------------------------
Attractions Hippiques has obtained court-approved creditor
protection under the Companies' Creditors Arrangement Act.

RSM Richter Inc. was appointed by the court to supervise the
company's ongoing operations for an undefined period of time.
Attractions Hippiques is seeking the time it needs to restructure
its operations in light of the impasse that Loto-Quebec and the
Quebec government have forced it into and to protect itself from
lawsuits as the demand by the Association du trot et amble du
Quebec or other claims by some of its creditors.
    
On June 9, 2008, Attractions Hippiques issued a legal demand to
Loto-Quebec asking the government agency to provide compensation
and rectify the situation immediately.
    
The absence of a Ludoplex gaming hall at the new racetrack that
was to be built north of Montreal has deprived Attractions
Hippiques of $20 million in annual revenues from the 22%
commission on the 1,300 video lottery terminals that would have
been managed and operated there by Loto-Quebec.  

The financial losses caused by the poor performance of video
lottery terminals operated by Loto-Quebec at the Trois-Rivieres
and Quebec City Ludoplexes have also affected Attractions
Hippique's finances.  

These VLTs have generated 30% of the forecasted revenues.  In
fact, 60% of the revenues stemming from Loto-Quebec's VLTs were
supposed to pay the purses in the horse races, as stipulated in
the agreement.  Given the absence of these funds, Attractions
Hippiques cannot fulfill its obligations.
    
Attractions Hippiques will be presenting live racing programs for
an indefinite period at the Sulkys in Trois-Rivieres, Quebec City
and Gatineau (Aylmer).  Only the program at the Montreal race
track is suspended at this time.  Presentation of simulcast races
will continue as normal at the racetracks in Montreal, Trois-
Rivieres, Quebec City and Gatineau, well as in its network of
Hippo Clubs.
    
Attractions Hippiques demands that Loto-Quebec respect its
commitments so that horse racing activities in Quebec can return
to normal soon as possible.  The success of this industry depends
on the construction of a race track and a Ludoplex north of
Montreal, as stipulated in the call for tenders won by Attractions
Hippiques in October 2005, well as urgent and essential changes to
ensure that the Ludoplexes in Trois-Rivieres and Quebec City are
profitable.

                    About Attractions Hippiques

Attractions Hippiques -- http://www.attractionshippiques.com/--  
offers clients and partners competitive equine entertainment.


BABSON CLO: S&P's Assigns BB Rating to Class E Floating Rate Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Babson
CLO Ltd. 2008-II/Babson CLO Inc. 2008-II's $374 million floating-
rate notes.

The transaction is a collateralized loan obligation backed by
senior secured loans.
     
The ratings reflect:

  -- The expected commensurate level of credit support in the form
     of subordination provided by the notes junior to the
     respective classes, and by the income notes and
     overcollateralization;

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

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

  -- Scenario default rates of 52.86% for classes A-1 and A-2,
     49.55% for class B, 47.10% for class C, 41.81% for class D,
     and 35.24 for class E; and break-even default rates of 69.27%
     for class A-1, 66.29 for class A-2, 66.73% for class B,
     57.03% for class C, 50.73% for class D, and 39.33 for class
     E;

  -- A weighted average rating of 'B';
  -- The portfolio's weighted average maturity of 5.980 years;
  -- A Standard & Poor's default measure of 4.94%;
  -- A Standard & Poor's variability measure of 3.24%; and
  -- A Standard & Poor's correlation measure of 2.183%.

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

RATINGS ASSIGNED
          
          Babson CLO Ltd. 2008-II/Babson CLO Inc. 2008-II
   
       Class                   Rating       Amount (mil. $)
       A-1                     AAA                    307.0
       A-2                     AAA                     10.0
       B                       AA                      12.5
       C                       A                       20.5
       D                       BBB                     11.5
       E                       BB                      12.5
       Income notes            NR                      26.0
   
       NRŚNot rated.


BEAR STEARNS: Fed Reserve Bares Discussions on Financial Rescue
---------------------------------------------------------------
The board of governors of the Federal Reserve System released
minutes of its meeting dated March 14, 2008, and March 16, 2008.

                         March 14 Meeting

The board discussed the funding difficulties of The Bear Stearns
Companies Inc. in New York, which controlled a primary securities
dealer, and the likely effects of its bankruptcy on financial
markets.  Board members agreed that the best alternative was to
provide temporary emergency funding to Bear Stearns through an
arrangement with JPMorgan Chase & Co. given the fragile condition
of the financial markets at the time, the prominent position of
the company in those markets, and the expected contagion that
would result from its immediate failure.

According to the minutes, the unusual and exigent circumstances
caused the board to authorize the Federal Reserve Bank of New York
to extend credit to JPMorgan Chase Bank NA in Columbus, Ohio, on a
non-recourse basis.  That credit was intended to provide financing
to Bear Stearns.  The board also approved the New York Reserve
Bank's recommendation that the credit to JPMorgan Chase Bank be
extended at the rate for discounts and advances under the primary
rate program.

                         March 16 Meeting

The board members took up matters related to the acquisition of
Bear Stearns by JP Morgan Chase and establishment of a primary
securities dealer credit facility.

JPMorgan/Bear Stearns Loan

The minutes disclosed that in connection with the acquisition, the
board directed the New York Reserve Bank to make a non-recourse
loan of up to $30 billion that would be fully collateralized by a
pool of Bear Stearns assets, if adequate credit is not available
from other banking sources.

The board found that Bear Stearns has a difficulty in meeting its
repayment obligations.  Hence, significant support -- acquisition
of the company or an immediate guarantee of its payment
obligations -- was necessary to avoid serious disruptions to
financial markets.

Temporary Exemptions and Capital Requirements

The board granted an 18-month exemption requested by JPMorgan
Chase Bank from certain requirements of Section 23A of the Federal
Reserve Act and the board's Regulation W for certain extensions of
credit or guarantees in connection with the acquisition.  The
amount of the exemption would decrease as assets of Bear Stearns
were sold or matured.  The board delegated to the director of the
Division of Banking Supervision and Regulation and the General
Counsel, in consultation with the chairman of the Committee on
Supervisory and Regulatory Affairs, authority to make minor
modifications in the terms of the exemption.

The board also granted an 18-month exemption to JPMorgan from a
risk-based and leverage capital requirements for bank holding
companies.  That exemption would allow JPMorgan to exclude assets
and exposures of Bear Stearns from its risk-weighted assets.  
JPMorgan would also be allowed to exclude the assets of Bear
Stearns from the denominator of its tier 1 leverage capital ratio.  
The amount of each exemption would be reduced over time.

New Credit Facility for Primary Securities Dealers

The board authorized the New York Reserve Bank to establish a
facility to extend credit to primary securities dealers.  Primary
securities dealers would be able to access the new facility
through each dealer's clearing bank.  This decision was based on
recent, rapidly changing developments, the board explained.  These
developments demonstrated impairment of a broad range of financial
markets in which primary dealers finance themselves.

Other Actions

The board particularly approved the reduction in the primary
credit rate from 3-1/2% to 3-1/4%.  In addition, the board
authorized an increase in the maximum maturity of loans under the
primary credit program to 90 days.

A full-text copy of the minutes of meeting on March 14 is
available for free at http://ResearchArchives.com/t/s?2eed

A full-text copy of the minutes of meeting on March 14 is
available for free at http://ResearchArchives.com/t/s?2eee

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services   
firm serving governments, corporations, institutions and
individuals worldwide.  The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

As reported by the Troubled Company Reporter, Bear Stearns
stockholders approved the investment bank's merger with JPMorgan
Chase & Co. at a Special Meeting of Stockholders held May 29,
2008.  Approximately 84% of shares voted were in favor of the
merger,  representing a substantial majority of Bear Stearns'
outstanding common stock.  The Wall Street Journal reports that
the value of the transaction  is about $1.4 billion, a large
difference from the $25 billion market capitalization value in
early 2007 before its defeat.

Upon completion of the merger, each outstanding share of common
stock of Bear Stearns will be converted into the right to receive
0.21753 shares of JPMorgan Chase common stock and Bear Stearns
will become a direct subsidiary of JPMorgan Chase.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BLUE WATER: Court Approves Asset Bidding Procedures
---------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan approved the bidding procedures to govern the sale
of substantially all of the assets of Blue Water Automotive
Systems Inc. and its debtor-affiliates to NYX, Inc., or to any
other successful bidder.

Deadline for submission of alternative bids was not later than
5:00 p.m. on June 30, 2008.  Upon receipt of more than two
bids, an auction will be conducted on July 1.  If no alternative
qualified bid is received, the Court will consider approval of
the NYX sale purchase agreement on July 8.  Objections to the
sale are due July 3.  

The Debtors will file a preliminary purchase allocation analysis
of the APA by June 30 and file an updated version on July 3.

The Court also approved payment of the Termination Fee to NYX,
provided that the Termination Fee is payable from the proceeds of
an alternative sale if:

   (i) the conditions to NYX's obligations under the APA are
       satisfied and the APA has not been terminated by NYX prior
       to July 1; and

  (ii) the In-formula Loans are paid in full or Citizens Bank
       elects in writing to accept less than full payment in
       satisfaction of the In-formula loans or agrees to
       alternative repayment terms in satisfaction of the
       In-formula Loans, subject to the NYX Entity's written
       consent.

The Debtors is serving a list of executory contracts they intend
to assume under the Plan, and the cure amounts, if any, to each
party of any Assigned Contract.  Objections to proposed cure costs
are due July 3.

The Court overruled any objections to the Bidding Procedures
that have not been withdrawn, waived, resolved or settled and all
reservations of rights.  The Court reserved the objections,
raised against the alternative sale under Section 363 of the
Bankruptcy Code or the Plan, for the Confirmation Hearing and the
Sale Hearing.

Milacron Marketing Company objected to the proposed sale of the
Debtors' assets and reserved its rights with respect to any sale
terms, any evaluation of the injection molding machine the
Debtors bought from Milacron, or any distribution of sale
proceeds, which fails to recognize Milacron's purchase money
security interest in the Machine.  Milacron told The Court
that the Debtors owe it $191,664 for the Machine.

Based in Livonia, Michigan, NYX Inc. -- http://www.nyxinc.com/--  
provides interior and underhood solutions  to clients in the
automotive industry, including General Motors Corp, Ford Motor
Company, Chrysler, and Delphi Corp.  Its production facilities
are located throughout the Metro Detroit area; Shreveport,
Lousiana; Windsor, Canada and Lobelville, Tennessee.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of $100 million
to $500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplates a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan, on or before June 30,
2008.  The Court will hold a hearing June 18, 2008, to consider
confirmation of the Plan.  (Blue Water Automotive Bankruptcy News,
Issue No. 20, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


BLUE WATER: Plan Confirmation Hearing Adjourned to July 8
---------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan adjourned the hearing to consider confirmation
of the Joint Plan of Liquidation of Blue Water Automotive Systems
Inc. and its debtor-affiliates to July 8, 2008.  Deadline to
submit ballots and Plan objections is extended until July 3, 2008

The Court, in a separate order, directed the Debtors, CIT
Group/Equipment Financing, Inc., and CIT Capital USA, Inc., Ford
Motor Company, the Official Committee of Unsecured Creditors, and
a representative of NYX, Inc., to attend a facilitation before
Judge Phillip J. Shefferly and submit separate statements
regarding their stand about the Debtors' Chapter 11 cases.

The Court said a facilitation would be useful to help resolve
issues between certain parties in the Debtors' Chapter 11 cases.

                   Committee's Statement

The Creditors' Committee told the Court that its problem in
the Debtors' Chapter 11 cases is that the customers -- especially
Ford Motor Company, General Motors Corp., and Chrysler LLC --
have, in effect, been running the bankruptcy cases for their own
benefit and simply cherry picking the expenses they want paid.  
"The Customers are not creditors of the estate and they should
not be given the opportunity to run the Debtors' cases solely and
exclusively for the purposes of effectuating a sale that they
approve based upon expenses that are selectively paid," the
Committee complained.

The Committee said that it supports the concept of a sale but
only if the sale is done within a confirmed plan of organization,
which would allow for all Section 503(b)(9) Claims to be paid and
which would set up the creditors' trust with all remaining
assets, including avoidance actions.  To allow a sale and then
convert to Chapter 7 is simply not fair to the constituencies,
the Committee averred.

The Committee told the Court that equity in Chapter 11 means that
those who benefit from the Chapter 11 case must be willing to
share the burden with those who are being shut out from the
process.

                 Plan Confirmation Objections

A. United Steelworkers

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International
Union, complains that it is unclear from the text of the Debtors'
Joint Plan of Liquidation whether the Debtors acknowledge that to
reject a collective bargaining agreement they need to comply with
Section 1113 of the Bankruptcy Code.

The United Steelworkers represents 130 of the Debtors' employees
and is a party to a collective bargaining agreement, which will
expire on September 15, 2008.

Accordingly, USW asserts that the Plan be modified to provide
that:

   (a) any application filed to reject any collective bargaining
       agreement be made pursuant to Section 1113; and

   (b) that any labor organization, as the authorized
       representative for purposes of Section 1113, will be
       deemed to have preserved all substantive, procedural, and
       other objections to any Section 1113 application.

B. H.S. Die & Engineering

H.S. Die & Engineering, Inc., objects to the confirmation of the
Debtors' Plan of Liquidation because the Plan fails to comply
with Section 365(b) of the Bankruptcy Code, which requires that
any defaults in an executory contract that will be assumed by a
debtor must be cured on the effective date of the plan or
promptly cured thereafter.  However, H.S. Die complains that the
Plan provides that the cure will occur as soon as "practicable,"
which impermissibly varies the statutory requirement of prompt
cure.

H.S. Die asserts that through the Plan, the Debtors are
attempting to reserve their right to revisit decisions to assume
or reject executory contracts and unexpired leases after the
confirmation of the Plan.  "It is contrary to Sections 1123(b)(2)
and 365(b)(1) because the Debtors are improperly attempting to
extend the time to assume or reject and provide cure and adequate
assurance of future performance under assumed contracts and
leases."

The Plan, H.S. Die notes, impermissibly classifies its allowed
secured claim as presumably a general unsecured claim.  Not only
has the Plan discriminates unfairly against H.S. Die, the Claim
is improperly treated as an unsecured claim notwithstanding the
fact that the Claim is an allowed secured claim that is evidenced
by proper perfection under the Michigan tooling lien statutes.

Thus, H.S. Die asks the Court to deny confirmation of the
Debtors' Plan.

                  About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of $100 million
to $500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplates a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan, on or before June 30,
2008.  The Court will hold a hearing June 18, 2008, to consider
confirmation of the Plan.  (Blue Water Automotive Bankruptcy News,
Issue No. 20, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


CAPITAL ONE: Moody's Rates Series 2002-1 Class D Certs. Ba2
-----------------------------------------------------------
Moody's Investors Service disclosed the rating of Ba2 on the
Series 2002-1 Class D certificates issued from the Capital One
Master Trust.  All of the receivables currently included in the
master trust are generated by Visa and MasterCard credit card
accounts originated by Capital One Bank (USA), National
Association.

The rating is based on the credit quality of the trust
receivables, the transaction's legal and structural protections,
and the experience of Capital One Bank, National Association, as
originator and servicer.

The rating is:

Issuer: Capital One Master Trust

  -- $15 million Series 2002-1 Class D Interest, rated Ba2


CAPITAL ONE: Moody's Rates Class D Asset-Backed Interest Ba2
------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to the Series
2008-A Class D certificates issued from the Capital One Master
Trust.  All of the receivables currently included in the master
trust are generated by Visa and MasterCard credit card accounts
originated by Capital One Bank, National Association.

The rating is based on the credit quality of the trust
receivables, the transaction's legal and structural protections,
and the experience of Capital One Bank, National Association, as
originator and servicer.

The complete rating action is:

Issuer: Capital One Master Trust

  -- Up to $7,500,000 Variable Funding Series 2008-A Class D
     Asset-Backed Interest, rated Ba2


CAPITAL ONE: Moody's Rates $375MM Class D Notes Ba2
---------------------------------------------------
Moody's Investors Service disclosed the rating of Ba2 on the Class
D(2002-1) Notes issued from the Capital One Multi-asset Execution
Trust.  The notes are backed by a collateral certificate issued by
Capital One Master Trust, which represents an undivided interest
in a pool of personal and business Visa and MasterCard credit card
receivables.

The rating is based on the credit quality of the trust
receivables, the transaction's legal and structural protections,
and the experience of Capital One Bank, National Association, as
originator and servicer.

The rating is:

Issuer: Capital One Multi-asset Execution Trust

  -- Approximately $375 million Class D(2002-1) Notes, rated Ba2


CBA GROUP: S&P's Withdraws B Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'B' corporate
credit and 'B+' senior secured ratings on Binghamton, N.Y.-based
CBA Group LLC at the company's request.

"The ratings were placed on CreditWatch with negative implications
on Dec. 11, 2007, reflecting concerns that operating trends were
not tracking to expectations," Lucy Patricola, Standard & Poor's
credit analyst said.  The company amended its credit facilities
and no longer requires a rating.


CFM US: Get OK to Sell Assets to Monessen & Vermont for $42.5 Mil.
------------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware authorized CFM U.S. Corporation and CFM
Majestic U.S. Holdings Inc. to sell substantially all their assets
to Monessen Hearth Systems Company and Vermont Castings Holding
Company for $42.5 million, free and clear of interests and liens,
pursuant to an asset purchase agreement dated June 23, 2008.

The objections of the Official Committee of Unsecured Creditors
has been resolved.  As reported in the Troubled Company Reporter
on April 25, 2008, the Committee objected to the Debtors' sale
bidding procedures alleging that it is an attempt to set an
unnecessary expedited sale process, which creditors may not
benefit.  

All other objections to the stalk-horse protections that have not
been withdrawn, waived or settled were overruled.

Under an agreement with Monessen and Vermont, in the event the
agreement is terminated, Monessen and Vermont will be paid a
break-up fee of $750,000.

PricewaterhouseCoopers Corporate Finance Inc. assisted the Debtors
in the sale of their assets.

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

                           About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No.08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claim
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.

As reported in the Troubled Company Reporter on June 18, 2008, the
Debtors' summary of schedules showed total assets of $91,316,300
and total debts of $32,7367,890.


CHARYS HOLDING: Has Until July 15 to File Chapter 11 Plan
---------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware extended until July 15, 2008, the
exclusive period within which Charys Holding Company Inc. and
Crochet & Borel Services Inc. may file a Chapter 11 plan.

Judge Shannon also extended the Debtors' exclusive period to
solicit acceptances of that plan until Sept. 10, 2008.

On June 10, 2008, Gotbetter Capital Master Ltd., which holds
$10,336,907 subordinated unsecured convertible notes against
the Debtors asked the Court to deny the Debtors' request for
extension of time alleging that the Debtors refused to discuss
certain terms of the consensual plan with GCM -- including certain
major unsecured creditors but, the Court, at the behest of the
Debtors', overruled GCM's objection.

The Debtors say that the extension of time will provide sufficient
time to negotiate, propose, confirm and consummate a consensual
Chapter 11 plan.  The Debtors say they have made significant
progress during their Chapter 11 bankruptcy cases.  They have
reached agreements with majority of their creditors and are
currently in the process of finalizing such agreements, which will
be included into the Chapter 11 plan.

                      About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc., --
http://www.charys.com/-- provide remediation & reconstruction
and wireless communications & data infrastructure.  The company
and its Crochet & Borel Services, Inc. subsidiary filed for
Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Case No.08-
10289).  Chun I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble
Heath, Esq., at Richards, Layton & Finger, P.A., represent the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected Morris
Nichols Arsht & Tunnell LLP as Delaware co-counsel.  When the
Debtors filed for protection from their creditors, it listed total
assets of $245,000,000 and total debts of $255,000,000.


CHEYNE HIGH: Moody's Junks Ratings on Two Classes of Notes
----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Cheyne
High Grade ABS CDO, Ltd.:

Class Description: $0 Class A-1 Long Term Floating Rate Notes Due
2039

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

Class Description: $23,000,000 Class A-2 Floating Rate Notes Due
2039

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $31,000,000 Class B Floating RateNotes Due 2039

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

Class Description: $30,000,000 Class C Floating Rate Deferrable
Interest Notes Due 2039

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

Class Description: $16,000,000 Preference Shares ($16,000,000
Aggregate Liquidation Preference)

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


CITY CROSSING: Bankruptcy Not to Affect $2 Billion Project
----------------------------------------------------------
The bankruptcy of City Crossing 1 LLC, the developer of the
$2 billion-mixed use development in Henderson, Nevada, will not
stop the project, says the Chief Operating Officer of an entity
controlling the company.

"We are not stopping development.  We have sufficient capital to
fund this work," Plise Development & Construction COO Mitchell
Stipp said, according to Tony Illia of the Las Vegas Press.  Mr.
Plise doesn't expect the bankruptcy filing to affect its other
developments under construction, either.

"We expect to have the debt reorganized within the next three to
five months," Mr. Stipp said.

The project is a 126-acre, 6-million-square-foot development that
is expected to debut by early 2010 and reach completion in 2015
through three phases of construction.  It is secured by raw land
near the Henderson Executive Airport.  Its current appraised value
is $250 million, company officials said, according to the report.  
The project has seven lenders, with 1st National Bank of Nevada
listed as its single largest debtor at $70 million, according to
the report.  Most of City Crossing's creditors are land lenders or
Plise-affiliated companies, Mr. Stipp said.

Plise will self-finance the project's remaining site upgrades from
cash reserves, according to Mr. Stipp.  It still intends to build
the 41-building City Crossing as originally envisioned, he said.

Mr. Stipp said they were working to refinance City Crossing's
existing debt for the last several months, but one lender,
Community Bank of Nevada, a subsidiary of Las Vegas-ased Community
Bankcorp, did not agree on payment terms.  It notified City
Crossing that it would initiate foreclosure proceedings, said Mr.
Stipp.

Community Bank of Nevada has lent about $30 million toward the
development of City Crossing, the report said.  Bruce Ford, the
bank's chief operating officer, didn't return calls seeking
comment, according to Mr. Illia.

Based in Las Vegas, Nevada, City Crossing 1, LLC is the successor-
in-interest to City Crossing LLC entities (nos. 2 to 15).  It
filed for Chapter 11 petition on June 2, 2008 (Bankr. D.Nev., Case
No.: 08-15780).  Jeanette E. McPherson, Esq. represents the Debtor
in its restructuring effort.  When the Debtor filed for
bankruptcy, it listed estimated assets and debts of both
$100 million to $500 million.  It listed GY Property Holdings LLC
and Nielsen Investments LLC as having claims against it of
$9,750,000.


CLEAR CHANNEL: Banks Face Hurdle in Sale of $3 Bil. Buyout Loan
---------------------------------------------------------------
The Deal's Vipal Monga reports that underwriters couldn't easily
sell a $3 billion tranche of about $15 billion in leveraged loans
to fund a merger acquisition of Clear Channel Communications Inc.
by Thomas H. Lee Partners LP and Bain Capital LLC.  According to
The Deal, the weak market and worries over the disposal of the
other $12 billion loans caused the slug.

The Troubled Company Reporter-Latin America said on June 2, 2008,
that Clear Channel's amended $17.9 billion merger agreement with
entities formed by private equity funds sponsored by Bain Capital
Partners LLC and Thomas H. Lee Partners LP was fully funded in
escrow with The Bank of New York.  The escrow fund was created
within a three-way settlement between the company, the
transaction's financial sponsors and the banks.  

The TCR reported that Clear Channel continues to expect the
transaction to close by the end of the third quarter.  Under the
terms of the amended agreement, Clear Channel shareholders will
receive $36.00 in cash or stock for each share they own.

The pending merger acquisition is valued at about $23 billion, The
Deal says.

A banker involved in the deal was quoted by The Deal as saying
that "[t]he overhang is a big issue."

The underwriters include Citigroup Inc., Deutsche Bank AG, Morgan
Stanley, Credit Suisse Group, Royal Bank of Scotland Group plc and
Wachovia Corp., The Deal relates.  The banks, according to The
Deal, are pursuing to price the $3 billion tranche of loans at 90%
of par.  However, offers received for the loans were much lower,
which implies little demand, The Deal says.

The Deal notes that banks have already persuaded to lower the
buyout price of Clear Channel from $25 billion to $23 billion.

                About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications Inc. (NYSE:
CCU) -- http://www.clearchannel.com/-- is a diversified media  
company operating in three business segments: radio broadcasting,
Americas outdoor advertising, international outdoor advertising,
which contributed to 50%, 21%, and 26%, respectively, during the
year ended Dec. 31, 2007.  The company owns 717 core radio
stations, 288 non-core radio stations operating in the United
States.  It also owns about 209,000 Americas outdoor advertising
display faces and approximately 687,000 international outdoor
advertising display faces.  In addition, it had equity interests
in various international radio broadcasting companies.  As of Feb.
13, 2008, the company sold 217 non-core radio stations.  In March
2008, the company announced that it has completed the sale of its
Television Group to Newport Television LLC.

                          *     *     *

As reported by the Troubled Company Reporter on June 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Antonio, Texas-based Clear Channel Communications
Inc. to 'B' from 'B+' based on the proposed financing of the
company's pending leveraged buyout by the private equity group
co-led by Thomas H. Lee Partners L.P. and Bain Capital Partners
LLC.  

At the same time, S&P removed all the ratings from CreditWatch,
where they had been placed with negative implications on Oct. 26,
2006, following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value, including a
possible sale of the company.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '3' recovery rating on Clear Channel's $16.1 billion of
new senior secured credit facilities.  The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%) recovery
of principal and pre-petition interest in the event of a payment
default.
     
S&P also assigned its 'CCC+' rating on the company's $2.3 billion
of new senior unsecured notes, with a recovery rating of '6',
indicating its expectation for negligible (0% to 10%) recovery in
the event of a payment default.
     
At the same time, S&P lowered its rating on the company's $5.1
billion of existing senior unsecured notes to 'CCC+' from 'B-' and
assigned a recovery rating of '6' on these issues.

The 'B-' rating on the company's existing 8% senior notes due
November 2008 at its AMFM Operating Inc. subsidiary remains on
CreditWatch with negative implications pending the completion of
the company's tender offer for these notes.
     
S&P lowered the rating on Clear Channel's existing $750 million of
7.65% senior notes due 2010 to 'CCC+' from 'B-' and assigned a
recovery rating of '6', reflecting the potential for this issue to
remain outstanding until maturity.


CLIFTON STREET: Fitch Junks Ratings of Six Classes of Notes
-----------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the class A1, A2, B, C, D, E, F, G, and H notes from
Clifton Street Finance Limited (Clifton Street):

  -- EUR53,250,000 Class A1 to 'BBB-' from 'AAA';
  -- EUR48,750,000 Class A2 to 'BB' from 'AAA';
  -- EUR37,500,000 Class B to 'B' from 'AA+';
  -- EUR32,000,000 Class C to 'CCC' from 'AA';
  -- EUR30,000,000 Class D to 'CC' from 'AA-';
  -- EUR17,500,000 Class E to 'CC' from 'A';
  -- EUR15,000,000 Class F to 'CC' from 'A-';
  -- EUR15,000,000 Class G to 'CC' from 'BBB';
  -- EUR12,000,000 Class H to 'CC' from 'BB+'.

All classes were originally placed on Rating Watch Negative on
March 27, 2008.

For purposes of this review, Fitch analyzed the asset-backed
securities portion of the portfolio using criteria outlined in
'Global Criteria for the Review of Structured Finance CDOs with
Exposure to US Subprime RMBS' dated Nov. 15, 2007, while analyzing
the corporate portion of the portfolio using the criteria outlined
in 'Global Criteria for Corporate CDOs' dated April 30, 2008.
Fitch combined Rating Loss Rates from Vector 3.2 for the ABS
portion of the portfolio with Rating Loss Rates from Fitch's
Portfolio Credit Model for the corporate portion of the portfolio.  
Each model's results were weighted and combined based upon the
percent of the portfolio that each asset type represented.

The driving factor behind Fitch's rating action today is higher
loss expectations in Clifton Street's U.S. subprime residential
mortgage backed securities and structured finance CDOs.  Rapid
credit deterioration in US subprime and SF CDOs, primarily from
the 2005, 2006 and 2007 vintages is responsible for 11.6% (all
references to % of portfolio from this point forward refer to % of
total referenced amount of portfolio) of the portfolio falling
from investment grade ratings to 'B+' or lower).  This
deterioration has also caused the average rating factor of the ABS
portfolio to fall from 'A-/BBB+' in July 2007 to 'B/B-' currently.

Clifton Street is a managed synthetic collateralized debt
obligation that references a EUR1.5 billion portfolio of primarily
investment grade corporate bonds referenced via direct investments
of 50%, indirectly through ten inner tranche credit default swaps
totaling 30%, as well as 20% in various asset backed securities.

The ABS portfolio comprises of U.S. subprime RMBS (15.5%),
Alternative A mortgage loans (1.0%) and US SF CDOs (1.9%). U.S.
subprime RMBS of the 2005, 2006 and 2007 vintages account for
approximately 4.3%, 7.6% and 1.3% of the portfolio, respectively.  
During the rating action in March 2008, 7.7% of the portfolio was
ABS rated 'BB+' or below.  As per the portfolio from the latest
trustee report from March 2008, 13.1% of the portfolio is ABS
rated 'BB+' or below and 7.2% of the portfolio is ABS rated 'CCC+'
or below.  This compares to current credit enhancement levels of
16.0%, 12.8%, 10.3%, 8.1%, 6.1%, 5.0%, 4.0%, 3.0% and 2.2% for the
class A1, A2, B, C, D, E, F, G and H notes, respectively.

While there have been no credit events called to date in the ABS
portfolio, Fitch believes credit events may be called in the near
term. KBC Investments Cayman Islands V, Ltd., in its capacity as
the swap counterparty, has the right to deliver a credit event
notice on any of the ABS reference obligors following: failure to
pay interest, deferment event, permanent reduction of principal,
downgrade to 'C' or lower by any rating agency, and bankruptcy.  
Additionally, when determining the valuation price for an ABS
reference obligation, the valuation must exceed a minimum recovery
threshold during any valuation date within two years of the credit
event.

The weighted average rating of the direct corporate investments is
'BBB-/BB+' compared with 'BBB/BBB-' at closing, while exposure to
below investment grade reference entities equals 19.4%, of which
2.8% is in the 'B' rating category.  Fitch's corporate CDO review
criteria is sensitive to securities on Rating Watch Negative (6.4%
of the portfolio) and Negative Outlook (16.6% of the portfolio)
and lowers their ratings by two and one notch, respectively in the
portfolio credit model.  Additionally, results of Fitch's
portfolio credit model are impacted by industry concentrations.  
Clifton Street currently has 27.1% exposure to the Banking &
Finance industry (directly and indirectly).

Each of the ten inner tranche CDS comprises 3% of the total
referenced amount.  Additionally, all inner tranche CDS have the
same attachment point of 6.25% and detachment point of 12.25%.  
Weighted average rating factors on each of the inner CDOs range
from 'BBB+/BBB' to 'BBB/BBB-'.  Most reference entities within
each of the ten inner tranche CDS are referenced by 2 to 4 inner
tranche CDS and account for less than 0.1% of the portfolio's
entire holdings.

The transaction is designed to provide credit protection for
realized losses on the reference portfolio through a master credit
default swap between the issuer and the swap counterparty, KBC.  
At closing, the issuer entered into a GIC agreement with KBC
Investments Hong Kong Limited (guaranteed by KBC Bank), which
allows it to redeem collateral at the purchase price of the
principal amounts on the maturity date.  KBC also has the right,
subject to trading guidelines set at the closing of the
transaction, to adjust the portfolio via additions, removals and
replacements of reference entities and/or reference obligations
prior to the scheduled amortization commencement date in April
2015.  Trading gains and losses do not impact the credit
enhancement levels available to the notes.

The notes have a scheduled maturity date in July 2041.  While the
notes will absorb losses on the ABS portion of the portfolio until
this date, they will only absorb losses on the corporate reference
entities for which a credit event notice is delivered prior to
April 2015.  This rating action incorporates the most recent
portfolio including trades made since the notes were placed on
Rating Watch Negative in March 2008.  There have been no credit
events to date.


COUNTRYWIDE FINANCIAL: Florida Sues for Deceptive Lending
---------------------------------------------------------
The state of Florida sued Countrywide Financial Corp. yesterday
for deceptive lending practices and embroiling struggling
homeowners in further financial debt, Reuters reports.

The lawsuit is the third one filed against the mortgage lender
this past couple of weeks.  As reported in the Troubled Company
Reporter on June 26, 2008, the states of California and Illinois
also sued Countrywide.  The lawsuits, which names CEO Angelo
Mozilo and president David Sambol, accuses Countrywide of
"aggressive" predatory lending practices, such as introducing
"teaser rates" to homeowners without providing adequate notice
that their payment rates will increase in subsequent months.

The state accused Countrywide of, among others, offering home
loans to people with questionable credit histories, of promising
to impose fixed rates and later adjusting these same rates, and
loaning money at higher rates to those who were qualified for
prime rate loans, Reuters relates.

Reuters adds that Countrywide even threatened to fire its own
underwriters for trying to verify whether a borrower has the
ability and means to pay back the loan.  Managers were also
expected to approve loans to people suspected of fraud.

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

Reuters noted that California and Florida had the highest default
rates among the states.

                   About Countrywide Financial

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

                         *     *     *

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

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


CREATIVE DESPERATION: Case Summary & Eight Largest Creditors
------------------------------------------------------------
Debtor: Creative Desperation, Inc.
        4581 Weston Rd., Ste. 306
        Weston, Fl 33331

Bankruptcy Case No.: 08-19067

Chapter 11 Petition Date: June 30, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Charles D. Franken, Esq.
                     Email: frankencdf@aol.com
                  8181 W. Broward Blvd., Ste. 360
                  Plantation, FL 33324
                  Tel: (954) 476-7200
                  Fax: (954) 424 0297

Total Assets: $501,000,050

Total Debts:    $2,552,400

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Internal Revenue Service       $1,000,000
Atlanta, GA 30303

Dr. Marc Schwartz              $350,000
1600 El Camino Real, Ste. A
Belmont, CA 94002

Dr. Scott Brody                $350,000
1025 S. Perry St., Ste. 105
Castle Rock, CO 80104

Church of Scientology          $300,000
International
6331 Hollywood Blvd.,
Ste. 1200
Los Angeles, CA 90028

Dr. Douglas Ness               $300,000
1400 W. Benson Blvd., Ste. 150
Anchorage, AK

Edwards Angell                 $200,000

Moxon & Kendrick               $50,000

Ford Motor Credit              $2,400


CULPEPER CROSSROADS: Taps Linowes and Blocher as Counsel
--------------------------------------------------------
Culpeper Crossroads LLC asks the United States Bankruptcy Court
for the Eastern District of Virgina to employ Linowes and Blocher
LLP as its counsel.

Linowes and Blocher will:

   a) advise the Debtor with respect to its powers and duties as a
      debtor-in-possession in the continued management of its
      financial affairs,

   b) represent the Debtor in proceedings instituted by or against
      the Debtor,

   c) prepare any necessary applications, orders, reports, and
      other legal papers,

   d) assist the Debtor in the preparation of its schedules and
      statement of financial affairs and any amendments thereto
      the Debtor may be required to file in this case,

   e) assist the Debtor in the preparation, presentation and
      confirmation of a plan of reorganization and disclosure
      statement, including negotiations with creditors and other
      parties in interest with respect thereto, and

   f) perform any other legal services necessary or appropriate to
      assist the Debtor in discharging its duties as a debtor-in-
      possession.

The firm's professionals and their compensation rates are:

      Professionals               Designations    Hourly Rates
      -------------               ------------    ------------
      James A. Vidmar, Jr., Esq.  Partner         $380
      Jennifer Kneeland, Esq.     Associate       $290
      Katy Le Vie                 Paralegal       $160
      Robin Helms                 Paralegal       $160

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of Bankruptcy
Code.

Headquartered in Warrenton, Virginia, Culpeper Crossroads LLC
filed for Chapter 11 protection on May 27, 2008 (Bankr. E.D. Va.
Case No.08-12990).  The Debtor's summary of schedules showed total
assets of $10,914,099 and total debts of $7,009,841.


CWHEQ: S&P's Cuts Ratings of 36 Classes of Pass-Through Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 36
classes of U.S. home equity line of credit resecuritization pass-
through notes from CWHEQ Revolving Home Equity Loan
Resecuritization Trust's series 2006-RES.

Additionally, S&P's affirmed its ratings on four classes from the
same transaction.  These 40 classes had an original total
principal balance of approximately $6.416 billion.

The resecuritization transaction is collateralized by 20 senior
classes from 20 underlying revolving HELOC transactions issued by
Countrywide Home Loans Inc. in 2004 and 2005.  Each class in the
resecuritization trust takes its name from the underlying series
that issued the corresponding underlying class, followed by either
"1a" or "1b".  Thus, each pair of 1a and 1b classes with the same
preceding name is collateralized by one corresponding underlying
class.

Each of the 20 underlying classes has bond insurance from one of
five different monoline insurers.  The rating on each underlying
class is the higher of the rating on the applicable monoline
insurer or the rating associated with the credit enhancement
available to such class.  A combination of excess spread and
overcollateralization provide credit support for each of the
underlying classes.

S&P's reviewed each of the underlying transactions and affirmed or
adjusted the ratings on the underlying classes based on that
review.  The rating on each class in the resecuritization trust is
based on the most recent rating on the corresponding underlying
class.

                          RATINGS LOWERED

      CWHEQ Revolving Home Equity Loan Resecuritization Trust
     HELOC resecuritization pass-through notes series 2006-RES

                                       Rating
                                       ------
          Class                 To               From    
          04-D-1a               AA               AAA
          04-D-1b               AA               AAA
          04-E-1a               BB               AAA
          04-E-1b               BB               AAA
          04-F-1a               BB               AAA
          04-F-1b               BB               AAA
          04-K-1a               AA               AAA
          04-K-1b               AA               AAA
          04-L-1a               AA               AAA
          04-L-1b               AA               AAA
          04-M-1a               AA               AAA
          04-M-1b               AA               AAA
          04-N-1a               AA               AAA
          04-N-1b               AA               AAA
          04-P-1a               AA               AAA
          04-P-1b               AA               AAA
          04-Q-1a               BBB              AAA
          04-Q-1b               BBB              AAA
          04-R-1a               BBB              AAA
          04-R-1b               BBB              AAA
          04-T-1a               AA               AAA
          04-T-1b               AA               AAA
          04-U-1a               BB               AAA
          04-U-1b               BB               AAA
          05-A-1a               AA               AAA
          05-A-1b               AA               AAA
          05-B-1a               BB               AAA
          05-B-1b               BB               AAA
          05-E-1a               AA               AAA
          05-E-1b               AA               AAA
          05-F-1a               AA               AAA
          05-F-1b               AA               AAA
          05-G-1a               BBB              AAA
          05-G-1b               BBB              AAA
          05-H-1a               BBB+             AAA
          05-H-1b               BBB+             AAA

                         RATINGS AFFIRMED

      CWHEQ Revolving Home Equity Loan Resecuritization Trust
     HELOC resecuritization pass-through notes series 2006-RES

                   Class                 Rating
                   05-C-1a               AAA
                   05-C-1b               AAA
                   05-D-1a               AAA
                   05-D-1b               AAA


DAN GAMEL: To Liquidates Vehicle Inventory in RV Dealerships
------------------------------------------------------------
Dan Gamel Inc. began liquidating the inventory of all recreational
vehicles in its remaining RV dealerships, and will close the doors
for good once the inventory is sold off.
   
Gamel's locations are in Bakersfield, Modesto, Rocklin, Anderson,
and two locations in Fresno: the original RV sales center on
Central Avenue and the flagship Camp America store that opened in
a former Super K-Mart on Shaw Avenue in 2004.
   
Mr. Gamel implemented many programs that improved performance and
the company experienced increased sales during the first quarter
of 2008.  Mr. Gamel attributed the increased volume to aggressive
value pricing and implementation of the company's proprietary
sales system known as Project 4, which computerizes the entire
selling process.

Though overall profits have been down over the first quarter of
2007, March and April both showed sharp increases in sales, but
those took a fall in May when gas prices continued to climb and
the media continued to paint a bleak picture for summer travel and
the future of gas automobiles.
   
"Despite media reports, data shows there are more people RVing now
than ever in history," Mr. Gamel explained.  "Retirees are still
traveling and families are still taking their RVs camping.  
Unfortunately, they're also sitting back and waiting to see what
will happen before upgrading to a new RV.  We've been working to
educate the consumer about the true cost of RVing and the effect
of gas prices on their vacation budget."

"The fact is that new RVs actually cost less this year than last
due, in part, to the reduction in interest rates from high as 9%
last year to about 6% now," Mr. Gamel commented.  "That drop means
a huge difference in your monthly payment.  And, though we're
indeed paying more per gallon for fuel, the gas cost for an
average 200 mile weekend getaway will run only $25.20 more than it
did last summer.  Now, I don't know about you, but $25 isn't going
to make me change my vacation plans."
   
Despite his investment of millions in personal assets, the cost of
flooring inventory that is moving too slowly and the inability to
secure loans from gun-shy banks for working capital has led
Mr. Gamel to the decision to close his dealerships while the
corporation is still solvent.  Earlier this year, Mr. Gamel closed
three of his underperforming stores in Santa Rosa, Chico and Yuma,
Arizona.
   
"The hardest part of this decision is knowing how many good people
are losing their jobs, some who have worked for me 30 years or
more," Mr. Gamel said.  "They've been vital to the lifeblood of
this company."
   
Gamel's management team is cutting back staff in all stores to a
skeleton crew to facilitate the liquidation of inventory which
began on June 28.  Once all inventory is liquidated, the company
will evaluate whether it's feasible to keep one or two stores
open.  

Mr. Gamel explained that the size of RV market can no longer
sustain the number of dealers in California, even though
California is one of the largest RV markets in the country.
    
Mr. Gamel plans to sell off his commercial real estate holdings in
Fresno, Modesto, Rocklin and Redding.  One of two parcels he owns
in Rocklin has been in escrow for several months, and his Camp
America store in Fresno is also in escrow.  Both of those
properties are due to close this Fall.
    
Mr. Gamel has been a pioneer in the RV industry.  In the nineties,
Mr. Gamel was the first dealer to sell RVs on the internet, and in
2007 his Project 4 software and central desk system made it
possible for his team to sell RVs from anywhere there's an
internet connection, even at campgrounds.
    
"I've been in this business 32 years," Mr. Gamel said.  "It's been
quite a ride and I'll always be passionate about RVing and helping
others to experience that freedom.  There are few activities that
you can enjoy with your family that bring you together to spend
real one-on-one time - parents with children, sisters with
brothers, grandparents and cousins.  It's the stuff that
strengthens family ties and grounds our kids and helps us to
nurture strong leaders.  That's what RVing will always be about to
me."
    
"You'll never find RV prices as low as you can get at my RV
centers while we're liquidating," Mr. Gamel reminded.

More information on the liquidation is available at:

     Dan Gamel Inc.
     4080 West Shaw Avenue
     Fresno, CA 93722
     Tel (559) 248-2022

                       About Dan Gamel Inc.

Headquartered in Fresno, California, Dan Gamel Inc. --
http://www.gamel.com/-- is wholly owned by Dan Gamel.  The  
company sells Fleetwood, Jayco, National, Gulf Stream, Heartland,
Aerolite, KZ and Dutchman lines of recreational vehicles.


DISTRIBUTED ENERGY: Gets Final OK to Use Perseus' $2 Million Loan
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Distributed Energy Systems Corp. and Northern Power
Systems Inc. to obtain, on a final basis, up to $2,00,000 in
postpetition financing under a secured loan facility from Perseus
Partners VII LP, as lender.

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

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

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

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

The DIP agreement contains customary and appropriate events of
default.

As reported in the Troubled Company Reporter on June 17, 2008,
the Court has authorized the Debtors to use Perseus' cash
collateral.

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

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

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

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

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

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

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

                   About Distributed Energy

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

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

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


DOLLARAMA GROUP: S&P's Changes Negative Outlook to Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Montreal-based Dollarama Group L.P. to negative from stable.  At
the same time, S&P's affirmed all ratings, including the 'B+'
long-term corporate credit rating, on the company.

"The revised outlook reflects our concern that inflationary
pressures will force a modification of Dollarama's C$1.00
universal price point business model, which presents execution
risks as well as opportunities," Maude Tremblay, Standard & Poor's
credit analyst said.  "These pressures come from a variety of
sources including rising manufacturing costs in China, higher
transportation costs, and higher occupancy costs."

The ratings reflect the company's high debt leverage, pressured
operating margins, and uncertain financial policy in the medium
term.  These features are only partially mitigated by Dollarama's
leading market share in the Canadian dollar store segment, strong
sourcing capabilities, and attractive real estate locations for
its stores.

Dollarama is Canada's largest chain of dollar stores, with about
530 stores in 10 Canadian provinces, all corporate-operated and
leased under the Dollarama banner.  The company follows an
aggressive expansion strategy, adding about 60 stores annually to
its network.  It is deepening its penetration into the Quebec and
Ontario markets and is also expanding its network into western
Canada.  Dollarama's exclusive reliance on corporate-operated
stores has proven to be an integral part of its success.

The negative outlook reflects Standard & Poor's concerns that if
the rate of inflation accelerates it will force Dollarama into an
earlier-than-planned modification of the universal price point
business model, which could present execution risks.  S&P's could
revise the outlook to stable once the rating agency gain greater
clarity with respect to Dollarama's merchandising strategy in the
medium term and its impact on the company's operations.

As well, improving operating trends or meaningful debt reduction
leading to an improvement in the lease-adjusted leverage to about
6x would support a stable outlook.  Downward pressure on the
ratings could stem from sustained inflationary pressures on costs
of goods or operating weakness leading to a deterioration in
profitability and credit measures, including lease-adjusted
leverage weakening to about 7x.


DUNMORE HOMES: Court Disallows $45,029,183 in Claims
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
disallowed more than 100 amended and duplicate claims against
Dunmore Homes, Inc., including:

                                                       Surviving
                                         Surviving       Claim
   Claimant                Claim No.     Claim No.       Amount
   --------                ---------     ----------    ---------
   Andres Cervantes            28           114        $226,608
   d/b/a Emerald Drywall      109

   Blazona Concrete           381           386         329,397
   Construction, Inc.         382
   d/b/a Blazona              383
   Construction, Inc.         384
                              385

   Cal Sierra Construction    329           375       2,243,329

   David & Kathleen Petree    317           320         116,572

   GE Appliances               24           167         151,551

   IndyMac Bank, FSB          361           412       5,872,207

   Merced Pacific Landscape    29            42         138,356

   Michelle Gibson             30            88         195,937
                               35

   Teichert & Son, Inc.       358           392       2,489,661

   Weyerhaeuser Realty         40           308      33,265,565
   Investors, Inc.             68

The Court overruled all objections that were raised at the
hearing.

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).


ENDURANCE BUSINESS: S&P's Cuts Corporate Credit Rating to B-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Endurance Business Media Inc. and
removed them from CreditWatch, where they were placed with
negative implications April 9, 2008.  The corporate credit rating
was lowered to 'B-' from 'B', and the rating outlook is stable.

"The downgrade reflects the deterioration of Endurance's credit
metrics and cushion of compliance with bank covenants in the first
quarter of 2008," Jeanne Mathewson, S&P's credit analyst said.  
"It also reflects the difficulties that we believe the company
faces in the intermediate term as the real estate market continues
to struggle and covenants continue to tighten."

Endurance publishes residential real estate and rental property
advertising publications in the U.S., including Home & Land,
Rental Guide, Home Guide, and Estate & Homes.  These free
publications, which are distributed in supermarkets, restaurants,
and sidewalk kiosks, help to connect potential homebuyers with
real estate brokers and agencies.

Total debt to EBITDA was 5.5x for the 12 months ended March 31,
2008, flat compared with March 31, 2007, but up from 5.3x at year-
end 2007.  EBITDA coverage of interest was 1.9x for the same
period.  The company converted about 17.7% of EBITDA to
discretionary cash flow for the same period, down significantly
from historical levels.


FOXCO ACQUISITION: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2 Probability of Default Rating to FoxCo Acquisition Sub
L.L.C..  In addition, Moody's assigned a Ba3 rating to FoxCo's
$535 million senior secured credit facility and a Caa1 rating to
its $230 million 8-year Senior Unsecured Notes.  The rating
outlook is stable.  

FoxCo will use the proceeds of the senior secured term loan, a
portion of the secured revolver and the Senior Unsecured Notes
along with $382 million of cash equity from the equity sponsor,
Oak Hill Capital Management, LLC., to acquire eight Fox-affiliated
television stations from News Corporation for $1.1 billion.  This
is the first time that Moody's has assigned ratings to FoxCo
Acquisition Sub L.L.C.

Ratings/assessments assigned:

FoxCo Acquisition Sub L.L.C.

  -- Corporate family rating -- B2
  -- Probability-of-default rating -- B2
  -- $50 million Senior Secured Revolving Credit Facility -- Ba3
     (LGD 3, 30%)

  -- $485 million Senior Secured Term Loan B Facility -- Ba3 (LGD
     3, 30%)

  -- $230 million Senior Unsecured Notes -- Caa1 (LGD 5, 84%)

The outlook is stable.

FoxCo's B2 rating reflects the company's significant debt to
EBITDA leverage of 7.0x, modest free cash flow relative to debt,
heavy proportion of relatively more volatile national advertising
revenue, lack of network affiliation diversity and modest scale.

The rating also incorporates FoxCo's weak revenue ranks in several
markets, the inherent cyclicality of the advertising business and
the increasing business risk associated with declining trends in
broadcast television audiences and increasing cross-media
competition for advertising spending.

FoxCo's ratings are supported by its presence in the larger
markets (DMAs 17-46) with concentration of stations in the top 35
DMAs and expectations for strong political revenue due to the
company's presence in several political swing states.  

Moody's believes FoxCo stands to benefit from cost efficiencies
resulting from its management services agreement with Tribune
Company, experience of Local TV's management team which will
oversee FoxCo's operations and the new management team's focus on
increasing local advertising revenue.  Moody's also notes the
significant equity contribution (~34%) from the sponsor in the
transaction.

FoxCo Acquisition Sub L.L.C., headquartered in Ft. Worth, Texas,
will own and operate 8 television stations in 8 markets, upon
completion of their acquisition from News Corporation.  The
stations' 2007 revenue was approximately $309 million.


FRONTIER AIRLINES: Bankruptcy Delays Annual Report Filing
---------------------------------------------------------
Frontier Airlines Holdings Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission that it will not be
able to file its annual report on Form 10K for the year ended
March 31, 2008.

According to Matthew Henry, Frontier's vice president and general
counsel, the company's delay in filing of its Annual Report  
relates to its filing of voluntary petitions for reorganization
under Chapter 11, along with its subsidiaries.

Mr. Henry noted that Frontier was able to file all other periodic
reports during the preceding 12 months, as required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940.

Mr. Henry anticipated that certain significant changes in the
results of operations from the period for the last fiscal year
will be reflected by the earnings statements to be included in
the Annual Report

Specifically, Mr. Henry related, Frontier will report a net loss
of approximately $59,400,000 for its fiscal year ended March 31,
2008, which compares to a net loss of $20,400,000 for the year
ended March 31, 2007.

The increased net loss is attributable to the increase in fuel
costs.  Mainline fuel cost per gallon during the fiscal year 2008
increased by 15% to $2.44 compared to $2.12 for the fiscal year
ended March 31, 2007, Mr. Henry informed the SEC.

                 About Frontier Airlines Inc.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FRONTIER AIRLINES: Statements Filing Deadline Extended to Aug. 25
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Frontier Airlines Holdings Inc. and its subsidiaries until
Aug. 25, 2008, to file their (i) schedules of assets and
liabilities, (ii) schedules of current income and expenditures,
(iii) schedules of executory contracts and unexpired leases, and
(iv) statements of financial affairs.

As reported in the Troubled Company Reporter on June 10, 2008,
Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
related that the extension will provide Debtors additional  time
to compile voluminous information relating to thousands of proofs
of claims, assets and contracts, which requires a significant
expenditure of time and effort on their employees and
professionals.

The office of the United States Trustee has advised that it has
no objection to the Debtors' request, but has urged the Debtors
to finalize and file the Schedules soon as practicable, said
Mr. Schaible.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FRONTIER AIRLINES: Gets Court's Authority to Extend Removal Period
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Frontier Airlines Holdings Inc. and its subsidiaries to
extend the period during which they may remove pending actions as
of the bankruptcy filing date, through and including the effective
date of any plan of reorganization in their Chapter 11 cases.

As reported in the Troubled Company Reporter on June 11, 2008,
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York
stated that the extension will permit the Debtors to make a full
assessment of the possible removal of prepetition Actions, thereby
maximizing the potential recovery for creditors.

The extension will also protect the Debtors' rights under
Section 1452 of the Judicial and Judiciary Procedures Code, he
noted.

Mr. Huebner said the Debtors' adversaries will not be prejudiced
by the extension because the adversaries may not prosecute an
action absent relief from the automatic stay.  Any party whose
proceeding is removed may seek to have it remanded under Section
1452(b) of the Judicial and Judiciary Procedures Code.

                 About Frontier Airlines Inc.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)'


GLOBAL CASH: Moody's Confirms Ratings with a Stable Outlook
-----------------------------------------------------------
Moody's Investors Service confirmed Global Cash Access' B1
corporate family, B1 probability of default, and B3 senior
subordinated note ratings with a stable outlook.  

The rating confirmation concludes the review for possible
downgrade that was initiated in November 2007 following the
company's report that it would delay filing its financial
statements as a result of an internal investigation, which was
subsequently concluded with no findings of evidence of fraud or
intentional misconduct and the company was able to file its
required financial statements.

In February 2008, Moody's commented that it would continue the
review following the company's weaker year-end earnings
announcement, the possibility of a prolonged weakness in the
gaming industry and its impact on the company's performance and
liquidity.

The confirmation reflects Moody's belief that although the U.S.
gaming industry is still impacted by the weakened macro economic
environment, which is restraining gaming visitation and spending
trends, Global Cash's enhanced scale and robust portfolio of
customer contracts, as a result of its acquisition of Certegy
Gaming Services and agreement to acquire competitor Cash Systems,
Inc., should help the company maintain its market leading position
and cushion any short-term softness in the U.S. gaming cash access
services market.

The stable rating outlook reflects Moody's expectation that Global
Cash's enhanced scale and portfolio of customer contracts should
offset moderate weakness in the U.S. gaming sector over the near
term.  In addition, the stable outlook also reflects the
expectation that the company will be able to effectively integrate
the CGS and Cash Systems acquisitions and maintain client contract
renewals without any material customer losses.

There is a continued expectation of solid free cash flow
generation, which is anticipated to be used for debt reduction
over the intermediate term.  In Moody's opinion, near term
liquidity is expected to remain good as there is an expectation of
ample cash flow plus unrestricted cash to fund operations over the
near term.

The B1 rating reflects the company's leading market position as
the largest cash access service provider to U.S. gaming
establishments, high levels of recurring multi-year client
contracts which provides earnings predictability and its ability
to generate consistent levels of positive free cash flow.

The rating is constrained by uncertainties surrounding the future
growth markets and products in the U.S. gaming sector coupled with
the unfavorable impact of weaker U.S. economy affecting gaming
visitation and spending trends, the recent trend of lower
operating margins, the growing trend of cashless gaming products,
which could reduce ATM transaction volumes, the recent loss of the
company's UK credit card cash advance services as a result a
change in local legislation, significant customer concentration,
and integration risks surrounding new acquisitions and new
management team.

These ratings were confirmed:

  -- Corporate Family Rating at B1
  -- Probability of Default Rating at B1
  -- $153 million of 8.75% Senior Subordinated Notes due 2012 at
     B3 (LGD-5, 77%)

The ratings outlook is stable.

Headquartered in Las Vegas, NV, Global Cash Access, Inc. a wholly
owned subsidiary of Global Cash Access Holdings Inc., is a leading
provider of cash access products and related services to the
gaming industry in the U.S. and several international markets.  
Global Cash's revenues and EBITDA for the last 12 months ended
March 2008 was $596 million and $90 million, respectively.


GREEKTOWN CASINO: Court Gives Final OK on Cash Collateral Use
-------------------------------------------------------------
The Honorable Walter Shapero of the U.S. Bankruptcy Court for the
Eastern District of Michigan allowed, on a final basis, Greektown
Casino LLC and its debtor-affiliates to use the cash collateral of
their prepetition secured lenders pursuant to a rolling 13-week
budget.

As reported in the Troubled Company Reporter on June 9, 2008,
pursuant to a Credit Agreement dated Dec. 2, 2005, as amended,
Debtors Greektown Holdings, LLC, and Greektown Holdings II, Inc.,
borrowed money and obtained letters of credit from these secured
lenders:

   * The Bank of New York
   * Bear Stearns Securities Corp.
   * BNP Paribas Securities Corp./Fixed Income
   * Brown Brothers Harriman & Co.
   * Citibank, N.A.
   * Dresdner Kleinwort Wasserstein Securities LLC
   * Jefferies & Company, Inc.
   * JPMorgan Chase Bank, N.A.
   * Mellon Trust of New England, N.A.
   * Merrill Lynch, Pierce, Fenner & Smith Incorporated
   * The Northern Trust Company
   * PNC Bank, National Association
   * State Street Bank and Trust Company
   * Investors Bank and Trust Company
   * U.S. Bank, N.A.
   * Wells Fargo Bank, National Association

The agents for the Prepetition Secured Lenders are Merrill Lynch,
Pierce, Fenner and Smith Incorporated; Merrill Lynch Capital
Corporation; Wachovia Securities; National City Bank of the
Midwest; Wells Fargo Bank, National Association; and Fifth Third
Bank.

The Prepetition Obligations are secured by a lien and security
interest in substantially all of the Debtors' personal property
assets as well as mortgages on substantially all of their real
estate interests -- the Prepetition Cash Collateral.

As of the date of bankruptcy, the Debtors' books and records
showed that the outstanding principal balance of the obligations
owing to the Prepetition Lenders was at least $44,626,000, plus
accrued interest.

The Debtors also obtained, before the bankruptcy filing, financing
pursuant to the Taxable Economic Development Revenue Bonds and
the Tax-Exempt Economic Development Revenue Bonds issued by the
Economic Development Corporation of the City of Detroit.  The
Bonds are backed by a $49,360,000 letter of credit issued under
the Prepetition Loan Agreement.  The Bonds are not secured by
any collateral other than the right to draw under the Bond Letter
of Credit if the conditions set forth are met.

As of the bankruptcy filing date, the Debtors' books and records
showed that the outstanding principal balance owing with respect
to the Bonds was $49,350,000, plus accrued but unpaid interest and
all costs, expenses and attorneys' fees owing in accordance with
the terms of the Bond Documents.

A full-text copy of the Budget for the 13-week period from
June 2, 2008, through Aug. 31, 2008, is available for free at:

               http://researcharchives.com/t/s?2d4c

All of the Debtors' construction expenditures and cash flow will  
be in accordance with the Budget, as may be modified from time to
time with the consent of the DIP Lenders.

The Prepetition Lenders are granted adequate protection for and
in equal amount to the aggregate diminution in the value of their
interests in the Prepetition Collateral, including the granting
of replacement liens, the Court rules.

If at any time, the Debtors have Available Cash of more than
$25,000,000, the Excess Available Cash will be applied to the
prepayment of the Tranche B Loan and to the prepayment of the
Prepetition Obligations.  Available Cash will be measured on a
monthly basis as of month-end, and will be reported to the
Postpetition Agent, the Prepetition Agent and the Official
Committee of Unsecured Creditors.

                      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. 6;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Court Approves $150 Million DIP Financing
-----------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates' reorganization
plan took another significant step forward when the U.S.
Bankruptcy Court for the Eastern District of Michigan gave final
approval to a $150 million in debtor-in-possession financing for
the casino to complete the construction of its 400-room hotel and
25,000-square-foot gaming floor expansion.

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

"This is another important milestone in the reorganization
process," said Greektown Casino Management Board Chairman Tom
Miller, who is also a member of the Board of Directors of the
Sault Ste. Marie Tribe of Chippewa Indians, owners of the casino.

"Completing the permanent casino and hotel is a critical
component to emerging from reorganization a financially stronger,
more profitable casino, and will greatly increase the value of
the asset as we seek exit financing."

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

Greektown Casino's expanded gaming floor is scheduled to
open in late August 2008 and the hotel is scheduled to open in
January 2009.
          
"Greektown Casino's management, contractors and financial
consultants have done a great job keeping the permanent casino
project moving forward during reorganization," Mr. Miller said.
Greektown Casino remains open for business as usual during
Chapter 11 reorganization.

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

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

              DIP Loan Obligations & Exit Milestones

As security for Greektown's DIP Loan Obligations, the Court grants
the DIP Lenders and the DIP Loan Agent priming liens and
superpriority claims in all of Greektown's collateral, subject
and subordinate only to the Carve-Out.

The DIP Lenders consist of a syndicate of financial institutions,
which include Wachovia Bank, Wells Fargo Foothill, National City
Bank and Merrill Lynch Capital Corporation, as administrative
agent.

The DIP Collateral excludes Greektown's claims and causes of
action under Sections 544, 547, 548, 549 and 550 of the
Bankruptcy Code or the Avoidance Action Property.

The Carve-Out for the fees of the Bankruptcy Court Clerk, the
fees for the U.S. Trustee pursuant to Section 1930(a) of the
Judiciary Code, and the fees for the Debtors' and the Official
Committee of Unsecured Creditors' professionals will not exceed
$2,250,000.

The DIP Credit Agreement will mature on June 1, 2009.

Pursuant to the DIP Credit Agreement, Greektown is required to
satisfy certain "Exit Milestones," which include:

   * the delivery of a business plan by July 28, 2008;

   * the retention of an investment banker by December 31, 2008,
     to complete a sale of the company's assets and operations;

   * the establishment of a data room on the company's operations
     by February 28, 2009;

   * the procurement of a preliminary term sheet with respect to
     an exit financing by April 30, 2009; and

   * the filing of a reorganization plan or the receipt of final
     purchase bids from potential buyers by June 1, 2009.

                       Objections Overruled

Any objections not otherwise resolved or withdrawn are overruled
on its merits, the Court rules.

The ongoing regulatory powers of the Michigan Gaming Control
Board are expressly preserved, the Court clarifies.  Furthermore,
the Final DIP Order will not affect the validity, extent, or
priority of any assignments, pledges, security interests or liens,
if any, in favor of Ted Gatzaros and Maria Gatzaros, and Dimitrios
Papas and Viola Papas, the Court adds.

The Court sets Sept. 26, 2008, as the deadline for the Creditors
Committee or any other party-in-interest to file a complaint
seeking to invalidate, subordinate or challenge Greektown's
obligations with respect to its Prepetition Financing.

                      Contractor Payments

>From June 26, 2008, through Aug. 30, 2008, Greektown will reserve
$41,580,000 from the Tranche A Loan to pay Jenkins/Skanska for
contractor work to be performed by the firm for June, July and
August 2008, with respect to the ongoing construction of the
Greektown Expanded Casino and Hotel.

A full-text copy of the Court's Final DIP Order is available for
free at:

               http://researcharchives.com/t/s?2ee6

                      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. 6;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Wants to Make Interest Payments on EDC Bonds
--------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates ask authority from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
make interest payments on certain bonds.

The Debtors are parties to an Economic Development Agreement with
the Economic Development Corporation of the City of Detroit,
Michigan, whereby the Debtors agreed to make certain principal
and interest payments as well as provide a letter of credit for
securing certain Series 1999 C development bonds issued by the
EDC in connection with the building of the Debtors' casino.

The Debtors were required to enter into the Development Agreement
as a prerequisite to obtaining a license from the Michigan Gaming
Control Board to operate a casino in Detroit, according to Ryan
D. Heilman, Esq., at Schafer and Weiner, PLLC, in Bloomfield
Hills, Michigan.  

The Debtors believe that the Development Agreement may be an
executory contract.  The Debtors add that they have not
determined whether to assume or reject the Agreement under
Section 365 of the Bankruptcy Code.

Mr. Heilman notes that the Debtors are obligated to make the next
monthly interest payment to the EDC pursuant to the Development
Agreement on June 30, 2008.  If the Debtors are prohibited from
making the payment to the EDC, it may draw upon an irrevocable
letter of credit issued by National City Bank of the Midwest.

While the Debtors are still deciding on whether to accept or
reject the Development Agreement, they are contractually
obligated to pay the interest charges on the Bonds, which carry
an interest rate of 2.6% on the taxable Bonds and 1.7% on the
tax-exempt Bonds.  If the EDC elects to draw on the letter of
credit, it may elect for a full or partial draw.  Any draw by the
EDC against the letter of credit will be paid by the Debtors'
prepetition lenders, Mr. Heilman says.

Since the Debtors' obligation to the prepetition lenders on the
letter of credit are fully secured, a full draw will result in
additional secured debt to the Debtors for $49,360,000, which
consists of approximately $41,830,000 in taxable Bonds and
$7,610,000 in tax exempt bonds, plus any accrued but unpaid
interest, which carries a 7.6% interest, Mr. Heilman points out.

If the Debtors do not pay the interest on the Bonds, their
financial position will worsen because it will result in
increased interest charges, which translates to an annual
increased charge of about $2,500,000, Mr. Heilman emphasizes.  
"The increased interest charges of $2,500,000 will certainly
hinder the Debtors' ability to successfully reorganize and will
diminish the value of their estates," he asserts.  

Although the interest payments are postpetition contractual
obligations under a non-rejected contract, the Debtors believe
that they can make the interest payments in the ordinary
course of business under Section 363(c)(1) of the Bankruptcy
Code.  However, out of an abundance of caution and because the
interest payments arise out of prepetition bonds, the Debtors
believe that they should still pay interest on the Bonds.

Thus, the Debtors seek the Court's permission to pay interest
charges on the Bonds.

                      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. 6;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


HAVEN HEALTHCARE: $85MM Buyout Deal Fails, Omega to Operate Chain
-----------------------------------------------------------------
A deal to sell the Haven Healthcare Management LLC's nursing homes
has collapsed two weeks after it was disclosed, forcing state
officials to devise a new plan to operate the chain, the
newsday.com reported.

The report, citing state Attorney General Richard Blumenthal, said
that Formation Capital LLC of Alpharetta, Georgia, notified the
state that it was pulling out of the $85 million deal to take over
15 of Haven's homes in Connecticut and 10 in other New England
states.

The report stated that a back-up plan is to turn over the homes to
three secured creditors who provided financing for Haven.
CapitalSource, Nationwide and Omega Healthcare Investors would
oversee the homes using operators approved by the state.

In a press statement, Omega Healthcare Investors Inc. stated that
Omega and an experienced nursing home management team have formed
a new company to operate the 15 Haven facilities located on real
estate owned by Omega, as a result of the termination of a third
party's agreement to acquire substantially all the assets of its
subsidiary, Haven Eldercare LLC, out of bankruptcy.

The transition to the new operating management team is subject to
approval of the U.S. Bankruptcy Court, which has jurisdiction over
Haven's assets. Omega expects the Court to approve the new
management team taking control based on Omega's rights
as a lessor and a secured creditor under existing agreements.
   
"Given the termination of a third party purchaser's agreement to
acquire the assets of Haven out of bankruptcy, Omega worked
swiftly and diligently to retain an excellent and qualified team
ready to assume management of the facilities," C. Taylor Pickett,
chief executive officer of Omega, said.  

The team will be led by Timothy Coburn.  Mr. Coburn has been in
health care facility management for 30 years as a senior member of
several national health care companies providing successful
oversight to skilled nursing facilities, assisted living
facilities, sub-acute care facilities including traumatic brain
injury facilities and independent living communities around the
country.  

Over the past six years he has been utilized as a manager of
distressed health care properties on behalf of the U.S. Bankruptcy
Courts and the State of Connecticut Superior Courts, well as
private investors.  He was appointed Patient Care Officer by the
U.S. Bankruptcy Court for the Haven bankruptcy in November of 2007
and is a licensed Nursing Home Administrator in Connecticut and
Massachusetts.
   
"Omega plans to provide both working capital and capital
expenditure credit facilities to the new provider so that the
caregivers in these facilities can continue doing what they do
best and that is providing quality care for the residents of these
facilities," Mr. Pickett continued.
   
"Since the Haven situation has been rapidly evolving, we have not
completed our assessment of the financial impact of these
actions," Mr. Pickett continued.  "We expect to be in a position
to provide an overview of the financial impact in connection with
our second quarter earnings statement."

               About Omega HealthCare Investors Inc.

Based in Timonium, Maryland, Omega HealthCare Investors, Inc.
(NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real
estate investment trust investing in and providing financing to
the long-term care industry.  At Sept. 30, 2007, the company owned
or held mortgages on 238 SNFs and assisted living facilities with
approximately 27,465 beds located in 27 states and operated by 29
third-party healthcare operating companies.

                     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.


HEALTHSOUTH CORP: Completes $150 Million Stock Sale to J.P. Morgan
------------------------------------------------------------------
HealthSouth Corporation finalized the issuance and sale of
8.8 million shares of common stock of the company to J.P. Morgan
Securities Inc. for net proceeds of approximately $150 million.

As reported in the Troubled Company Reporter on June 25, 2008,
HealthSouth Corporation entered into an underwriting agreement
with J.P. Morgan Securities Inc. in connection with the issuance
and sale by the company to J.P. Morgan Securities Inc. of
8.8 million shares of common stock.  

The company will use the net proceeds of the offering for
redemption and repayment of short-term or long-term borrowings.
Amounts not used to reduce debt will be used for general corporate
purposes including acquisitions of or investments in businesses or
assets, capital expenditures, and working capital.

"The closing of this transaction represents another step taken to
continue to reduce our total debt outstanding, deleverage our
balance sheet, and reduce our cash interest obligations," said Jay
Grinney, HealthSouth president and chief executive officer.  "By
doing so, we will be able to apply more of the cash that our
business generates to invest in growth opportunities and for other
general corporate purposes."

                      About HealthSouth Corp.

Headquartered in Birmingham, Alabama, HealthSouth Corp. (NYSE:
HLS) -- http://www.healthsouth.com/-- provides inpatient   
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As reported in the Troubled company Reporter on May 9, 2008,
HealthSouth Corporation 's balance sheet at March 31, 2008, showed
$2.0 billion in total assets, $3.1 billion in total liabilities,
$85.7 million in minority interest in equity of consolidated
affiliates, and $387.4 million in convertible perpetual preferred
stock, resulting in a $1.5 billion total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $697.5 million in total current
assets available to pay $911.9 million in total current
liabilities.


HOME INTERIORS: To Eliminate 116 Jobs Starting August 31
--------------------------------------------------------
Home Interiors and Gifts Inc. informed the Texas Workforce
Commission on June 25, 2008, that it would cut another 116 jobs
beginning Aug. 31, Dallas Business Journal says.

The Troubled Company Reporter related on June 3, 2008, that Home
Interiors will slash 83 night jobs at its Carrollton, Texas,
warehouse effective July 31, 2008.  In a filing with the Texas
Workforce Commission, Home Interiors said affected employees will
have the opportunity to move to the day shift instead of being
laid off.

Home Interior will also slash 24 sales and management positions at
its Carrollton facility, effective on the same date.

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and   
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  
When Mary Crowley, died in 1986, her son, Don Carter continued
the business operation nearly debt-free.  In a leveraged
transaction in 1998, private equity firm of Hicks, Muse, Tate,
and Furst acquired 66% of the parent company, which resulted in
the imposition of more than US$500 million in debt on the
Debtors.  In the face of decreased sales and increased debt
load, bondholders canceled their debts in February 2006 in
exchange for receiving most of the outstanding equity of the
Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Official Committee of Unsecured
Creditors.  When the Debtors file for protection against their
creditors, they listed assets and debts between US$100 million
and US$500 million.


HOOP HOLDINGS: Court Sets July 18 as General Claims Bar Date
------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware set July 18, 2008, as the last day
for filing proofs of claims against Hoop Holdings LLC, Hoop Retail
Stores LLC, and Hoop Canada Holdings Inc..

Proofs of claims must be received on or before the bar date:

-- if in person on by courier service hand delivery, on or before
   4:00 p.m. (prevailing Eastern Time) in person or by courier
   service hand delivery to:

        Hoop Holdings LLC
        Claims Processing Center
        c/o Epiq Bankruptcy Solutions LLC
        3rd Floor
        757 Third Avenue
        New York, NY     

-- if my mail to:

        Hoop Holdings LLC
        Claims Processing Center
        c/o Epiq Bankruptcy Solutions LLC
        FDR Station PO Box 5076
        New York, NY
        10150-5076

                       About Hoop Holdings

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No. 08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  Gibson Dunn & Crutcher LLP serves as
the Debtors' as special counsel.  Traxi LLC provides crisis
management services to the Debtors.

The U.S. Trustee for Region 3 has appointed seven members to the
official committee of unsecured creditors.  Pepper Hamilton LLP
serves as the Committee's Delaware counsel.

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


INDEPENDENCE TAX II: March 31 Balance Sheet Upside-Down by $14.8MM
------------------------------------------------------------------
Independence Tax Credit Plus L.P. II's consolidated balance sheet
at March 31, 2008, showed $71,000,636 in total assets, $87,335,505
in total liabilities, and ($1,482,100) in minority interest,
resulting in a $14,852,769 total partners' deficit.

The Partnership reported a net loss of $4,941,817 on total
revenues of $10,770,515 for the year ended March 31, 2008,
compared with a net loss of $6,693,999 on total revenues of
$10,081,295 for the year ended March 31, 2007.

Rental income increased approximately 6% to $10,416,979 for the
2007 fiscal year as compared to $9,800,865 in the 2006 fiscal
year, primarily due to increased occupancy from the repairing of
units damaged by hurricane and fire damage in the previous year at
one Local Partnership, a HUD approved rent increase at a second
Local Partnership and rental increases at the other Local
Partnerships.

Other income increased approximately $73,000 for the 2007 fiscal
year as compared to the 2006 fiscal year, primarily due to
miscellaneous tenant charges at one Local Partnership, an increase
in late charges and reimbursements for damages at a second Local
Partnership and an increase in vending and laundry income at a
third Local Partnership.

                 Liquidity and Capital Resources

On Jan. 19, 1993, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership.  The Partnership
received $58,928,000 of gross proceeds from the public offering  
from 3,475 investors.

Through March 31, 2008, the Partnership has invested all of the
net proceeds of its public offering in fifteen Local Partnerships
of which approximately $282,000 remains to be paid (including
approximately $24,000 being held in escrow).

Full-text copies of the company's consolidated financial
statements for the year ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2ed7

            About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership owns interests in fifteen subsidiary partnerships
as of March 31, 2008.


INDUSTRIAL-ALLIANCE: Fitch Withdraws 'BBq' Q-IFS Rating
-------------------------------------------------------
Fitch Ratings has withdrawn its quantitative insurer financial
strength rating on Industrial-Alliance Pacific Life Insurance
Company U.S. Branch.  The company no longer meets Fitch's criteria
to be eligible to receive a Q-IFS rating.

This rating is withdrawn by Fitch:

Industrial-Alliance Pacific Life Insurance Company US Branch (NAIC
Code 84514)
  -- Q-IFS 'BBq'


JAMES RIVER: To Buy Coal Reserves, Permits from Cheyenne for $40MM
------------------------------------------------------------------
James River Coal Company entered into a definitive Asset Purchase
Agreement pursuant to which the company will acquire certain
coal reserves and permits from Cheyenne Resources Inc. for
$40 million, comprised of $24 million in cash and $16 million in
either cash or newly issued common stock of the company, at the
option of the company.

The transaction includes approximately 10.2 million tons of proven
and probable surface reserves and 3.6 million tons of proven and
probable underground reserves, plus additional surface resources.
Permits necessary to begin mining a portion of the reserves
immediately are in place.  No equipment, workforce or other assets
will be acquired in the transaction.

"We believe that this transaction is an excellent strategic fit
for our company, as it continues the process of diversifying our
mine portfolio,' CK Lane, senior vice president and chief
operating officer commented.  "Due to more favorable mining
conditions, we will move personnel and equipment from one of our
existing surface mines to the Cheyenne properties."

"They will begin production at the new mine in August," Mr. Lane
said.  "We will restart production at the existing surface mine
later this fall or in early 2009.  The new mines at Cheyenne are
expected to reach a full production rate of approximately 500,000
tons per year by the end of the year.  The coal will be loaded
through our existing CSX loadout facilities.  We expect
approximately 90% of the production to be high quality utility
steam coal with an average of 12,600 BTU and less than 1.0%
sulphur, and the remaining 10% of the production to be sold as
industrial stoker coal.  Cash mining costs will be comparable to
our other surface mines in Central Appalachia.  Lastly, but very
importantly, the expected incremental increase in our production
is currently unpriced and available for sale."

The acquisition has been approved by the company's board of
directors and by the board of directors of Cheyenne Resources Inc.
The transaction is subject to customary closing conditions,
including the company obtaining financing on terms and conditions
approved by the company's board  and the satisfaction of other
pre-closing obligations incumbent upon the seller.

                        About Cheyenne Resources Inc.

Headquartered in Vicco, Kentucky, Cheyenne Resources Inc's line of
business is coal mining.

                 About James River Coal Company

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,       
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.  
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                          *     *     *

James River Coal Company continues to carry Moody's Investor
Service's "Caa3" long term corporate family rating, which was
placed in April 2007.  


JER CRE: Moody's Affirms B2 Rating on $72 Million Notes
-------------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes of
Notes issued by JER CRE CDO 2006-2 Ltd.:

  -- Class A-FL, $360,164,000, Floating Rate Notes Due 2045,
     affirmed at Aaa

  -- Class B-FL, $120,055,000, Floating Rate Notes Due 2045,
     affirmed at Aa2

  -- Class C-FL, $43,028,000, Floating Deferrable Interest Rate
     Notes Due 2045, affirmed at A1

  -- Class C-FX, $17,000,000, Fixed Deferrable Interest Rate Notes
     Due 2045, affirmed at A1

  -- Class D-FL, $28,022,000, Floating Deferrable Interest Rate
     Notes Due 2045, affirmed at A2

  -- Class D-FX, $20,000,000, Fixed Deferrable Interest Rate Notes
     Due 2045, affirmed at A2

  -- Class E-FL, $20,014,000, Floating Deferrable Interest Rate
     Notes Due 2045, affirmed at A3

  -- Class E-FX, $10,000,000, Fixed Deferrable Interest Rate Notes
     Due 2045, affirmed at A3

  -- Class F-FL, $40,818,000, Floating Rate Deferrable Interest
     Notes Due 2045, affirmed at Baa1

  -- Class G-FL, $36,017,000, Floating Rate Deferrable Interest
     Notes Due 2045, affirmed at Baa2

  -- Class H-FL, $13,206,000, Floating Rate Deferrable Interest
     Notes Due 2045, affirmed at Baa2

  -- Class J-FX, $60,027,000, Fixed Rate Deferrable Interest Notes
     Due 2045, affirmed at Baa3

  -- Class K, $78,036,000, Fixed Rate Deferrable Interest Notes
     Due 2051, affirmed at Ba2

  -- Class L, $72,033,000, Fixed Rate Deferrable Interest Notes
     Due 2051, affirmed at B2

Moody's is affirming this transaction due to overall stable pool
performance based on the Trustee Report dated May 20, 2008 and
information provided by the collateral manager.

JER CRE CDO 2006-2 Ltd. is a collateralized debt obligation backed
primarily by a portfolio of CMBS certificates, mezzanine loans and
whole loans.  As of the May 20, 2008 distribution date, the
transaction's aggregate bond balance has decreased to
$1.198 billion from $1.200 billion at issuance.  The ramp-up
period ended on April 17, 2007.  Currently, the transaction is in
compliance with all the applicable collateral quality and coverage
tests.

The rating actions reflect Moody's evaluation of the expected loss
associated with each class of notes based on the level of
subordination under the notes and the credit quality of the
underlying collateral pool.


JHT HOLDINGS: Chapter 11 Filing Cues Moody's Default Rating
-----------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of JHT Holdings, Inc. to D from Caa3 following JHT's filing
for protection under Chapter 11 of the U.S. Bankrutcy Code.  
Subsequent to this rating action Moody's will withdraw all of
JHT's ratings.

These ratings were downgraded:

  -- Corporate family to Ca from Caa3
  -- Probability of default to D from Caa3
  -- $20 million first lien revolver due 2011 to Caa3 LGD 3, 35%
     from Caa2 LGD 3, 35%

  -- $110 million first lien term loan 2012 to Caa3 LGD 3, 35%
     from Caa2 LGD 3, 35%

JHT Holdings, Inc., based in Kenosha, WI, is the leading delivery
service provider to North American manufacturers of commercial
vehicles (classes 5-8).  Revenues in 2006 were approximately
$500 million.


JOHN MERCER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John W. Mercer, Jr.
        Tara O. Mercer
        410 Wood St.
        Monroe, LA 71201
        Tel: (318) 325-1731

Bankruptcy Case No.: 08-31095

Type of Business: The Debtors are engaged in the health care
                  business.

Chapter 11 Petition Date: June 26, 2008

Court: Western District of Louisiana (Monroe)

Debtor's Counsel: Rex D. Rainach, Esq.
                  Email: rainach@msn.com
                  3622 Government St.
                  Baton Rouge, LA 70806
                  Tel: (225) 343-0643
                  Fax: (225) 343-0646

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtors' list of 20 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/lawb08-31095.pdf


JOHNSON COUNTY GAS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Johnson County Gas Company, Inc.
        PO Box 339
        Harold, KY 41635

Bankruptcy Case No.: 08-70387

Related Information: Bud Riffe, president, filed the petition on
                     the Debtor's behalf.

Chapter 11 Petition Date: June 24, 2008

Court: Eastern District of Kentucky (Pikeville)

Debtor's Counsel: Paul Stewart Snyder, Esq.
                  (ps@ws5.com)
                  P.O. Box 1067
                  Ashland, KY 41105-1067
                  Tel: (606) 325-5555

Total Assets: $159,999

Total Debts:  $1,950,900

A copy of the Debtor's petition with a list of unsecured creditors
is available for free at http://bankrupt.com/misc/kyeb08-70387.pdf


JPMORGAN ALTERNATIVE: S&P's Junks Ratings on 1-B-1, 1-B-2 Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from JPMorgan Alternative Loan Trust 2006-A6, a
residential mortgage-backed securities transaction backed by
Alternative-A (Alt-A) mortgage loan collateral.  

At the same time, S&P's affirmed this ratings on the remaining 19
classes from the same transaction.  Four of the downgraded classes
are from structure group 1 and the remaining downgraded class is
from structure group 2.

The downgrades reflect the increase in foreclosure rates for both
structure groups.  As of the May 2008 remittance period, the
foreclosure rate for structure 1 increased 70% from the March 2008
remittance period, and the foreclosure rate for structure 2
increased 350% during the same period.  

Due to these increases, S&P's believe that the projected credit
support for the affected classes is insufficient to maintain the
previous ratings, given S&P's current projected losses and timing
of the losses, as stated in "Projected Losses For 2006 Vintage
U.S. Alt-A RMBS Affected By April 29, 2008, Rating Actions,"
published April 29, 2008, on RatingsDirect.

S&P's arrived at our estimated projected losses for the U.S. Alt-A
RMBS deals originated in 2006 using the analysis outlined in
"Standard & Poor's Revised Default And Loss Curves For U.S. Alt-A
RMBS Transactions," published Dec. 19, 2007, on RatingsDirect.  

A combination of subordination, excess spread, and
overcollateralization provide credit support for this deal.  The
underlying collateral for this deal consists of fixed- and
adjustable-rate U.S. Alt-A mortgage loans that are secured by
first and second liens on one- to four-family residential  
properties.

                         RATINGS LOWERED

              JPMorgan Alternative Loan Trust 2006-A6

                                          Rating
                                          ------
           Class      CUSIP          To             From
           1-M-1     466285AF0       BB+             AA+
           1-M-2     466285AG8       B               AA-
           1-B-1     466285AH6       CCC             A-
           1-B-2     466285AJ2       CC              BBB+
           2-B-2     466285AW3       BB             BBB+

                         RATINGS AFFIRMED

              JPMorgan Alternative Loan Trust 2006-A6

                 Class      CUSIP          Rating
                 -----      -----          ------
                 1-A-1     466285AA1       AAA
                 1-A-2     466285AB9       AAA          
                 1-A-3     466285AC7       AAA             
                 1-A-4     466285AD5       AAA             
                 1-A-5     466285AE3       AAA         
                 I-P       466285AY9       AAA                
                 2-A-1     466285AK9       AAA
                 2-A-2     466285AL7       AAA           
                 2-A-3     466285AM5       AAA      
                 2-A-4     466285AN3       AAA      
                 2-A-5     466285AP8       AAA                
                 2-A-6     466285AQ6       AAA           
                 2-A-7     466285AR4       AAA       
                 2-A-8     466285AS2       AAA      
                 A-R       466285AX1       AAA    
                 2-P       466285AZ6       AAA         
                 2-M-1     466285AT0       AA+             
                 2-M-2     466285AU7       AA-                       
                 2-B-1     466285AV5       A-


KB HOME: 2Q 2008 Net Loss Widens to $255MM Due to Industry Crisis
-----------------------------------------------------------------
KB Home reported revenues totaling $639.1 million in the second
quarter ended May 31, 2008, down from $1.41 billion in the second
quarter of 2007, largely due to lower housing revenues.  Second-
quarter housing revenues of $636.7 million declined from
$1.3 billion in the year-earlier quarter, reflecting a 41%
decrease in homes delivered and a 17% decline in the average
selling price.  The company delivered 2,810 homes at an average
selling price of $226,600 in the second quarter of 2008 compared
to 4,776 homes delivered in the year-earlier quarter at an average
selling price of $271,600.

The company reported a net loss of $255.9 million, or $3.30 per
diluted share, for the quarter ended May 31, 2008, after
recognizing pretax, non-cash charges of $176.5 million for
inventory and joint venture impairments and the abandonment of
certain land option contracts, and $24.6 million for goodwill
impairment.  The net loss also reflected a $98.9 million valuation
allowance charge against the net deferred tax assets generated
during the quarter.  For the year-earlier quarter, the company
reported a net loss of $148.7 million, or $1.93 per diluted share,
which included pretax, non-cash charges of $308.2 million
associated with impairments and abandonments, partially offset by
income of $25.5 million, or $.33 per diluted share, associated
with the company's French discontinued operations that were sold
in July 2007.

The company's cash balance at May 31, 2008, totaled $1.31 billion
compared to $390.6 million at May 31, 2007.  Its ratio of debt to
total capital was 62.9% at May 31, 2008, compared to 50.3% at
May 31, 2007.  Net of cash, the company's ratio of debt to total
capital was 40.2% at May 31, 2008, compared to 46.6% at May 31,
2007.  During the first half of 2008, the company generated
positive cash flows from its operations, a trend that the company
expects will continue in the second half of the year.

At May 31, 2008, the company's backlog totaled 6,233 homes,
representing potential future housing revenues of approximately
$1.47 billion.  These measures declined 54% and 61%, respectively,
from the 13,672 backlog homes and approximately $3.74 billion in
backlog value at May 31, 2007.  Company-wide net orders for new
homes in the 2008 second quarter decreased 42% to 4,200 from 7,265
in the year-earlier quarter, reflecting a 37% year-over-year
decrease in the company's number of active communities.  The
company's cancellation rate in the second quarter of 2008 was 27%,
an improvement from 53% in the first quarter of 2008 and 34% in
the second quarter of 2007.

On June 12, 2008, the company announced that it would redeem all
of its outstanding 7-3/4% senior subordinated notes due 2010 in
the aggregate principal amount of $300 million.  The redemption
date is July 14, 2008 and the redemption price is 101.938% of the
principal amount, plus all accrued interest to the date of
redemption.

                        Management Comments

"Housing market conditions remain difficult for the homebuilding
industry, with inventories of unsold homes expanding as
foreclosures rise to record highs, and consumer confidence
continuing to deteriorate amid signs of weakness in the general
economy," said Jeffrey Mezger, president and chief executive
officer.  "Persistently poor demand for new homes during the
second quarter amplified pricing pressures and diminished asset
values in many of our served markets, requiring us to recognize
additional non-cash charges for inventory and joint venture
impairments, abandonments and the write-off of goodwill, all of
which significantly reduced our operating results.  Despite
substantially lower home prices, relatively low interest rates and
an abundance of choices, potential new home buyers remain
reluctant to purchase a home.  But as housing affordability
continues to improve, we expect [] hesitant buyers to become a
healthy source of demand for new homes, fueling the eventual
housing market recovery."

"We have significantly reduced inventory and debt levels at KB
Home over the past several quarters, while building a sizable cash
balance," said Mr. Mezger.  "I believe the company is well
positioned to successfully navigate through the current housing
environment and to capitalize on new opportunities that emerge.  
As of the end of the second quarter, we have tremendous financial
liquidity and flexibility, with $1.31 billion in cash on our
balance sheet, nearly $1.1 billion of borrowing capacity available
under our bank credit facility, and a leverage ratio, net of cash,
at the low end of our targeted range.  Seizing a strategic
opportunity available to us through the strength of our cash
position, we recently decided to call for the redemption of our
$300 million 7-3/4% senior subordinated notes, which will lower
our debt level further.  We will continue with our stated
objective of maintaining a strong balance sheet and being prudent
with respect to land investments and other expenditures for the
foreseeable future, while focusing on initiatives designed to
expedite our return to profitability."

"KB Home continues to build on its reputation as a leader and
innovator in the homebuilding industry by addressing its
environmental footprint," said Mr. Mezger.  "Recently, we were
recognized by Calvert Asset Management and the Boston College
Institute for Responsible Investment as the nation's #1 Green
Homebuilder.  Achieving this recognition differentiates KB Home in
the marketplace, especially from resale homes, which we see as our
biggest source of competition.  In addition, eight of our
divisions recently received the Environmental Protection Agency's
2008 ENERGY STAR(R) Leadership in Housing Award in recognition of
their efforts to build more energy-efficient new homes.  We intend
to expand on these accomplishments through our "My Home.  My
Earth.(TM)" initiatives and similar efforts as we pursue our goal
of becoming a leading environmentally friendly national
homebuilder."

As of May 31, 2008, the company's balance sheet showed total
assets of $4.84 billion, total liabilities of $3.57 billion, and
total stockholders' equity of $1.27 billion.

                Default on Two Las Vegas Projects

The Troubled Company Reporter related on March 17, 2008, that two
default notices were sent to Inspirada and Kyle Canyon Gateway,
two large housing projects in Las Vegas and joint ventures
involving Focus Property Group, Toll Brothers Inc., KB Home,
Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group Inc.,
and Lennar Corp., according to Reuters and Bloomberg News, citing
Focus officers, John Ritter, CEO, and Thomas DeVore, COO.  Kimball
Hill Homes, one of Toll's partners, is part of the Inspirada
development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid.

The companies involved in the projects commenced negotiations with
lenders, a loan syndicate headed by J.P. Morgan Chase & Co. and
Wachovia Corp.  The partners in default were trying to talk out
the loan terms, which were patterned on past market conditions.

                          About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                           *     *     *

The Troubled Company Reporter said on May 21, 2008, that Standard
& Poor's Ratings Services lowered its corporate credit and senior
note ratings on KB Home to 'BB' from 'BB+'.  S&P also lowered its
rating on the company's senior subordinated notes to 'B+' from
'BB-'.  The outlook remains negative.  The rating actions affect
$2.15 billion of rated notes.

The TCR on June 11, 2008, said that Moody's Investors Service
lowered all of the ratings of KB Home, including its corporate
family rating to Ba2 from Ba1, the ratings on its various issues
of senior unsecured notes to Ba2 from Ba1, and the rating on its
subordinated notes to B1 from Ba2.  At the same time, a
speculative grade liquidity rating of SGL-2 was assigned.  The
outlook remains negative.

On June 12, 2008, the TCR said that Fitch Ratings has affirmed KB
Home's Issuer Default Rating and other outstanding debt ratings as
IDR 'BB+'; Senior unsecured 'BB+'; Unsecured bank credit facility
'BB+'; and Senior subordinated debt 'BB-'.  The Rating Outlook
remains Negative.


KOOSHAREM CORP: Moody's Places Ratings on Review for Likely Cut
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Koosharem
Corporation, including its B2 corporate family rating, under
review for possible downgrade.  

The review was prompted by Moody's concern that a further
softening of the economy may place additional pressure on the
company's sales growth and earnings, particularly as many of its
corporate customers reduce the level of temporary staffing, with
evidence of weak cash flow generation compounded by ongoing
acquisition activities.

Select also has very limited cushion under the financial
maintenance covenants governing its credit facilities.  LGD
assessments are subject to change upon completion of the review.

These ratings were placed under review for possible downgrade:

  -- Corporate Family Rating at B2;
  -- Probability of Default Rating at B2;
  -- $50 million senior secured first lien revolving credit
     facility B1 (LGD3, 34%);

  -- $354 million senior secured first lien term loan B due 2014
     at B1 (LGD3, 34%);

  -- $100 million senior secured second lien term loan due 2014 at
     Caa1 (LGD5, 86%).

Moody's review will focus on Select's business outlook given the
weak conditions in the staffing industry, its ability to maintain
compliance with the financial maintenance covenants governing its
senior secured credit facilities, its liquidity position, business
activity with key customers, the benefits associated with recent
cost reduction initiatives, and the status of the Resolve
acquisition.

The review will also include an assessment of the company's
fundamentals, including its acquisition strategy in the context of
the aforementioned business environment.

Select, headquartered in Santa Barbara, California, is a
privately-held staffing services business with a network of
approximately 350 offices in over 40 states including a network of
approximately 85 franchises.  Select offers temporary, temp-to-
hire, and direct placement positions and derives most of its
revenues from the placement of light industrial and clerical
staff.  Sales were $1.3 billion for the fiscal year ended Dec. 31,
2007.


KRATON POLYMERS: Refinancing Plan Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service's ratings for Kraton Polymers LLC
(Kraton -- B2 corporate family rating) remain under review as the
company has disclosed their intent to explore refinancing options
to improve financial flexibility.  If successful such a
refinancing could improve the near term liquidity and covenant
pressures Moody's believes are associated with Kraton's current
credit facilities.

Still, any gain in flexibility comes with a cost of much higher
cash interest expense that, absent pricing efforts to improve
margins, will further depress cash flows and weaken credit
metrics.  The B2 CFR also reflects the expectation of weaker
performance going forward despite recent success garnering price
increases in many product offerings.  

Even with this success Moody's currently projects negative free
cash flow generation in both 2008 and 2009.  All ratings will
remain under review for possible downgrade until the proposed
refinancing is successfully completed.  Failure to successfully
complete the refinancing over the intermediate term could result
in multi-notch rating downgrades.

Moody's will monitor the company's efforts in improving its
financial flexibility and successfully raising prices to offset
the rapid rise in raw material costs.

This report follows the lowering of the CFR to B2 from B1 on April
2, 2008 due to poor performance and liquidity concerns.  At that
time, management disclosed that it was in receipt of funds from
its sponsor that allowed the firm to successfully cure a
prospective default in the financial covenants on its credit
facilities for the year-end 2007 compliance test.

While the willingness of the sponsors to work with management to
provide funds to cure a covenant breech was a positive for
Kraton's liquidity, the need for such a cure, reflecting weakness
in the ability to generate cash flow to meet covenants, was a key
credit concern.

Moreover, Kraton's and the industry's margins have been adversely
affected by unusually rapid and ongoing increases in raw material
prices and the historic difficulty in raising product prices in
large enough increments to offset these increases.  Moody's also
has concerns over Kraton's ability to maintain volumes in the face
of weakening consumer demand given the expected downturn in the
North American economy, which Moody's feels may be prolonged.

Continued margin weakness could cause free cash flow from
operations over the next 18 months to remain negative.  For all of
2007, Kraton's cost of goods sold per metric ton increased 9% and
only 41% of these higher costs were passed on to customers.  Unit
costs rose by 7% year-over-year for the quarter ended March 31,
2008.

Moody's recognizes the pricing improvement in the first half of
2008 year-over-year in terms of gross profit and EBITDA but feels
that there may be further pressure over the next six quarters that
will keep credit metrics weak.

Kraton, headquartered in Houston, Texas, is a global producer of
styrenic block copolymers, or SBCs, which are synthetic elastomers
used in industrial and consumer applications to impart favorable
product characteristics such as flexibility, resilience, strength,
durability and processability.

Major end uses for Kraton's products include personal care
products, packaging and films, IR Latex, adhesives, sealants,
coatings, and channeling compounds.  Kraton also makes products
that serve the paving and roofing industries.  The company
generated revenues of $1.1 billion for the 12 months ending March
31, 2008.


LENNAR CORP: Posts $120.9MM Net Loss in 2nd Qtr. Ended May 31
-------------------------------------------------------------
Lennar Corporation reported results for its second quarter ended
May 31, 2008.  Second quarter net loss in 2008 was $120.9 million,
compared to second quarter net loss of $244.2 million in 2007.

Total revenues decreased $1.7 billion, or 61%, to $1.1 billion
during the three months ended May 31, 2008, compared with
$2.9 billion for the three months ended May 31, 2007.

Stuart Miller, president and chief executive officer of Lennar
Corporation, said, "Consistent with our expectations, the housing
market has continued its downward trend throughout our second
quarter.  Foreclosures have increased while higher unemployment
and diminishing consumer confidence have defined overall economic
weakness.  As a result, the housing market has continued to
experience growth in inventory levels, which has depressed the
prices of homes and restricted the ability to sell those homes in
markets across the country."

"With the U.S. housing inventory growing in excess of absorption
and limited credit availability, the prospect of further
deterioration in the homebuilding industry will likely become
reality absent Federal government action.  To that end, we are
hopeful that the Federal government will acknowledge the need for
further reform and will institute programs designed to stabilize
and facilitate the recovery of the housing market."

"Notwithstanding the bleak operating environment, Lennar made
significant progress during our second quarter.  We reduced our
unsold completed inventory by 70% in the second quarter of 2008
from the second quarter of 2007 and by 47% from the first quarter
of 2008, and now have on average less than one completed unsold
home per community.  In addition, we continued to make significant
progress towards our goal of right-sizing our business, as
reflected by a 60% reduction in selling, general and
administrative expenses compared to a year ago.  Our divisions are
currently on track to achieve a future S,G&A annualized run rate
of 10% by the end of our fiscal year.  Moreover, given our success
with asset reduction, we have shifted our primary focus to the
execution of an efficient homebuilding model through the
repositioning of our product to meet today's consumer demand and
by aggressively reducing our construction costs."

"We are very pleased to end our second quarter with approximately
$880 million in cash and no outstanding borrowings under our
credit facility. We have also reduced our maximum joint venture
recourse debt by approximately $1 billion from its peak level in
2006, which reflects a decrease of over 50%."

Mr. Miller concluded, "We recognize that the remainder of 2008
will likely see further deterioration in overall market
conditions; however, we are confident that we remain well
positioned with a strong balance sheet and properly scaled
operations to navigate the current market downturn as a leaner and
more efficient homebuilder."

                           Homebuilding

Revenues from home sales decreased 62% in the second quarter of
2008 to $1.0 billion from $2.7 billion in 2007.  Revenues were
lower primarily due to a 58% decrease in the number of home
deliveries and an 8% decrease in the average sales price of homes
delivered in 2008.  

New home deliveries, excluding unconsolidated entities, decreased
to 3,729 homes in the second quarter of 2008 from 8,940 homes last
year.  In the second quarter of 2008, new home deliveries were
lower in each of the company's homebuilding segments and
Homebuilding Other, compared to 2007.  The average sales price of
homes delivered decreased to $274,000 in the second quarter of
2008 from $298,000 in the same period last year, due to reduced
pricing and higher sales incentives offered to homebuyers

Gross margins on home sales excluding SFAS 144 valuation
adjustments were $162.0 million, or 15.9%, in the second quarter
of 2008, compared to $364.8 million, or 13.6%, in 2007.  Gross
margin percentage on home sales, excluding SFAS 144 valuation
adjustments, improved compared to last year primarily due to the
company's lower inventory basis and continued focus on
repositioning its product and reducing construction costs.  The
largest gross margin percentage improvement was experienced in the
Company's Homebuilding East segment.

Gross margins on home sales were $88.4 million, or 8.7%, in the
second quarter of 2008, which included $73.6 million of SFAS 144
valuation adjustments, compared to gross margins on home sales of
$193.2 million, or 7.2%, in the second quarter of 2007, which
included $171.6 million of SFAS 144 valuation adjustments.  

Selling, general and administrative expenses were reduced by
$238.9 million, or 60%, in the second quarter of 2008, compared to
the same period last year, primarily due to reductions in
associate headcount and variable selling expense.  As a percentage
of revenues from home sales, selling, general and administrative
expenses increased to 15.4% in the second quarter of 2008, from
14.7% in 2007, which was due to lower revenues.

Losses on land sales totaled $5.4 million in the second quarter of
2008, which included $2.1 million of SFAS 144 valuation
adjustments and $6.6 million of write-offs of deposits and pre-
acquisition costs related to approximately 2,100 homesites under
option that the company does not intend to purchase.  In the
second quarter of 2007, losses on land sales totaled
$108.8 million, which included $69.4 million of SFAS 144 valuation
adjustments and $48.9 million of write-offs of deposits and pre-
acquisition costs related to approximately 5,400 homesites that
were under option.

Equity in loss from unconsolidated entities was $18.9 million in
the second quarter of 2008, which included $8.0 million of SFAS
144 valuation adjustments related to assets of unconsolidated
entities in which the company has investments, compared to equity
in loss from unconsolidated entities of $26.5 million in the
second quarter of 2007, which included $27.5 million of SFAS 144
valuation adjustments related to assets of unconsolidated entities
in which the company has investments.

Management fees and other expense, net, totaled $47.9 million in
the second quarter of 2008, which included $46.9 million of APB 18
valuation adjustments to the company's investments in
unconsolidated entities, compared to management fees and other
expense, net, of $12.8 million in the second quarter of 2007,
which included $11.6 million of APB 18 valuation adjustments to
the company's investments in unconsolidated entities.

Minority interest income, net was $218,000 in the second quarter
of 2008, compared to minority interest expense, net of $824,000 in
the second quarter of 2007.

                        Financial Services

Operating loss for the Financial Services segment was $3.0 million
in the second quarter of 2008, compared to operating earnings of
$14.2 million last year.  The decline in profitability was
primarily due to lower transactions in the segment's title
operations, compared to last year as a result of the overall
weakness in the housing market and $6.7 million of non-recurring
expenses in the segment's title operations.  There were
$14.4 million in write-offs of land seller notes receivables in
the second quarter of 2007, compared to no write-offs in the
second quarter of 2008.

          Corporate General and Administrative Expenses

Corporate general and administrative expenses were reduced by
$16.2 million, or 35%, in the second quarter of 2008, compared to
the same period last year.  As a percentage of total revenues,
corporate general and administrative expenses increased to 2.6% in
the second quarter of 2008, from 1.6% in 2007, due to lower
revenues.

          Results for the Six Months Ended May 31, 2008

Net loss for the six months ended May 31, 2008, was
$209.1 million, compared to net loss of $175.6 million in the six
months ended May 31, 2007.

Total revenues decreased $3.5 billion, or 61 %, to $2.2 billion
during the six months ended May 31, 2008, compared with
$5.7 billion for the six months ended May 31, 2007.

Revenues from home sales decreased 63% in the six months ended
May 31, 2008 to $2.0 billion from $5.3 billion in 2007.  Revenues
were lower primarily due to a 59% decrease in the number of home
deliveries and an 8% decrease in the average sales price of homes
delivered in 2008.

Losses on land sales totaled $31.9 million in the six months ended
May 31, 2008, which included $17.6 million of SFAS 144 valuation
adjustments and $23.4 million of write-offs of deposits and pre-
acquisition costs related to approximately 4,700 homesites under
option that the company does not intend to purchase.  In the six
months ended May 31, 2007, loss on land sales totaled
$135.3 million, which included $82.7 million of SFAS 144 valuation
adjustments and $69.9 million of write-offs of deposits and pre-
acquisition costs related to approximately 9,400 homesites that
were under option.

Operating loss for the Financial Services segment was
$12.7 million in the six months ended May 31, 2008, compared to
operating earnings of $30.1 million last year.  

                Homebuilding Debt to Total Capital

At May 31, 2008, the company had total homebuilding debt of
$2.3 billion, compared to $2.6 billion at May 31, 2007.  
Homebuilding debt to total capital (homebuilding debt plus
stockholders' equity) was $39.5% at May 31, 2008, compared to
$31.6% at May 31, 2007.

Net homebuilding debt (homebuilding debt less homebuilding cash)
was $1.4 billion at May 31, 2008, compared with $2.3 billion at
May 31, 2007.  Net homebuilding debt to total capital was 28.7% at
May 31, 2008, compared with $29.6% at May 31, 2007.

                        About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and  
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                          *     *     *

As reported in the Troubled Company Reporter on June 11, 2008,
Moody's Investors Service lowered all of the ratings of Lennar
Corporation, including its corporate family rating to Ba3 from Ba1
and the ratings on its various issues of senior unsecured notes to
Ba3 from Ba1.  At the same time, a speculative grade liquidity
rating of SGL-2 was assigned.  The ratings outlook remains
negative.


LIBERTY TAX II: March 31 Balance Sheet Upside-Down by $14,342,580
-----------------------------------------------------------------
Liberty Tax Credit Plus II L.P.'s consolidated balance sheet at
March 31, 2008, showed $24,772,187 in total assets, $39,122,861 in
total liabilities, and $8,094 in minority interests, resulting in
a $14,342,580 total partners' deficit.

The Partnership reported a net loss of $4,953,749 on total
revenues of $6,429,598 for the year ended March 31, 2008, compared
with a net loss of $5,841,070 on total revenues of $6,529,912 for
the year ended March 31, 2007.

Rental income decreased $44,781, or approximately l7%, to
$6,100,478 for the 2007 fiscal year as compared to the 2006 fiscal
year, primarily due to a decrease in occupancy at one Local
Partnership affected by two fires in 2006, partially offset by a
decrease in vacancies and increase in rental rates at a second
Local Partnership.

Other income decreased approximately $55,533 for the 2007 fiscal
year as compared to the 2006 fiscal year, primarily due to a
decrease in interest income earned on sales proceeds being
invested at the Partnership level, offset by an increase in
interest earned on the replacement reserve account at one Local
Partnership and an increase in tenants' charges at a second Local
Partnership.

Total expenses were $9,561,730 for the 2007 fiscal year as
compared to $9,343,960 in the 2006 fiscal year.

Total loss from discontinued operations [including (loss) gain on
sale of properties and minority interest] was $1,821,617 for the
2007 fiscal year, as compared to $3,027,022 for the 2006 fiscal
year.

                 Liquidity and Capital Resources

The Partnership's capital was originally invested in twenty-seven
Local Partnerships.  During the fiscal year ended March 31, 2008,
the property and the related assets and liabilities of one Local
Partnership and the limited partnership interest in two Local
Partnerships were sold.  Through the year ended March 31, 2008,
the properties and the related assets and liabilities of fourteen
Local Partnerships and the limited partnership interest in eight
Local Partnerships were sold.  In addition, as of March 31, 2008,
one Local Partnership has entered into an agreement to sell its
property and the related assets and liabilities, which was
subsequently sold.

Full-text copies of the Partnership's consolidated financial
statements for the year ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2ed6

                 About Liberty Tax Credit Plus II

Based in New York, Liberty Tax Credit Plus II L.P. invests in
other limited partnerships owning leveraged low-income multifamily
residential complexes that are eligible for the low-income housing
tax credit  enacted in the Tax Reform Act of 1986, and to a lesser
extent in Local Partnerships owning properties that are eligible
for the historic rehabilitation tax credit.  

The general partners of the Partnership are Related Credit
Properties II L.P., a Delaware limited partnership, Liberty
Associates II L.P., a Delaware limited partnership, and Liberty GP
II Inc., a Delaware corporation.

The general partner of Related Credit Properties II L.P. is
Related Credit Properties II Inc., a Delaware corporation.  The
general partners of Liberty Associates II L.P. are Related Credit
Properties II Inc., and Liberty GP II Inc.  Liberty Associates II
L.P. is also the special limited partner of the Partnership.  The
ultimate parent of the general partners of the Partnership is
Centerline Holding Company.


LODGENET INTERACTIVE: LaGrange Capital Discloses 8% Equity Stake
----------------------------------------------------------------
LaGrange Capital Partners, L.P. directly holds 1,785,368 shares of
Lodgenet Internactive Corp. Common Stock, or 8.0% of the class of
shares.  LaGrange Capital Partners Offshore Fund, Ltd. directly  
holds 522,535 shares of Common Stock, or 2.3% of the class of
shares.  

LaGrange  Administration, L.L.C., does not hold any shares of
Common Stock directly, but by virtue of its control relationship
with LaGrange Capital Partners, L.P. and LaGrange Capital Partners
Offshore Fund, Ltd. is deemed to indirectly hold 2,307,903 shares
of Common Stock, or 10.4% of the class of shares.

Frank LaGrange Johnson directly holds 1,000 shares of Common Stock
in an IRA account, but by virtue of his role as sole member of
LaGrange Capital Administration, L.L.C., he indirectly holds
2,307,903 shares of Common Stock, for a total holding of 2,308,903
shares, or 10.4% of the class of shares.

Based in Sioux Falls, South Dakota, LodgeNet Interactive Corp.
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides media and  
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.  
LodgeNet Interactive serves more than 1.9 million hotel rooms
representing 9,900 hotel properties worldwide in addition to
healthcare facilities throughout the United States.  

The company's services include: Interactive Television Solutions,
Broadband Internet Solutions, Content Solutions, Professional
Solutions and Advertising Media Solutions.  LodgeNet Interactive
Corporation owns and operates businesses under the industry
leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks.

LodgeNet Interactive Corp.'s consolidated balance sheet at
March 31, 2008, showed $675.5 million in total assets and
$759.1 million in total liabilities, resulting in a $83.6 million
total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on June 17, 2008,
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on LodgeNet Interactive Corp.
(formerly LodgeNet Entertainment Corp.) on CreditWatch with
negative implications.


MBIA INC: Says it Has Sufficient Cash, Eligible Collateral on Hand
------------------------------------------------------------------
On June 20, 2008, MBIA Inc. +reported that as a result of Moody's
downgrade of MBIA Insurance Corporation's insurance financial
strength rating from Aaa to A2 it expected that it would be
required to post additional eligible collateral and fund potential
termination payments under its outstanding Guaranteed Investment
Contracts.

The company disclosed yesterday that following a portfolio
rebalancing within its Asset/Liability Management business, which
included sales of approximately $4 billion of investment assets
during the second quarter, it has sufficient eligible collateral
and cash to satisfy these additional requirements.  

As a result of these activities, the company's entire remaining
GIC portfolio will be fully collateralized, to the extent all GIC
holders exercise their right to collateralization.  While MBIA
continues to buy and sell municipal securities in the ordinary
course of managing its insurance investment portfolio, the
repositioning activity in the ALM portfolio did not include the
sale of municipal securities.

Contrary to recent statements in the media, MBIA is not in a
'tenuous situation', C. Edward Chuck Chaplin, chief financial
officer said.  Our ability to quickly reposition the assets
underlying our ALM business in a difficult market demonstrates the
high quality and liquidity of the portfolio.  The holders of our
insurance policies, GICs, medium-term notes and other debt
instruments can rest assured that MBIA will meet its obligations
to them as it always has -- on time and in full.

MBIA's ALM portfolio liabilities declined from $25.1 billion at
March 31, 2008 to $24.1 billion at June 27, 2008 through normal
amortization of the portfolio.  The $24.1 billion balance at June
27 consists of $15.8 billion in GICs, $7.3 billion in medium-term
notes issued by MBIA Global Funding, LLC, and $1.0 billion in
fixed term collateralized repurchase agreements.  Of the
$15.8 billion in currently outstanding GICs, $8.3 billion were
collateralized prior to Moody's downgrade of MBIA Insurance
Corporation to A2.

As a result of the downgrade, of the remaining $7.5 billion in
previously uncollateralized GICs, $3.9 billion are now being
collateralized and $3.6 billion are now being terminated, assuming
in each case that the holders exercise their rights to
collateralization or termination.  

The amounts subject to collateralization and termination,
respectively, differ from the amounts disclosed on page 22 of the
company's 2008 First Quarter Financial Results Conference Call
Presentation and the company's June 20, 2008 press release due to
a combination of portfolio amortization and the company's election
to exercise its option to terminate $700 million in GICs in lieu
of posting collateral.

The $7.3 billion in outstanding MTNs issued by MBIA Global
Funding, LLC do not require collateral posting and are not subject
to termination upon any downgrades.  The MTNs mature over 34 years
and have an average life of approximately 5.3 years.

As a result of the sale of approximately $4 billion in investment
assets from the ALM portfolio during the second quarter, MBIA
estimates that it will record pre-tax net realized losses on its
second quarter income statement of approximately $300 million.  
The sale of assets is not expected to have a material impact on
shareholders' equity since the amount of unrealized losses on its
balance sheet that the Company previously recorded with respect to
the assets that were sold did not differ substantially from the
actual prices at which the assets were sold.

In addition to having ample liquidity in its ALM business, MBIA
also continues to hold approximately $1.4 billion in cash at the
holding company level.

                           About MBIA Inc.

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.                 


MERRILL CORP: S&P's Cuts Credit Rating to B with Neg. Implications
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Merrill Corp. and its issue-level ratings on Merrill
Communications LLC, and placed these ratings on CreditWatch with
negative implications.  The corporate credit rating was lowered to
'B' from 'B+'.

"The downgrade and CreditWatch listing reflect EBITDA declines
over the past year, resulting in a thin cushion under the
company's bank covenants and could potentially lead to a covenant
violation," Michael Listner, S&P's credit analyst said.

The company's credit agreement stipulates a leverage covenant of
5.75x for the quarter ended April 2008, which steps down to 5.50x
for the quarter ending July 2008 and to 5.25x for the quarter
ending January 2009, with subsequent reductions thereafter.  In
addition, the company faces limited cushion in its 2.00x interest
coverage covenant.

EBITDA growth is required over the next few quarters in order to
avoid a covenant violation.  Given Merrill's exposure to the
financial printing segment, the company will need to achieve
significant EBITDA growth in its Legal Solutions and DataSite
segments and other businesses to avoid violating its leverage
covenant over the near term.

In resolving the CreditWatch listing, S&P's will consider the
near-term operating prospects for the company, including:
Restructuring actions that Merrill is taking across the
organization, particularly in its Legal Solutions business, which
has experienced integration difficulties related to the company's
2006 acquisition of WordWave; Near- to intermediate-term growth
expectations in the company's DataSite business in light of tight
credit markets; and Merrill's exposure to the real estate industry
in its Marketing and Communications Solutions division.


MFS INVESTMENT: To Restructure Auction-Rate Preferred Shares
------------------------------------------------------------
MFS Investment Management intends to restructure, subject to
market conditions, up to 20% of the leverage used by MFS
California Insured Municipal Fund (AMEX: CCA); MFS Investment
Grade Municipal Trust (NYSE: CXH); MFS Municipal Income Trust
(NYSE: MFM); MFS High Income Municipal Trust (NYSE: CXE); and MFS
High Yield Municipal Trust (NYSE: CMU).
   
MFS understands the uncertainty that closed-end fund shareholders
have faced this year.  This proposed restructuring represents a
step toward restoring liquidity for the funds' auction rate
preferred shares in a manner consistent with the best interests of
the funds' common and preferred shareholders.
   
Subject to satisfying certain notice and regulatory requirements
and closing conditions, the new financing, which has been approved
by the Funds' board of trustees, will be provided through the
creation by the Funds of tender options bonds.

In creating a TOB, a Fund will transfer a highly rated bond from
its portfolio to a special purpose trust that will issue two
classes of securities:

   a) floating rate certificates, which will pay an interest rate
      that will be reset weekly; and

   b) residual interest bonds, which will pay an interest rate
      based on the difference between the interest rate earned on
      the underlying bonds and the interest rate paid on the
      floating rate certificates, after TOB program expenses.

The Fund will hold the residual interest bonds and use the
proceeds from the sale of the floating rate certificates to redeem
a portion of its outstanding auction preferred shares.

MFS has experience in creating TOBs and has invested in TOB
residuals on behalf of other funds that it manages since 1991.
   
The TOB structure is less permanent than APS since TOBs may be
unwound upon the occurrence of certain events as a failed
remarketing of the TOB securities, a bankruptcy of the issuer of
the underlying security or if the bonds are insured, the
bankruptcy of the issuer and the bankruptcy of the insurer, well
as certain other credit events.

There is no certainty that TOB financing will be available in the
future.  TOBs have been reasonably steady in recent markets but
there is no certainty that they will be profitable in future
interest rate environments.  Due to the requirements of the TOB
structure, a fund that utilizes TOBs may hold more concentrated
positions in individual securities, leading to increased impact on
fund performance if such securities experience a ratings
downgrade.
   
In these market conditions, including the fact that the dividend
rate payable on the APS is determined by reference to the maximum
applicable dividend rate, the total cost of financing through TOBs
is expected to be lower than the total cost of financing through
APS.

Various limitations on the Funds' ability to hold bonds suitable
for use in the creation of TOBs, along with certain other
considerations, permit only a portion of the Funds' APS to be
redeemed at this time.

Although MFS continues to seek other sources of liquidity for the
remaining APS, it is not certain when, or if, the Funds' remaining
APS will be redeemed.  Under different market conditions, the cost
of financing through TOBs may become disadvantageous (and may
become more expensive than financing through APS); in that
circumstance, the board of trustees will evaluate alternatives
that it considers to be in the best interests of the Funds'
shareholders.
    
The record holder of the APS for each Fund is Cede & Co., as the
nominee of the Depository Trust Company.  DTC will allocate
partial redemptions among participating broker-dealer accounts.
Each broker-dealer is then responsible for allocating the partial
redemptions among its investors.  Allocation procedures among
different broker-dealers may vary, and MFS has no control over the
allocation process of DTC or the broker-dealers.

The Financial Industry Regulatory Authority recently issued
Regulatory Notice 08-21, reminding members of its organization,
which include registered broker-dealers, that they are obligated
to follow procedures that are designed to treat their customers
fairly and impartially.

However, certain APS holders may have a higher percentage of their
APS redeemed than others and some APS holders may not have any
shares redeemed.
    
MFS continues to participate in industry-wide efforts to
restructure APS in a way to make them eligible for purchase by
money market funds.  MFS expects that it will provide more
specific information on the partial refinancing of the Funds' APS
through the use of TOBs, including details on scheduled
redemptions, within the next 30 to 60 days.

                  About MFS Investment Management
    
MFS Investment Management manages $184 billion in assets on behalf
of more than 5 million individual and institutional investors
worldwide as of March 31, 2008.  The company traces its origins to
1924 and the creation of America's first mutual fund.


MOBILE MINI: Merger Cues Moody's to Cut Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Mobile Mini, Inc.'s corporate
family rating to B1 from Ba3 and its senior unsecured rating to B2
from B1.  This rating action follows the closing of Mobile Mini's
merger with Mobile Storage Group, Inc. and concludes Moody's
review of the ratings of both companies.  The rating outlook is
stable.

On June 26, 2008, Mobile Mini received shareholders approval to
merge with Mobile Services, forming the largest modular storage
company in the United States with an estimated 25% market share.

The transaction, valued at $716 million, included Mobile Mini's
assumption of Mobile Storage indebtedness and cash payments
totaling $562 million and issuance of 8.55 million shares of
Mobile Mini preferred stock with a liquidation preference of
$154 million.  In connection with the transaction, Mobile Mini
obtained a new $900 million five-year secured credit facility,
with about $605 million funded at closing.

The rating downgrade reflects a significant increase in Mobile
Mini's leverage that results from the transaction, as well as
declining interest coverage and higher goodwill and intangible
assets.  Moody's estimates debt to EBITDA will increase to 4.9x
from a 2007 year-end measure of 2.9x, interest coverage to
decrease to 2.3x from 3.9x, and debt to tangible net worth to
increase to 6.7x from 1x.

The rating also conveys a degree of earnings uncertainty that will
accompany Mobile Mini's efforts to integrate the Mobile Storage
operations and realize cost savings amidst weakening macro-
economic fundamentals.  Mobile Mini is exposed to a number of
cyclical businesses, including construction and retail.

Moody's recognizes that Mobile Mini has prudently managed its
leverage profile over the past several years and believes that
management is dedicated to reducing leverage to a range of 3x to
3.5x.  Cash flow from the firm's leasing operations could provide
the means to reduce leverage to these levels within two years,
according to Moody's estimates.

The rating also incorporates the benefits of increased scale and
expanded locations afforded by Mobile Mini's combination with
Mobile Storage.  Mobile Mini is expected to close all redundant
operational facilities and realize potential cost savings of
$25 million annually; the company estimates that first year merger
integration expenses will total about $20 million.

Subsequent to closing, Mobile Mini should be able to manage
capital expenditures to reasonable levels, given the incremental
capacity provided by the Mobile Storage units in overlapping
markets and the opportunity to redeploy idle units to new
locations.

These ratings were affected:

Mobile Mini, Inc.:

  -- Corporate Family: to B1 from Ba3
  -- Senior Unsecured: to B2 from B1

Mobile Services Group, Inc. / Mobile Storage Group, Inc.:

  -- Senior Unsecured: to B2 from B3

Mobile Mini, Inc., headquartered in Tempe, Arizona, reported
approximately $1 billion in total assets as of March 31, 2008.


MORTGAGE LENDERS: Trustee Balks at $17MM Money Market Investment
----------------------------------------------------------------
Roberta A. DeAngelis, acting U.S. Trustee for Region 3, objected
to Mortgage Lenders Network USA Inc. motion to: (i) authorize the
investment of its $17 million cash; and (ii) authorize a limited
waiver of deposit and investment requirements under Section 345(b)
of the Bankruptcy Code.

Ms. DeAngelis related to the U.S. Bankruptcy Court for the
District of Delaware that Mortgage Lenders sought a waiver of the
provisions of Section 345(b) of the Bankruptcy Code, governing
the deposit and investment of bankruptcy estate funds.  

She said that the Debtor proposed to deposit up to $17 million of
estate funds into Columbia Treasury Reserves, a money market
mutual fund that invests "at least" 80% of its net assets in
United States Treasury obligations, and repurchase agreements
secured by the Treasury obligations.  

She noted that the request posits that CRT is rated AAA by Moody's
and Standard & Poor's, and has a rate of return "higher than the
typical rate of return on a savings account."

Despite the possibility of earning greater returns on estate
assets, MLN acknowledged that funds on deposit in CRT are (i) not
insured or guaranteed by the United States or any department,
including the Federal Deposit Insurance Corporation, and (ii) not
backed by the full faith and credit or the United States,
Ms. DeAngelis pointed out.  

She added MLN is silent regarding the nature of CRT's investments
that are not United States Treasury obligations or repurchase
agreements secured by those obligations.  Thus, she said, much as
20% of the estate's funds would be exposed to unknown market
forces and unknown risks, with no government backing.

Simply stated, the Debtor sought to trade the security of estate
funds for a potentially increased return on those funds,
Ms. DeAngelis told Judge Peter J. Walsh.  She affirmed that it is
not clear that a potentially higher rate of return on estate funds
would constitute "cause" for relief from the investment and
deposit requirements set forth in Section 345(b).

Ms. DeAngelis argued that the Motion does not suggest that the
Debtor has sufficient funds that it -- and the creditors and
shareholders for whom it serve as fiduciaries -- can afford any
risk of loss of estate funds.  She insisted that the Debtor is in
Chapter 11 bankruptcy precisely because its funds and liquidity
are limited, and because it cannot afford losses.

Moreover, Ms. DeAngelis further contended that, among other
things, MLN does not (i) describe the safeguards, if any,
implemented by the Debtor to monitor the safety of CRT, and to
ensure the safety of estate funds, or (ii) suggest that the
estate will suffer any detriment by complying with the investment
and deposit requirements set forth in Section 345(b), except
perhaps loss of an opportunity to reap higher returns by
undertaking greater risks.

                About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a  
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.  
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization until Aug. 6.  The Court has yet to approve
the motion.

(Mortgage Lenders Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MORTGAGE LENDERS: Court Extends Plan Filing Deadline to Aug. 6
--------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware extended Mortgage Lenders Network USA Inc.'s
exclusive periods to file and solicit acceptances of a Chapter 11
plan:

   (a) The exclusive plan filing period is extended through
       Aug. 6, 2008; and

   (b) The exclusive solicitation period is extended through
       Oct. 6, 2008.

The Debtor filed its Chapter 11 Plan of Liquidation and
Disclosure Statement on March 12, 2008.  Prior to that filing,
the Debtor gave the draft of the Plan to the Official Committee of
Unsecured Creditors, which provided conceptual comments and
expressed an interest in commencing discussions toward developing
a consensual plan.

The Debtor scheduled an April 23 hearing on the adequacy of the
information in the disclosure statement, a requisite for the
solicitation of votes and confirmation on the Plan.  However, the
Disclosure Statement Hearing has been adjourned to a date yet to
be determined.

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a  
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.  
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization until Aug. 6.  The Court has yet to approve
the motion.

(Mortgage Lenders Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MOSAIC COMPANY: Moody's to Review Ratings for Possible Hike
-----------------------------------------------------------
Moody's decision to place The Mosaic Company's ratings under
review for a possible upgrade reflects both the enhanced strength
of Mosaic's cash flow, caused by extremely robust conditions in
Mosaic's fertilizer markets, along with management's ability to
realize its often stated public goal of materially reducing debt
such that they attain investment grade credit metrics.

Indeed, as the fertilizer industry approaches peak cyclical
conditions in terms of pricing, Mosaic's current credit metrics
have, and will likely for the intermediate term, exceed levels
that support a Baa investment grade rating.  Mosaic's LGD
assesments and point estimates are not under review but are
subject to change or withdrawal at the conclusion of the review

Since its formation Mosaic management has indicated many times in
public forums, including its most recent annual report, its goal
of reducing debt and moving toward investment grade status.  
Concrete steps in this goal were made over the last 24 months.

>From May 1, 2007 to Dec. 31, 2007, Mosaic paid approximately
$1.0 billion in long-term debt which included $776.0 million of
repayment of long-term debt during the fiscal year ending May 31,
2008.  At the end of February 2008 balance sheet debt totaled
$1.6 billion down from $2.4 billion at the end of May 2007.

Mosaic's robust cash flows generated from their ongoing business
enabled them to follow through on their verbal pledges to not only
pay down their long-term debt but also add to cash balances which
total $1.1 billion at the end of February 2008.

Moody's views these payments of long-term debt to have completed
Mosaic's plan to reduce outstanding borrowings, strengthen its
balance sheet, and continue on a path to improving credit metrics
to levels that strongly support consideration of investment grade
credit ratings.

Moody's review of Mosaic will focus on the sustainability of
improved margins and debt protection measures as well as the
likely capital structures expected to be maintained in what will
continue to be a cyclical business.  In addition, the review will
also consider both the ongoing material weakness in reporting and
the secured nature of its bank credit facility, which can act as
limiting factors in assessing the level of an investment grade
rating.

On Review for Possible Upgrade:

Issuer: Mosaic Company (The)

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Ba1

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba1

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Baa2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Ba1

Issuer: Mosaic Global Holdings Inc.

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Ba2

Outlook Actions:

Issuer: Mosaic Company (The)

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Mosaic Global Holdings Inc.

  -- Outlook, Changed To Rating Under Review From Stable

The Mosaic Company, headquartered in Plymouth, Minnesota, is a
leading global producer of phosphate and potash fertilizers and
animal feed ingredients.  Mosaic generated annual revenues of
about $8.0 billion for the LTM period ending Feb. 29, 2008.


NEWSDAY LLC: S&P's Assigns BB+ Rating to Planned $650MM Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Newsday LLC's proposed $650 million senior
secured fixed-rate loan due 2013.  Newsday LLC, 97% owned by
Bethpage, N.Y.-based cable operator Cablevision Systems Corp.
(BB/Negative/--), was created to facilitate the tax-efficient
purchase of Newsday by Cablevision from Tribune Co.

The issue-level rating on the Newsday loan is 'BB+', with a
recovery rating of '2', indicating that lenders can expect
substantial (70%-90%) recovery in the event of a payment default.  
The senior secured fixed-rate loan will be guaranteed by all
subsidiaries of Newsday and, on a senior unsecured basis, by CSC
Holdings Inc.

The ratings are based on preliminary terms and conditions and are
subject to review of final documentation.  S&P's also affirmed all
ratings on Cablevision and its subsidiaries.  The outlook is
negative.  Cablevision had about $11.6 billion of reported
consolidated debt as of March 31, 2008.

"The Newsday acquisition is the second recent material purchase by
Cablevision, which just closed on the purchase of Sundance
Channel," Richard Siderman, S&P's credit analyst said.  "We had
earlier noted that the roughly $1 billion of total debt incurred
to finance the two transactions would not materially affect the
company's overall financial metrics."


OCTANS CDO: S&P Junks Ratings on 17 Classes of Notes
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes of notes from two collateralized debt obligation
transactions, Octans CDO I Ltd. and PASA Funding 2007 Ltd.,
following the liquidation of their portfolio collateral.

Octans CDO I Ltd. is a hybrid CDO backed predominantly by
mezzanine residential mortgage-backed securities, and PASA Funding
2007 Ltd. is a cash flow CDO backed predominantly by high-grade
RMBS securities.  The two deals had previously experienced events
of default, and the controlling noteholders subsequently voted to
accelerate the maturity of the notes and liquidate the collateral
assets.

The rating actions follow notice from the trustees, one for each
deal, that the liquidations of the portfolio assets are complete
and that the available proceeds have been distributed to the
noteholders.  The trustees for both of the transactions have
indicated that the proceeds of the liquidations were insufficient
to pay down the balances of any of the notes in full.

                          RATING ACTIONS

                                            Rating
                                            ------
    Transaction                Class       To    From
    PASA Funding 2007 Ltd.     A-1A        D     CCC/Watch Neg
    PASA Funding 2007 Ltd.     A-1B        D     CCC/Watch Neg
    PASA Funding 2007 Ltd.     A-2         D     CC
    PASA Funding 2007 Ltd.     B           D     CC
    PASA Funding 2007 Ltd.     C           D     CC
    PASA Funding 2007 Ltd.     D           D     CC
    PASA Funding 2007 Ltd.     X           D     CC
    PASA Funding 2007 Ltd.     CP          D     CCC
    Octans CDO I Ltd.          UnfundedSup D     BB/Watch Neg
    Octans CDO I Ltd.          A-2A        D     CCC-/Watch Neg
    Octans CDO I Ltd.          A-2B        D     CCC-/Watch Neg
    Octans CDO I Ltd.          B           D     CCC-/Watch Neg
    Octans CDO I Ltd.          C           D     CCC-/Watch Neg
    Octans CDO I Ltd.          D           D     CC
    Octans CDO I Ltd.          E           D     CC
    Octans CDO I Ltd.          F           D     CC
    Octans CDO I Ltd.          G           D     CC


OLSSON'S BOOKS: Wants to Voluntarily File for Chapter 11 in Md.
---------------------------------------------------------------
Olsson's Books intends to convert an involuntary chapter 7
petition filed by its creditors to a chapter 11 reorganization
proceeding, Anita Huslin of the Washington Post reports, citing
founder John Olsson.

Richard H. Gins, Esq., counsel to the company, said that creditors
are pressuring Olsson's by increasing overhead costs, the Post
says.  Mr. Gins said that at least one Olsson's store will be
closed and the fate of the other five properties will be
evaluated, the Post relates.

Mr. Olsson said that "[t]he book business is getting a little
soft" driving the company's music sales down to 15% from 50%, the
Post says.  He defined the scenario of losing a lot of revenue,
rising rents and real estate taxes as "a killer," the Post notes.

On June 27, 2008, Friday, the company's store at Penn Quarter,
which has been around for 15 years was closed, the Post relates.  
Mr. Olsson said that a noodle shop, Wagamama, will occupy that
closed store's space, the Post reports.

                       Involuntary Chapter 7

A week ago, Olsson's largest publishers, Random House, Penguin
Group, and Hachette Book Group filed involuntary chapter 7
petition against the company with the U.S. Bankruptcy Court for
the District of Maryland, Greenbelt Division, the Post says.

Mr. Gins said that Sony and Ingram Books assert claims against the
company's book and music inventories, the Post adds.

According to court documents, Olsson's owe publishers about
$386,541, the Post relates.

                        About Olsson's Books

Olsson's Books -- http://www.olssons.com/-- operates Washington  
DC's oldest independent book and music stores.  It was founded by
John Olsson, who started selling books and records in the District
50.  The company is threatened by big-box competition and Internet
sales.


PASA FUNDING: S&P's Junks Ratings on 17 Classes of Notes
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes of notes from two collateralized debt obligation
transactions, Octans CDO I Ltd. and PASA Funding 2007 Ltd.,
following the liquidation of their portfolio collateral.

Octans CDO I Ltd. is a hybrid CDO backed predominantly by
mezzanine residential mortgage-backed securities, and PASA Funding
2007 Ltd. is a cash flow CDO backed predominantly by high-grade
RMBS securities.  The two deals had previously experienced events
of default, and the controlling noteholders subsequently voted to
accelerate the maturity of the notes and liquidate the collateral
assets.

The rating actions follow notice from the trustees, one for each
deal, that the liquidations of the portfolio assets are complete
and that the available proceeds have been distributed to the
noteholders.  The trustees for both of the transactions have
indicated that the proceeds of the liquidations were insufficient
to pay down the balances of any of the notes in full.

                          RATING ACTIONS

                                            Rating
                                            ------
    Transaction                Class       To    From
    PASA Funding 2007 Ltd.     A-1A        D     CCC/Watch Neg
    PASA Funding 2007 Ltd.     A-1B        D     CCC/Watch Neg
    PASA Funding 2007 Ltd.     A-2         D     CC
    PASA Funding 2007 Ltd.     B           D     CC
    PASA Funding 2007 Ltd.     C           D     CC
    PASA Funding 2007 Ltd.     D           D     CC
    PASA Funding 2007 Ltd.     X           D     CC
    PASA Funding 2007 Ltd.     CP          D     CCC
    Octans CDO I Ltd.          UnfundedSup D     BB/Watch Neg
    Octans CDO I Ltd.          A-2A        D     CCC-/Watch Neg
    Octans CDO I Ltd.          A-2B        D     CCC-/Watch Neg
    Octans CDO I Ltd.          B           D     CCC-/Watch Neg
    Octans CDO I Ltd.          C           D     CCC-/Watch Neg
    Octans CDO I Ltd.          D           D     CC
    Octans CDO I Ltd.          E           D     CC
    Octans CDO I Ltd.          F           D     CC
    Octans CDO I Ltd.          G           D     CC


PATHMAN PAINT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pathman Paint Corporation
        254 N. Northwest Highway
        Palatine, IL 60067

Banrkuptcy Case No.: 08-16247

Related Information: Steven M. Pathman, president, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: June 24, 2008

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Joseph E Cohen, Esq.
                  (jcohenattorney@aol.com)
                  Cohen & Krol
                  105 West Madison Suite 1100
                  Chicago, IL 60602
                  Tel: (312) 368-0300

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

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

A copy of the Debtor's petition with a list of unsecured creditors
is available for free at http://bankrupt.com/misc/ilnb08-16247.pdf


PENTON BUSINESS: S&P's Affirms B Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on Penton
Business Media Holdings Inc., including the 'B' corporate credit
rating, and related entities, and removed them from CreditWatch,
where they were placed with negative implications April 24, 2008.

The rating outlook is negative.  S&P's analyzes Penton Business
Media Holdings on a consolidated basis with Penton Business Media
Inc. and Penton Media Inc.

"The affirmation and CreditWatch removal follow the company
becoming current with its filing of financial statements," Tulip
Lim, Standard & Poor's credit analyst explained.

New York City-based Penton Business Media Holdings Inc. is the
largest independent, and third-largest overall, business-to-
business media company in the U.S.  The 'B' rating is based on
S&P's expectation of cyclical operating performance, mature growth
prospects for many of the company's end markets, and high
leverage.  These factors are only partially offset by the
company's good competitive positions in the complementary trade
publishing and exhibition industries, and its diverse customer
base.

For the first quarter, revenue increased 11% because of the merger
of Penton and Prism, which was completed in February 2007.  Pro
forma for the merger, revenue declined 4%, primarily because of
weak advertising demand in the company's publishing segment.  
EBITDA increased 33% in the quarter, mainly because of the merger,
the realization of merger-related synergies, and cost-containment
efforts.

S&P's expects that the company will continue to be negatively
affected by the weak U.S. economy and believe that cost
containment can only partially offset this for a limited time.  
The company's lease-adjusted EBITDA was very high, at 8.5x as of
March 31, 2008.  In March 2007, the company's sponsors
unsuccessfully attempted to issue debt at a super-holding company
level to fund a special dividend.  S&P's expects that the
company's financial policies will remain aggressive and debt
levels will remain high.

EBITDA coverage of interest expense for the 12 months ended March
31, 2008 was very low, at 1.6x. Penton was generating some
positive discretionary cash flow for the period, and we expect the
company to continue to generate modest positive discretionary cash
flow barring further negative economic effects.


PHOENIX FOOTWEAR: Mayer Hoffman Replaces Accountant Grant Thornton
------------------------------------------------------------------
The Audit Committee of the Board of Directors of Phoenix Footwear
Group, Inc. notified Grant Thornton LLP that it had been dismissed
as the company's independent registered public accounting firm.  
The Audit Committee of the company's Board of Directors determined
to engage the accounting firm of Mayer Hoffman McCann P.C.,
effective immediately, as the company's independent registered
public accounting firm.

The reports of Grant Thornton on the company's financial
statements as of and for the fiscal years ended Dec. 29, 2007, and
Dec. 30, 2006 contained an explanatory paragraph indicating that
there was substantial doubt as to the company's ability to
continue as a going concern and that the company adopted Statement
of Financial Accounting Standards No. 123 (revised 2004), "Share
Based Payment," using the modified prospective method on January
1, 2006 and also adopted the provisions of Financial Accounting
Standard Board Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes" on January 1, 2007.

During the fiscal years ended Dec. 29, 2007 and Dec. 30, 2006, and
through June 18, 2008 the company had no disagreement with Grant
Thornton on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of Grant
Thornton, would have caused them to make reference thereto in
their report on the company's financial statements for such years.

During the fiscal years ended December 29, 2007 and December 30,
2006 and through June 18, 2008, none of the events described in
Item 304(a)(1)(v) of Regulation S-K occurred, except that, as
previously disclosed in Item 9A of the Company's Annual Report on
Form 10-K for the year ended December 30, 2006 and in Item 4 of
the Company's Quarterly Reports on Form 10-Q for the quarters
ended April 1, 2006, July 1, 2006 and September 30, 2006, the
Company stated that a material weakness existed in its internal
control over financial reporting due to inadequate resources in
its accounting and financial reporting group. This was a condition
that existed as of December 31, 2005 and initially disclosed in
the Company's Annual Report on Form 10-K for that period. Grant
Thornton reported this material weakness following the conclusion
of their audit of the Company's consolidated financial statements
as of and for the year ended December 31, 2005. The Company's
management believes that the material weakness arose as a result
of the significant acquisitions it completed in 2004 and 2005.
Subsequently, in Item 9 of the Company's Annual Report on Form 10-
K for the year ended December 30, 2006, the Company concluded that
its ongoing remediation efforts resulted in control enhancements
which operated for an adequate period of time to demonstrate
operating effectiveness such that the material weakness no longer
existed.

The Company has authorized Grant Thornton to respond fully to the
inquiries of the successor independent registered public
accounting firm concerning the aforementioned material weakness.

Grant Thornton was provided a copy of the above disclosures and
was requested to furnish a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the
above statements. A letter from Grant Thornton is attached hereto
as Exhibit 16.

                     About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc. (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,     
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
company's moderate-to-premium priced brands and licenses include
the Tommy Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R),
H.S. Trask(R), and Altama(R) footwear lines, Chambers Belts(R)and
Wrangler(R).

                       Going Concern Doubt

As reported in Troubled company's Reporter on April 29, 2008,
Grant Thornton LLP, in Irvine, California, expressed substantial
doubt about Phoenix Footwear Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

The auditing firm reported that the company incurred a net loss
from continuing operations of $16,593,000 for the year ended
Dec. 29, 2007, and the company is not in compliance with financial
covenants under its current credit agreement as of Dec. 29, 2007.

The company has not requested a waiver for the respective defaults
and is in the process of replacing the existing facility with a
new lender.  If the company is not successful in refinancing the
existing facility through a new bank it will seek to refinance its
debt on new terms with its existing bank.  The company disclosed
that presently it has insufficient cash to pay its bank debt in
full.


PINE PRAIRIE: S&P Cuts Rating on $240 Million Term Loan
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Pine
Prairie Energy Center LLC's $240 million term loan B due 2013 and
$120 million revolving credit facility due 2011 to 'B' from 'B+'.

At the same time, S&P's affirmed its '3' recovery rating on this
debt.  The rating action follows S&P's annual review of PPEC's gas
storage project, which has experienced significant cost increases
and construction delays.

"As a result, we expect that outstanding debt at maturity will be
significantly higher and liquidity lower than anticipated when we
assigned the original rating over the next three years," Michael
Grande, Standard & Poor's credit analyst said.

The issues' '3' recovery rating indicates an expectation of
meaningful (50% to 70%) recovery of principal in a payment default
scenario.  The outlook is stable.

An increase in project costs since the initial rating and
construction delays will require additional revolver draws to fund
remaining capital expenditures, the purchase of base gas, and to
service debt during construction.  The construction delays have
pushed the final completion date to late 2010, reducing near-term
cash flow that will result in leverage significantly higher than
originally projected.

The downgrade specifically contemplates increased refinancing risk
when the revolver matures in 2011 and the term loan matures in
2013.  As a result of cost overruns and higher debt, on a total
debt/billion cubic feet basis, PPEC has a weaker financial profile
than its rated peers.  S&P's expect average debt service coverage
through maturity to be about 1.75x as compared with 2.9x
contemplated under the initial rating.

PPEC is indirectly owned by a joint venture between Plains All
American Pipeline L.P. (BBB-/Stable/--) and Vulcan Gas Storage
LLC.  PPEC is developing a 24 bcf three-cavern, high-
deliverability salt-dome natural gas storage facility in
Evangeline Parish, La., 50 miles north of the Henry Hub.  
Scheduled construction completion is in the fourth quarter of
2010.

The outlook on PPEC is stable, reflecting S&P's view that there is
a significant reduction in construction risk as major components
of the project are functional or are near completion, enhanced
cash flow certainty with a substantial portion of capacity under
contract, and the demonstrated commitment of the co-sponsors to
support the project with equity.

S&P's could lower the rating if further delays adversely affect
existing customer contracts and the project's ability to generate
cash flow, or if potential cost increases exhaust the project's
remaining liquidity and the co-sponsors do not provide equity
support.  A positive outlook is unlikely in the near term, until
such time as the project begins operating and can operate
efficiently.


PJM ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: PJM Enterprises of Marion, Inc.
        15460 Moellers Road
        Marion, IL 62959
        Tel: (618) 996-2727

Bankruptcy Case No.: 08-40976

Type of Business: The Debtor is a consortium of businesses that
                  include a real-estate investment group,
                  manufacturing and fabrication shop, residential
                  and commercial construction companies, a retail
                  automotive performance shop, an ARCA racecar and
                  educational ventures.  See
                  http://www.pjment.biz/

Chapter 11 Petition Date: June 26, 2008

Court: Southern District of Illinois (Benton)

Debtor's Counsel: Darrell W. Dunham, Esq.
                  Email: ddcalendar@ll.net
                  P.O. Box 803
                  1224 W. Main St., Ste. A
                  Carbondale, IL 62903
                  Tel: (618) 549-9800
                  Fax: (618) 549-9805

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of PJM Enterprises Of Marion, Inc.'s list of 20 largest
unsecured creditors is available for free at:

      http://bankrupt.com/misc/ilsb08-40976.pdf


PROJECT FUNDING: S&P Junks Rating on Class II Notes
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class I, II, III, and IV notes issued by Project Funding Corp. I.  
At the same time, S&P's removed the ratings on classes III and IV
from CreditWatch with negative implications.  

Project Funding Corp. I is a project funding collateralized debt
obligation transaction collateralized by a pool of project finance
loans.  The transaction was originated in March 1998 by Credit
Suisse First Boston.  

The lowered ratings reflect factors that have negatively affected
the performance of the transaction since it was last downgraded in
December 2005.  The transaction experienced a subordination event
when one of the loans in the pool defaulted on its scheduled
principal payment and defaulted.  This caused the subsequent
write-down of the class II, III, and IV notes and the partial
write-down of the class I notes.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned continue to
reflect the credit quality of the obligors within the collateral
pool and the credit enhancement available to support the rated
notes.
    
                          RATINGS LOWERED

                      Project Funding Corp. I

                                 Rating
                                 ------
                      Class   To       From
                      I       B        BB       
                      II      CCC-     B

       RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                      Project Funding Corp. I

                                 Rating
                                 ------
                      Class   To       From
                      III     CC       CCC/Watch Neg
                      IV      CC       CCC-/Watch Neg


QUAKER FABRIC: Disclosure Statement Hearing to Continue July 11
---------------------------------------------------------------
On June 26, 2008, Quaker Fabric Corp. and Quaker Fabric
Corporation of Fall River, together with the Official Committee of
Unsecured Creditors, filed with the U.S. Bankruptcy Court for the
District of Delaware an amended joint chapter 11 plan of
liquidation and accompanying disclosure statement.

The Court commenced a hearing approving the amended disclosure
statement on June 27, 2008.  The disclosure statement hearing will
continue on July 11, 2008, at 10:00 a.m.

The proponents to the plan initially submitted a plan and
disclosure statement on May 21, 2008.  The parties asked and
obtained permission to file an amended plan to put the last
touches to the plan and resolve a few remaining issues in the
case, the Troubled Company Reporter said on May 23, 2008.

                      Treatment of Claims

Holders of allowed priority claims -- class 1 -- are unimpaired
and are not entitled to vote on the plan.  Each holder of an
allowed priority claim will receive (i) the amount of the claim,
without interest, in cash, as soon as practicable after the later
of (a) effective date, or (b) the date that is 10 business days
after the claim becomes an allowed priority claim; or (ii) other
treatment as may be agreed in writing by the holder, the Debtors,
and the Committee.

Holders of allowed secured claims -- class 2 -- are impaired and
are entitled to vote on the plan.  Each holder of an allowed
secured claim will receive either (i) cash after the effective
date or 10 business days after the claim is allowed; or (ii) other
treatment as may be agreed in writing by the holder, the Debtors,
and the Committee.

Holders of allowed unsecured claims -- class 3 -- are impaired and
are entitled to vote on the plan.  Each holder of an allowed
unsecured claim will receive pro rate share of cash distribution
from the estate assets.

On the effective date, equity interests in the Debtors will be
canceled and voided and equity holders will be not be entitled to
distribution under the plan.  Equity holders are deemed to have
rejected the plan and will not be entitled to vote.

                       Funding of the Plan

The Debtors estimate that they will have about $350,000 in cash
and a book value of $4.3 million in uncollected accounts
receivable on the effective date.  The Debtors originally
estimated to have about $452,000 in cash.  After the effective
date, each Debtor through the liquidating agent, will reduce to
cash their respective non-cash assets.  The use, sale, assignment,
transfer, abandonment or other disposition of the assets will not
require Bankruptcy Court approval unless a post-effective date
Committee timely asserts an objection that the Debtors and post-
effective date Committee are unable to resolve.

The liquidating agent will not make any distributions or payments
without the prior approval of the post-effective date Committee.  
The liquidating agent will not be required to distribute less than
$25 to any claimant unless either a request is made in writing.

A copy of the Debtors and the Committee's first amended joint
liquidating chapter 11 plan is available for free at:

              http://ResearchArchives.com/t/s?2ee3

A copy of the Debtors' amended disclosure statement, blackline
version, is available for free at:

              http://ResearchArchives.com/t/s?2ee4

A copy of the Debtors' amended disclosure statement is available
for free at:

              http://ResearchArchives.com/t/s?2ee5

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff LLP as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QUEBECOR WORLD: Gets Conversion Notices for 744,124 Pref. Shares
----------------------------------------------------------------
Quebecor World Inc. said that, on or prior to June 27, 2008, it
received notices in respect of 744,124 of its remaining 2,507,153
issued and outstanding series 5 cumulative redeemable first
preferred shares (TSX:IQW.PR.C) requesting conversion into the
company's subordinate voting shares (TSX:IQW).

In accordance with the provisions governing the series 5 preferred
shares, registered holders of such shares are entitled to convert
all or any number of their series 5 preferred shares into a number
of subordinate voting shares effective as of Sept. 1, 2008,
provided that holders gave notice of their intention to convert at
least 65 days prior to the conversion date.  The series 5
preferred shares are convertible into that number of the company's
subordinate voting shares determined by dividing C$25 together
with all accrued and unpaid dividends on the shares up to
Aug. 31, 2008, by the greater of (i) C$2 and (ii) 95% of the
weighted average trading price of the series 5 preferred shares on
the Toronto Stock Exchange during the period of 20 trading days
ending on Aug. 28, 2008.

The next conversion date on which registered holders of the series
5 preferred shares will be entitled to convert all or any number
of the shares into subordinate voting shares is Dec. 1, 2008, and
notices of conversion must be deposited with the company's
transfer agent, Computershare Investor Services Inc., on or before
Sept. 26, 2008.

                       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)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


ROOM SOURCE: Selling $10 Million Inventory at Below Market Prices
-----------------------------------------------------------------
The Room Source conducted a court-ordered bankruptcy liquidation
sale which began on June 28, 2008.  Merchandise, valued at
$10 million, were sold at below market prices and included
furniture for every room in the home.  
   
Featured items included upholstered and leather seating, bedroom
and dining sets, and accessories such as rugs, art, mirrors, table
top and silk plants.

The sale was ordered by the bankruptcy court as a result of The
Room Source's Chapter 11 filing and was disclosed by Hudson
Capital Partners LLC, a firm specializing in retail dispositions
and asset recovery, which is managing the liquidation.  
   
"For over 10 years, The Room Source has served the California
market with a diverse assortment of quality, name brand home
furnishings," Jim Schaye, president and CEO of Hudson Capital
Partners, commented.  "This sale represents a final opportunity
for consumers to enjoy remarkable prices on leading brands such as
Lane, Guildcraft, Klaussner, Viewpoint, Sealy and Broyhill."
   
After the liquidation sale, which is expected to take several
weeks, all of The Room Source locations will be closed.  The Room
Source has four locations in the Sacramento, area, well as one in
Stockton and one in Modesto.
   
                       About Room Source LLC

Headquartered in Sacramento, California, Room Source LLC aka The
RoomSource, RoomSource is a full service retailer offering famous
name brand home furnishings at moderate prices.  The company was
established in 1997, and operates six locations in California,
with four in Sacramento, one in Stockton, and one in Modesto.
Showrooms are fully vignetted with room displays, and average
between 22,000 and 60,000 square feet.

The Debtor filed for Chapter 11 protection on June 25, 2008,
(Bankr. E.D. Calif. Case No.: 08-28487) Sarah M. Stuppi, Esq. at
the Law Offices of Stuppi & Stuppi represents the Debtor in its
restructuring efforts.  The Debtor did not file a list of its 20
largest unsecured creditors.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $1 million to
$10 million and estimated debts of $10 million to $50 million.


SALTON INC: Pet Biz Buyout Fails to Get Spectrum Lenders' Consent
-----------------------------------------------------------------
Salton Inc. was notified that Spectrum Brands Inc. has not been
successful in its attempt to secure the consent of its senior
lenders necessary to complete the sale of Spectrum Brands' pet
supply business.

As reported in the Troubled Company Reporter on May 22, 2008,
Salton entered into a definitive agreement to acquire United
Pet Group, the Global Pet Business of Spectrum Brands Inc., for
approximately $692.5 million in cash plus additional consideration
in the form of $98 million of Spectrum's Variable Rate Toggle
Senior Subordinated Notes due 2013 and $124.5 million of
Spectrum's Senior Subordinated Notes due Feb. 1, 2015.

Spectrum Brands related that it believes that the sale of its
global pet business to Salton Inc. and its subsidiary, Applica
Pet, upon the negotiated terms is in the best interests of the
company and its shareholders, well as its other constituencies.  

The definitive purchase agreement continues in full force and
effect, and Spectrum Brands intends to comply with its obligations
thereunder in order to satisfy the conditions necessary to
consummate the sale of its global pet supply business.

                       About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of     
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

                        About Salton Inc.

Headquartered in Lake Forest, Illinois, Salton Inc. (NYSE:SFP) --
http://www.saltoninc.com/-- designs, markets and distributes     
branded, high-quality small appliances, home decor and personal
care products.  Its product mix includes a range of small kitchen
and home appliances, electronics for the home, time products,
lighting products, picture frames and personal care and wellness
products.

                          *     *     *

Moody's Investors Service placed Salton Inc.'s long term corporate
family and probability of default ratings at 'Caa2' in November
2006.  The ratings still hold to date with a negative outlook.


SAM SELTZER'S: Florida Restaurant Chain Files for Bankruptcy
------------------------------------------------------------
Sam Seltzer's Steak Houses of America Inc. sought creditor
protection before the U.S. Bankruptcy Court for the Middle
District of Florida on June 27.  The restaurant chain says in
court documents it lost $7.1 million last year on revenue of $33.4
million, according to Tampa Bay Business Journal.

The report noted that in court documents, signed by John
Mountford, president of the chain, it is revealed the company owed
U.S. Foodservice in Lakeland about $750,000.

The company is asking the bankruptcy court for a restraining order
to keep its utility providers from cutting off service.

According to The Tampa Tribune, in 2005, the chain announced an
ambitious plan to expand across the state, securing $11 million in
financing.  It talked of opening another 30 restaurants in the
next five years, but slowing economy took its toll.

Kyle Kennedy of The Ledger reports that the chain closed its
location at 4820 S. Florida Ave. after serving its last customers
Saturday.  Chief Executive John Mountford reportedly said in a
statement the closing was "part of our plan to stabilize company
profitability and eventually position ourselves for decisive
growth after some relief from the current economic downturn."

Executive Director Lorre Fleming said the restaurant was also
having trouble competing in a tight market, the report said.

Based in Tampa, Florida, Sam Seltzer is a private no-frills
restaurant chain, which has nine locations from Port Charlotte to
Ocala.  It opened its first location in 1995 on North Dale Mabry
Highway in Tampa.


SAM SELTZER'S STEAK: Case Summary & 282 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Sam Seltzer's Steak Houses of America, Inc.
             4744 N. Dale Mabry Hwy.
             Tampa, FL 33614

Bankruptcy Case No.: 08-09533

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        HMS Steakhouse of Altamonte, Inc.          08-09538
        New HMS Steakhouse of Altamonte, Inc.      08-09543
        HMS Steakhouse of Clearwater, Inc.         08-09546
        New HMS Steakhouse of Clearwater, Inc.     08-09549
        HMS Steakhouse of Fort Myers, Inc.         08-09551
        HMS Steakhouse of Port Richey, Inc.        08-09554
        HMS Steakhouse of Sarasota, Inc.           08-09556
        HMS Steakhouse of St. Pete, Inc.           08-09561
        HMS Steakhouse of Tampa, Inc.              08-09563
        MHR Steakhouse of Brandon, Inc.            08-09565
        MHR Steakhouse of Lakeland, Inc.           08-09566
        MHR Steakhouse of Ocala, Inc.              08-09567
        MHR Steakhouse of Port Charlotte, Inc.     08-09569
        Sam Seltzer's Distribution, Inc.           08-09571

Type of Business: The Debtors a chain of restaurants.

Chapter 11 Petition Date: June 27, 2008

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtors' Counsel: Amy Denton Harris, Esq.
                     E-mail: aharris.ecf@srbp.com
                  Harley E. Riedel, Esq.
                     E-mail: hriedel.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison St., Ste. 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  http://www.srbp.com/

Sam Seltzer's Steak Houses of America, Inc's Financial Condition:

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

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

A. Sam Seltzer's Steak Houses of America's Nine Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
U.S. Foodservice               $607,811
P.O. Box 330
Lakeland, FL 33802-0330

News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206
   ------                      ------------

B. HMS Steakhouse of Altamonte, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680                      
fka Mapinfo
4901 Belfort Rd., Ste. 3120
Jacksonville, FL 32256

Hyde Park Capital Partners,    $77,778
LLC
701 Franklin St.
Tampa, GL 33602

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

WTVT                           $20,736

Greenberg Traurig              $19,206

Piper Rudnick                  $18,837

Tampa Electric                 $18,332

C. New HMS Steakhouse of Altamonte, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
AMRESCO Commercial Finance,    $2,944,000
Inc.
412 E. Park Ctr. Blvd.,
Ste. 300
Boise, ID 83706

News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd., Ste. 3120
Jacksonville, FL 32256

Hyde Park Capital Partners,    $77,778
LLC

St. Petersburg Times           $58,850

U.S. Foodservice               $57,161

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,455

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

WTVT                           $20,736

Greenberg Traurig              $19,206

D. HMS Steakhouse of Clearwater, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd., Ste. 3120
Jacksonville, FL 32256

U.S. Foodservice               $79,923
P.O. Box 330
Lakeland, FL 33802-0330

Hyde Park Capital Partners,    $77,778
LLC

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

WTVT                           $20,736

Florida Dept. of Revenue       $19,813

E. New HMS Steakhouse of Clearwater, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinto
4901 Belfort Rd., Ste. 3120
Jacksonville, FL 32256

U.S. Foodservice               $79,923
P.O. Box 330
Lakeland, FL 33802-0330

Hyde Park Capital Partners,    $77,778
LLC

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

News-Press, The                $21,378

WTVT                           $20,736

F. HMS Steakhouse of Fort Myers, Inc's 22 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
Mercantile Bank                $237,769
fka Florida Bank
13577 Feather Sound Dr.,
Ste. 500
Clearwater, FL 33762

News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

U.S. Foodservice               $79,923

Hyde Park Capital Partners,    $77,778
LLC

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WBBH-TV                        $27,350

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

News-Press, The                $21,378

WTVT                           $20,736

G. HMS Steakhouse of Port Richey, Inc's 21 Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

U.S. Foodservice               $85,979
P.O. Box 330
Lakeland, FL 33802-0330

Hyde Park Capital Partners,    $77,778
LLC

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

News-Press, The                $21,378

WTVT                           $20,736

Greenberg Traurig              $19,206

H. HMS Steakhouse of Sarasota, Inc's 19 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

Hyde Park Capital Partners,    $77,778
LLC
701 Franklin St.
Tampa, FL 33602

U.S. Foodservice               $69,653

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.

WTVT                           $20,736

Greenberg Traurig              $19,206

I. HMS Steakhouse of St. Pete, Inc's 21 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

Hyde Park Capital Partners,    $77,778
LLC
70 Franklin St.
Tampa, FL 33602

U.S. Foodservice               $85,979

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

News-Press, The                $21,378

WTVT                           $20,736

Greenberg Traurig              $19,206

J. HMS Steakhouse of Tampa, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

U.S. Foodservice               $85,979
P.O. Box 330
Lakeland, FL 33802-0330

Hyde Park Capital Partners,    $77,778
LLC

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

WTVT                           $20,736

Florida Dept. of Revenue       $19,783

K. MHR Steakhouse of Brandon, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

Hyde Park Capital Partners,    $77,778
LLC
701 Franklin St.
Tampa, FL 33602

U.S. Foodservice               $63,386

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

WTVT                           $20,736

Greenberg Traurig              $19,206

L. MHR Steakhouse of Lakeland, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

Hyde Park Capital Partners,    $77,778
LLC
701 Franklin St.
Tampa, FL 33602

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

U.S. Foodservice               $29,741

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

WTVT                           $20,736

Greenberg Traurig              $19,206

M. MHR Steakhouse of Ocala, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

Hyde Park Capital Partners,    $77,778
LLC
701 Franklin St.
Tampa, FL 33602

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

New Zealand Lamb Cooperative,  $28,441
Inc.

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

WTVT                           $20,736

Greenberg Traurig              $19,206

Piper Rudnick                  $18,837

N. MHR Steakhouse of Port Charlotte, Inc's 21 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

Hyde Park Capital Partners,    $77,778
LLC
701 Franklin St.
Tampa, FL 33602

St. Petersburg Times           $58,850

Burkey Risk Services           $54,369

U.S. Foodservice               $48,742

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206

U.S. Foodservice               $29,741

New Zealand Lamb Cooperative,  $28,441
Inc.

WBBH-TV                        $27,350

WFTS-TV                        $26,575

Hill, Ward & Henderson         $26,113

Clarion Hotel Fort Myers       $25,456

Holiday Inn Express            $23,540

Brink's, Inc.                  $23,253

Coverall North America, Inc.   $22,950

News-Press, The                $21,378

O. Sam Seltzer's Distribution, Inc's Nine Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
U.S. Foodservice               $607,811
P.O. Box 330
Lakeland, FL 33802-0330

News America Marketing         $103,949
20 Westport Rd., 1st Fl.
Wilton, CT 06897

Pitney Bowes, Inc.             $91,680
fka Mapinfo
4901 Belfort Rd. 3120
Jacksonville, FL 32256

Burkey Risk Services           $54,369

CGM Services                   $46,408

Buckhead Beef                  $41,740

Tampa Bay's WTSP-TV            $33,830

Hobart Corp.                   $30,999

Media General                  $30,206


SHAPES/ARCH HOLDINGS: Sells Assets to HIG Unit for $91,500,000
--------------------------------------------------------------
H.I.G. Capital L.L.C.'s unit Arch Acquisition I, LLC, emerged as
the winning bidder in connection with the sale of the equity of
reorganized Shapes/Arch Holdings LLC.

The Philadelphia Inquirer's Joseph N. DiStefano reports that
H.I.G. is scheduled to close the $91,500,000 deal on July 8.  The
report says H.I.G. agreed to pay $31,500,000 in cash and take over
Shapes' $60,000,000 bank debt to CIT Group Inc. and other lenders.  
Shapes will also assign its aluminum extruder and its steel, vinyl
and aluminum-fabricating plants to H.I.G, the report adds.

J. Scott Victor, senior managing director and cohead of the
Special Situations Group at National City Investment Banking, West
Conshohocken, supervised the sale, the report relates.

As reported by the Troubled Company Reporter on May 30, 2008, the
U.S. Bankruptcy Court for the District of New Jersey declared Arch
Acquisition I as stalking horse bidder in connection with the
equity sale.  The Court also approved bidding procedures proposed
by the Debtors.  An auction was slated for June 27, 2008 at 10:00
a.m. (Eastern Time).  Bids were due June 25.

The TCR also related that during the course of the Debtors'
bankruptcy cases, Arch Acquisition I provided $30,000,000 in
postpetition financing to the Debtors.  On the effective date of
the Debtors' Third Amended Chapter 11 plan of reorganization, Arch
Acquisition or its designee will either:

   (a) amend and restate the DIP Agreement; or

   (b) enter into a exit loan as part of its commitment to fund up
       to $91,500,000 for distributions under the Plan.

The principal amount of the Exit Facility outstanding on the
Effective Date will be approximately $26,700,000.

The Debtors and their professionals worked with the Committee and
Arch Acquisition to develop the Third Amended Plan and
accompanying Disclosure Statement.

The effective date of the Amended Plan or the Alternative Plan
will be no later than July 31, 2008.

Mr. DiStefano reports, citing Mr. Victor, that Teamsters Local 627
and other Shapes unions agreed that the Debtors would stop funding
the workers' pension plan.  Shapes' counsel advised the Court at a
hearing last week that they needed the union agreement before
closing the sale, Mr. DiStefano says.

The unions represent 1,000 Shapes workers, Mr. DiStefano says.

Mr. DiStefano relates that Shapes CEO Steve Grabell had hoped to
sell the company to Versa Capital Management Inc., but that plan
was challenged by creditors and by H.I.G., which previously had
negotiated to purchase Shapes.  U.S. Bankruptcy Judge Gloria M.
Burns ordered in May that Shapes seek out other bidders.

Versa had offered $26,000,000 for Shapes, plus assumption of its
debt.  That offer included $500,000 to split among unsecured
creditors, Mr. Victor said, according to Mr. DiStefano.

H.I.G. under the deal will put in $5,000,000 into a trust for
distribution among general unsecured creditors.  That's an 11%
recovery to the general unsecured creditors, which is 10 times
what Versa offered, Mr. DiStefano says.

Mr. DiStefano also relates that H.I.G. has been buying up aluminum
extruders -- companies that heat metal and stretch it into shapes
for use in construction and in vehicles.  In 2005, Mr. DiStefano
relates, H.I.G. bought Signature Aluminum Inc.  The next year it
added Temroc Metals Inc. and Atlantic Aluminum L.L.C., both of
which were later merged into Signature.

Mr. Victor, Mr. DiStefano adds, said Signature and Shapes were not
direct competitors.

                      About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.

The U.S. Trustee for Region 3 appointed Alcan, Inc.; RUSAL America
Corp.; PSE&G; Glencore Ltd.; Coil Plus PA, Inc.; Perfect Trade
Development Co./Kotech Industry and Co. Ltd.; UPS; Acme Corrugated
Box Co.; and Colorworks Graphic Services, Inc., to the Official
Committee of Unsecured Creditors.  Halperin Battaglia Raich LLP
represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SIERRA PACIFIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sierra Pacific Homes, LLC
        P.O. Box 35936
        Tucson, AZ 85740

Bankruptcy Case No.: 08-07827

Type of Business: The Debtor is engaged in residential
                  design and construction.  See  
                  http://www.sierrapacifichomes.com/

Chapter 11 Petition Date: June 27, 2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Michael W. McGrath, Esq.
                  Email: ecfbk@mcrazlaw.com
                  Mesch Clark & Rothschild
                  259 North Meyer Ave.
                  Tucson, AZ 85701-1090
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  http://www.mcrazlaw.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Colorado River Materials, Inc. Trade Vendor          $498,018
dba NAC Construction
8359 W. Tangerine Rd.
Marana, AZ 85653

Select Build-Framing & Trim    Trade Vendor          $83,295
6840 W. Frier Dr.
Glendale, AZ 85303

New Home Interiors             Trade Vendor          $68,030
4545 E. Broadway
Phoenix, AZ 85040

Select Build Arizona-Concrete  Trade Vendor          $40,103

Polaris Land Surveying, LLC    Surveying Services    $18,339

Tucson Newspapers              Advertising           $17,480

Riggs Plumbing                 Trade Vendor          $16,781

Tucson Patio Walls             Trade Vendor          $11,997

Metric Roofing                 Trade Vendor          $10,551

Alvand Consulting Engineers    Engineering Services  $9,527

Vista Montana Estates          Management Services   $8,443

WRI Construction, Inc.         Trade Vendor          $7,936

Greco Painting                 Trade Vendor          $7,520

Castro Engineering             Engineering Services  $7,361

Black Mountain Grading         Trade Vendor          $7,200

Major Electric                 Trade Vendor          $6,851

Select Build-Windows           Trade Vendor          $5,901

Precision Land Surveying, Inc. Surveying Services    $5,498

B & B Drywall                  Trade Vendor          $4,250

Pro Trenching, LLC             Trade Vendor          $4,106


SONARTEC INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sonartec Inc.
        1930 Palomar Point Way, Ste. 105
        Carlsbad, CA 92008

Bankruptcy Case No.: 08-05796

Type of Business: The Debtor manufactures sporting and athletic
                  goods.

Chapter 11 Petition Date: June 26, 2008

Court: Southern District of California (San Diego)

Debtor's Counsel: Michael Lusby, Esq.
                  Email: lusbyml@cox.net
                  2182 El Camino Real, Ste. 205
                  Oceanside, CA 92054
                  Tel: (760) 967-5989
                  Fax: (760) 454-4589

Total Assets:  $700,000

Total Debts: $1,000,000

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


SPECTRUM BRANDS: Pet Biz Sale Fails to Get Senior Lenders' Consent
------------------------------------------------------------------
Spectrum Brands Inc. disclosed that it has not been successful in
its attempt to secure the consent of its senior lenders necessary
to complete the sale of its pet supply business.

On May 21, 2008, the company had signed a definitive purchase
agreement with Salton Inc. and its subsidiary, Applica Pet
Products LLC, for the sale of the company's global pet business.
Receipt of consent from its senior lenders is a condition to the
completion of the sale.

The company continues to believe that the sale of its global pet
business to Salton Inc. and its subsidiary, Applica Pet, upon the
negotiated terms is in the best interests of the company and its
shareholders, well as its other constituencies.  

The definitive purchase agreement continues in full force and
effect, and the company intends to comply with its obligations
thereunder in order to satisfy the conditions necessary to
consummate the sale of its global pet supply business.

                        About Salton Inc.

Headquartered in Lake Forest, Illinois, Salton Inc. (NYSE:SFP) --
http://www.saltoninc.com/-- designs, markets and distributes     
branded, high-quality small appliances, home decor and personal
care products.  Its product mix includes a range of small kitchen
and home appliances, electronics for the home, time products,
lighting products, picture frames and personal care and wellness
products.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of       
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

                       *     *     *

As disclosed in the Troubled Company Reporter on May 26, 2008,
Moody's Investors Service placed the Caa1 corporate family rating
and Caa1 probability of default rating of Spectrum Brands under
review following the announcement that Spectrum has entered into a
definitive agreement to sell its Global Pet business to Applica
Pet Products, a subsidiary of Salton, Inc., for over $900 million.

As reported in the TCR on May 23, 2008, following the announcement
that Spectrum Brands has signed a definitive agreement with
Salton, Inc. for the sale of its Global Pet Business for
approximately $692.5 million in cash and an aggregate principal
amount of Spectrum's subordinated debt securities equal to
$222.5 million, Fitch affirms Spectrum Brands, Inc. ratings as
Issuer Default Rating at 'CCC'; $1 billion term loan B at 'B/RR1';
$225 million ABL at 'B/RR1'; EUR350 million term loan at 'B/RR1';
$700 million 7.4% senior sub note at 'CCC-/RR5'; $2.9 million 8.5%
senior sub note at 'CCC-/RR5'; and $347 million 11.25% variable
rate toggle senior sub note at 'CCC-/RR5'.  The Rating Outlook is
Negative.

Standard & Poor's Ratings Services placed its ratings on Atlanta-
based Spectrum Brands Inc., including the 'CCC+' long-term
corporate credit rating, on CreditWatch with positive
implications.  The CreditWatch status indicates that S&P could
either raise or affirm the ratings following the completion of its
review.  Approximately $2.6 billion of debt was outstanding as of
March 30, 2008.


STACK 2005-2: S&P Junks Ratings on Three Classes of Notes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes from STACK 2005-2 Ltd.  S&P's placed four of the lowered
ratings on CreditWatch negative.

The rating actions follow continued deterioration in the credit
quality of the residential mortgage-backed securities backing the
rated notes.

Stack 2005-2 Ltd. is a hybrid collateralized debt obligation of
asset-backed securities transaction collateralized predominantly
by mezzanine-grade classes of RMBS.
  
        RATINGS LOWERED AND PLACED ON CREDITWATCH NEGATIVE

                         STACK 2005-2 Ltd.

                                  Rating
                                  ------
                  Class    To               From
                  A-1      BB/Watch Neg     AA
                  A-2      BB/Watch Neg     AA
                  B        CCC-/Watch Neg   BBB+
                  C        CCC-/Watch Neg   BBB-

                         RATINGS LOWERED

                        STACK 2005-2 Ltd.

                                  Rating
                                  ------
                  Class    To               From
                  D        CC               BB+
                  E        CC               CCC+
                  F        CC               CCC-

                         Industry Category

           RMBS B&C, HELS, HELOCS, and tax lien   77.25%
           ALT-A, RMBS A                          18.52%
           CDOs                                    4.22%


STEERS THAYER: S&P Withdraws BB Rating on Trust Units
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' rating on the
trust units from STEERS Thayer Gate CDO Trust Series 2006-10.

The rating withdrawal reflects the unwinding of the transaction
and redemption of the trust units according to the termination
agreement dated June 27, 2008.


STEVE & BARRYS: Seeks Help from Turnaround Firm Conway Del Genio
----------------------------------------------------------------
Steve & Barry's LLC has hired Conway Del Genio Gries & Co., the
same turnaround firm hired by Sharper Image and Linens 'n Things,
to advise on its restructuring, The Wall Street Journal reports.

As reported in the Troubled Company Reporter on June 23, 2008,
Steve & Barry's LLC is reportedly on the brink of bankruptcy and
is in search for a rescue financing of about $30 million.

WSJ, citing several people involved in the matter, says that the
retailer has also hired a bankruptcy lawyer, in preparation for a
bankruptcy filing if Goldman Sachs Group Inc. fails to line up at
least $30 million in rescue financing.  

Steve & Barry's has also contacted Crystal Capital, a retail-
focused private-equity fund specializing in rescue financing, WSJ
adds.

                   About Steve and Barry LLC

Headquartered in Port Washington, New york, Steve and Barry LLC --
http://www.steveandbarrys.com/-- sells every item in its stores   
for $19.99 or less, operates more than 250 shops in about 40
states nationwide.  Stores range from 50,000 to over 100,000 sq.
ft.  The firm buys its merchandise (T-shirts, button-down shirts,
varsity jackets, sweatpants, tank tops, backpacks) from vendors in
the US, Canada, Central America, India, Mexico, and Pakistan.


SMITHFIELD FOODS: S&P Cuts Corporate Credit Rating to BB-
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Smithfield Foods Inc. to 'BB-' from 'BB+'.

At the same time, S&P's assigned a '1' recovery rating to
Smithfield Foods' senior secured notes, indicating expectations of
very high (90%-100%) recovery in the event of a payment default.  
The issue-level rating on the secured notes remains at 'BB+'.

In addition, S&P's lowered the ratings on the company's senior
unsecured notes to 'BB-' from 'BB' and assigned a '4' recovery
rating, indicating the expectation of average (30%-50%) recovery
in the event of a payment default.

The ratings remain on CreditWatch with negative implications where
they were placed on Dec. 3, 2007.  Smithfield, Va.-based
Smithfield Foods had about $4.2 billion of debt at April 27, 2008.

The downgrade reflects weak credit metrics for the rating and
S&P's expectation that credit measures will not rebound to more
appropriate levels in the near term.  In S&P's view, Smithfield
Foods faces a challenging operating environment in its hog
production segment through much of fiscal 2009 due to higher feed
costs and soft hog prices.

The ratings remain on CreditWatch pending the completion of the
divestiture of the company's beef segment to JBS S.A.  S&P's
expect that this transaction will close in the early fall and that
proceeds from the transaction will be used to repay debt.  The
ratings would likely be affirmed.  However, if this deal is not
completed, S&P's would re-evaluate Smithfield Foods' financial
profile and would expect that the rating would not be lowered by
more than one notch.


STEVE & BARRY'S: To Liquidate Biz if Funding is Unavailable
-----------------------------------------------------------
The Wall Street Journal's Jeffrey McCracken and Peter Lattman
report that retailer Steve & Barry's LLC is readying plans to
shutter more than 100 outlets, and is contemplating a full
liquidation if it fails to secure emergency funding.

Messrs. McCracken and Lattman, citing people familiar with the
situation, relate that Steve & Barry's is looking for $40,000,000
in financing if it must file for bankruptcy.

According to the Troubled Company Reporter on June 23, 2008, the
company has tapped Goldman Sachs Group Inc. to help seek out
financing.   The TCR said the company has been approaching a
number of financial institutions to obtain funding for its
operations for the rest of the year.  Without additional capital,
the company's fate will be determined by the commercial-lending
unit of General Electric Co., which provided roughly $200,000,000
in loans in March.  The company is in default on that loan.

Steve & Barry's could seek bankruptcy protection sometime in July,
the TCR related.

The Journal says private-investment firm Angelo, Gordon & Co.
could contribute $20,000,000, but Steve & Barry's will have to
look for the remaining $20,000,000 elsewhere.  The money, sources
told the Journal, would likely be enough to get the company
through the Christmas selling season.

The Journal notes that a few months ago, Steve & Barry's was
hailed as one of the few bright spots in the ailing retail sector,
opening stores at a breakneck pace behind the weight of celebrity-
endorsed clothing lines.

The Journal says the firm has brought on board Harvey Miller,
Esq., at Weil Gotshal & Manges LLP, to advise it on a
restructuring.  The Journal also notes that Steve & Barry's long-
time bankruptcy attorney, Paul Traub, is advising it on potential
liquidation strategy.  Conway Del Genio Gries & Co. has been
tapped as restructuring consultant.

Messrs. McCracken and Lattman also report that Steve & Barry's has
approached other retailers like Wal-Mart Stores Inc., Gap Inc. and
Sears Holding Corp. owner Eddie Lampert for possible investment
ties, but those retailers have shown little interest.

Messrs. McCracken and Lattman relate that GE has also explored
whether Steve & Barry's could exist as solely a wholesaler on the
strength of its brand name.

Sources told the Journal that most of Steve & Barry's earnings
came in the form of one-time payments from landlords, often for
$2,000,000 to $3,000,000, each time it opened an outlet.  Profit
from ongoing operations, those sources told the Journal, was
scant, if any.  The new stores, the sources say, usually opened
strongly, but could not keep pace after a few quarters.

Steve & Barry's margins totaled roughly $20,000,000 to $30,000,000
on annual sales of about $1,000,000,000, or roughly 1% to 3%, the
Journal notes.

According to Messrs. McCracken and Lattman, Michael Imber at Grant
Thornton LLP pointed out that Steve & Barry's has "a lot of young
and immature stores that have only been around maybe one Christmas
season. . . . It's tough to distinguish which ones to keep and
which ones really don't work."

                    About Steve and Barry LLC

Headquartered in Port Washington, New york, Steve and Barry LLC --
http://www.steveandbarrys.com/-- sells every item in its stores   
for $19.99 or less, operates more than 250 shops in about 40
states nationwide.  Stores range from 50,000 to over 100,000 sq.
ft.  The firm buys its merchandise (T-shirts, button-down shirts,
varsity jackets, sweatpants, tank tops, backpacks) from vendors in
the US, Canada, Central America, India, Mexico, and Pakistan.




STRUCTURED ASSET: S&P Cuts Ratings on 18 Classes of Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of mortgage pass-through certificates from Structured
Asset Securities Corp.' series 2003-8.  At the same time, S&P's
lowered its ratings on 18 classes from 16 different SASCO
transactions.  S&P's removed one of the lowered ratings from
CreditWatch with negative implications.  Lastly, S&P's affirmed
our ratings on 745 other classes from various SASCO transactions.

The raised ratings reflect increases in the actual and projected
credit support percentages for the respective classes.  The higher
credit support percentages are the result of the shifting interest
structure of the transactions, the significant paydown of the
collateral pool, and relatively low delinquencies and losses.  
Total delinquencies for series 2003-8 are 2.17% (group 2) of the
current pool balance.

The lowered ratings reflect the deterioration of available credit
support provided by the senior-subordinate structure of the
transactions.  Over the past six months, most of these
transactions have experienced spikes in the amount of loans in
their delinquency pipelines, while realized losses have
remained moderate to low.

The affirmations are based on credit support percentages that are
sufficient to support the ratings at their current levels.  
Subordination provides credit enhancement for the affected
transactions.

The collateral for the transactions consists of conventional, 30-
year, fixed- or adjustable-rate prime jumbo mortgage loans secured
by first liens on one- to four-family residential properties.
  
                          RATINGS RAISED

                 Structured Asset Securities Corp.
                           Series 2003-8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           1B1        86359ASV6     AA+            AA
           2B1        86359ASX2     AA+            AA
           2B2        86359ASY0     A+             A

                          RATINGS LOWERED

     Structured Asset Mortgage Investments II Trust 2004-AR7
                         Series 2004-AR7

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B-4        86359LFX2     B              BB
           B-5        86359LFY0     CCC            B

                 Structured Asset Securities Corp.
                          Series 2002-11A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B2-II      86358RM53     A              AA

                 Structured Asset Securities Corp.
                          Series 2002-27A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B3         86359AGU1     B              BBB

                 Structured Asset Securities Corp.
                          Series 2003-2A

                                         Rating
                                         ------   
           Class      CUSIP         To             From
           B4         86359ALA9     CCC            BB
           B5         86359ALB7     CCC            B

                 Structured Asset Securities Corp.
                          Series 2003-6A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B4         86359ANC3     B              BB

                Structured Asset Securities Corp.
                          Series 2003-9A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B4         86359ARS4     BB             BB+
           B5         86359ART2     CCC            B

                 Structured Asset Securities Corp.
                          Series 2003-15A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B5         86359AWD1     B-             B


                 Structured Asset Securities Corp.
                          Series 2003-22A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B5         86359AZK2     CCC            B

                 Structured Asset Securities Corp.
                          Series 2003-29

                                         Rating
                                         ------
           Class      CUSIP         To             From
           1B5        86359AZ22     B-             B

                 Structured Asset Securities Corp.
                          Series 2003-31A
           
                                         Rating
                                         ------
           Class      CUSIP         To             From
           B5         86359A3Q4     CCC            B

                 Structured Asset Securities Corp.
                          Series 2003-34A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B5         86359A6F5     CCC            B

                 Structured Asset Securities Corp.
                          Series 2003-38

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B5         86359BFL0     CCC            B

                 Structured Asset Securities Corp.
                          Series 2004-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B5         86359BKP5     CCC            B

                 Structured Asset Securities Corp.
                          Series 2004-10

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B5         86359BSJ1     CCC            B

                 Structured Asset Securities Corp.
                          Series 2003-8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           2B5        86359ATF0     CCC            B

       RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                 Structured Asset Securities Corp.
                          Series 2004-13

                                         Rating
                                         ------
           Class      CUSIP         To             From
           B5         86359BVV0     CCC            B/Watch Neg

                         RATINGS AFFIRMED

      Structured Asset Mortgage Investment II Trust 2004-AR8
                          Series 2004-AR8

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1A       86359LGE3     AAA
                  A-2A       86359LGF0     AAA
                  A-2B       86359LGG8     AAA
                  X-1        86359LGH6     AAA
                  X-2        86359LGJ2     AAA
                  R-I        86359LGK9     AAA
                  R-II       86359LGL7     AAA
                  R-III      86359LGM5     AAA

      Structured Asset Mortgage Investments II Trust 2003-AR4
                          Series 2003-AR4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        86359LAA7     AAA
                  A-2        86359LAB5     AAA
                  X          86359LAC3     AAA

      Structured Asset Mortgage Investments II Trust 2004-AR1
                          Series 2004-AR1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A-1      86359LAP4     AAA
                  I-A-2      86359LAQ2     AAA
                  I-A-3      86359LAR0     AAA
                  II-A-1     86359LAS8     AAA
                  X          86359LAT6     AAA
  
      Structured Asset Mortgage Investments II Trust 2004-AR2
                          Series 2004-AR2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A        86359LBL2     AAA
                  II-A       86359LBM0     AAA
                  III-A      86359LBN8     AAA
                  X          86359LBP3     AAA

      Structured Asset Mortgage Investments II Trust 2004-AR3
                          Series 2004-AR3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A-1      86359LBX6     AAA
                  I-A-2      86359LBY4     AAA
                  I-A-3      86359LBZ1     AAA
                  II-A-1     86359LCA5     AAA
                  X          86359LCB3     AAA

      Structured Asset Mortgage Investments II Trust 2004-AR4
                          Series 2004-AR4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A-1      86359LDH9     AAA
                  II-A-1     86359LDJ5     AAA
                  III-A-1    86359LDW6     AAA
                  X          86359LDK2     AAA

      Structured Asset Mortgage Investments II Trust 2004-AR6
                          Series 2004-AR6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1A       86359LEV7     AAA
                  A-1B       86359LFJ3     AAA
                  A-2        86359LEW5     AAA
                  A-3        86359LFK0     AAA
                  X          86359LEX3     AAA

      Structured Asset Mortgage Investments II Trust 2004-AR7
                          Series 2004-AR7

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1A       86359LFN4     AAA
                  A-1B       86359LFP9     AAA
                  X          86359LFQ7     AAA
                  B-1        86359LFU8     AA+
                  B-2        86359LFV6     A+
                  B-3        86359LFW4     BBB

      Structured Asset Mortgage Investments Trust 2002-AR2
                          Series 2002-AR2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        86358HNH8     AAA
                  X          86358HNJ4     AAA
                  A-2        86358HNK1     AAA

      Structured Asset Mortgage Investments Trust 2002-AR3
                          Series 2002-AR3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        86358HNX3     AAA
                  X          86358HNY1     AAA

      Structured Asset Mortgage Investments Trust 2003-AR1
                          Series 2003-AR1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        86358HRV3     AAA
                  A-2        86358HRW1     AAA
                  A-3        86358HRX9     AAA
                  A-3M       86358HRY7     AAA
                  A-4        86358HRZ4     AAA
                  A-5        86358HSA8     AAA
                  X-1        86358HSB6     AAA

      Structured Asset Mortgage Investments Trust 2003-AR2
                          Series 2003-AR2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        86358HTY5     AAA
                  A-2        86358HTZ2     AAA
                  X          86358HUA5     AAA

      Structured Asset Mortgage Investments Trust 2003-AR3
                          Series 2003-AR3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        86358HUT4     AAA
                  A-2        86358HUU1     AAA
                  X          86358HUV9     AAA

                 Structured Asset Securities Corp.
                          Series 1997-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  2-A-4      863572QM8     AAA
                  2-AP       863572QN6     AAA

                 Structured Asset Securities Corp.
                          Series 1999-ALS3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-PO       863572F40     AAA
                  2-PO       863572F65     AAA

                 Structured Asset Securities Corp.
                          Series 2000-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M1         863572L84     AAA
                  M2         863572L92     AA-
                  M3         863572M26     A

                 Structured Asset Securities Corp.
                          Series 2001-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-AX       8635722W2     AAA
                  1-AP       8635722X0     AAA
                  3-AX       8635723F8     AAA
                  3-AP       8635723G6     AAA
                  B1         8635723H4     AAA
                  B2         8635723J0     AAA
                  B3         8635723K7     AAA

                 Structured Asset Securities Corp.
                          Series 2001-8A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A2       86358RBT3     AAA
                  1-A3       86358RBU0     AAA
                  2-A4       86358RBX4     AAA
                  2-A5       86358RBY2     AAA
                  3-A4       86358RCB1     AAA
                  3-A5       86358RCC9     AAA
                  4-A2       86358RCE5     AAA
                  B1-II      86358RCJ4     AAA
                  B2-II      86358RCK1     AAA
                  B3-II      86358RCL9     AAA

                 Structured Asset Securities Corp.
                          Series 2001-9

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A5       86358REP8     AAA
                  2-A6       86358REU7     AAA
                  2-AX       86358RFY8     AAA
                  3-AP       86358RFB8     AAA
                  3-AX       86358RFC6     AAA
                  4-A7       86358RFJ1     AAA
                  4-AP       86358RFZ5     AAA
                  4-AX       86358RGA9     AAA
                  5-AP       86358RGB7     AAA
                  5-AX       86358RGC5     AAA
                  6-AP       86358RGD3     AAA
                  6-AX       86358RGE1     AAA

                 Structured Asset Securities Corp.
                          Series 2001-21A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86358RSE8     AAA
                  1-A2       86358RSF5     AAA
                  2-A2       86358RSH1     AAA
                  B1         86358RSJ7     AAA
                  B2         86358RSK4     AA
                  B3         86358RSL2     BBB+

                 Structured Asset Securities Corp.
                          Series 2002-1A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A3       86358RTY3     AAA
                  1-A4       86358RTZ0     AAA
                  1-A5       86358RUA3     AAA
                  2-A1       86358RUC9     AAA
                  2-A2       86358RUD7     AAA
                  3-A1       86358RUE5     AAA
                  3-A2       86358RUF2     AAA
                  4-A        86358RUH8     AAA

                 Structured Asset Securities Corp.
                          Series 2002-4H

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A        86358RWY9     AAA
                  1-AP       86358RWZ6     AAA
                  1-AX       86358RXA0     AAA
                  2-AX       86358RXD4     AAA

                 Structured Asset Securities Corp.
                          Series 2002-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  2-A2       86358RWE3     AAA
                  2-AP       86358RWF0     AAA
                  CAX        86358RWN3     AAA
                  CAP        86358RWP8     AAA
                  A4         86358RWQ6     AAA
                  PAX        86358RXT9     AAA
                  AP         86358RWS2     AAA
                  AX         86358RWT0     AAA
                  B1         86358RWU7     AAA
                  B2         86358RWV5     AA
                  B3         86358RWW3     BBB+

                 Structured Asset Securities Corp.
                          Series 2002-6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A5       86358RZK6     AAA
                  2-A2       86358RZM2     AAA
                  AP         86358RZY6     AAA
                  AX         86358RZZ3     AAA
                  PAX        86358RZX8     AAA
                  IAX        86358RZW0     AAA
                  B1         86358RA23     AAA
                  B2         86358RA31     AA+
                  B3         86358RA49     A-

                 Structured Asset Securities Corp.
                          Series 2002-5A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86358RYP6     AAA
                  1-A2       86358RYQ4     AAA
                  1-A3       86358RYR2     AAA
                  1-A4       86358RYS0     AAA
                  2-A1       86358RYU5     AAA
                  2-A2       86358RYV3     AAA
                  3-A        86358RYX9     AAA
                  4-A        86358RYY7     AAA
                  5-A        86358RYZ4     AAA
                  6-A        86358RZA8     AAA
                  B1         86358RZB6     AAA
                  B2         86358RZC4     AA+
                  B3         86358RZD2     A+

                 Structured Asset Securities Corp.
                          Series 2002-10H

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A        86358RJ57     AAA
                  1-AP       86358RJ65     AAA
                  1-AX       86358RJ73     AAA
                  2-AX       86358RK22     AAA

                 Structured Asset Securities Corp.
                          Series 2002-11A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86358RP43     AAA
                  1-A2       86358RP50     AAA
                  B1-I       86358RL88     AA
                  B1-I-X     86358RL96     AA
                  B2-I       86358RM20     A
                  B2-I-X     86358RM38     A
                  B3         86358RM61     BBB
                  2-A1       86358RP68     AAA
                  2-A3       86358RP84     AAA
                  2-A4       86358RP92     AAA
                  3-A        86358RQ34     AAA
                  4-A        86358RQ42     AAA
                  5-A        86358RQ59     AAA
                  6-A        86358RQ67     AAA
                  B1-II      86358RM46     AAA

                 Structured Asset Securities Corp.
                          Series 2002-13

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-AP       86358RU21     AAA
                  1-AX       86358RU39     AAA
                  1-PAX      86358RU47     AAA
                  2-A4       86358RU88     AAA
                  2-A5       86358RU96     AAA
                  AP         86358RV46     AAA
                  AX         86358RV53     AAA
                  PAX        86358RV61     AAA
                  B1         86358RV79     AAA
                  B2         86358RV87     AA
                  BX         86358RW29     AA
                  B3         86358RV95     A

                 Structured Asset Securities Corp.
                          Series 2002-14A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86358RR41     AAA
                  1-A2       86358RR58     AAA
                  B1-I       86358RR82     AA+
                  B1-I-X     86358RR90     AA+
                  B2-I       86358RS24     AA-
                  B2-I-X     86358RS32     AA-
                  2-A1       86358RR66     AAA
                  B1-II      86358RS40     AA+
                  B2-II      86358RS73     AA-
                  B3         86358RS57     BBB+

                 Structured Asset Securities Corp.
                          Series 2002-15

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A4         86358R2N6     AAA
                  A5         86358R2P1     AAA
                  1-A10      86358R2U0     AAA
                  2-A9       86358R2Y2     AAA
                  3-A10      86358R3G0     AAA
                  AP         86358R3K1     AAA
                  AX         86358R3L9     AAA
                  PAX        86358R3M7     AAA
                  B1         86358R3N5     AAA
                  B2         86358R3P0     AA+
                  B3         86358R3Q8     AA-

                 Structured Asset Securities Corp.
                          Series 2002-17
                  
                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A7       86358R6N2     AAA
                  1-AP       86358R6P7     AAA
                  1-AX       86358R6Q5     AAA
                  1-PAX      86358R6R3     AAA
                  2-A1       86358R6S1     AAA
                  2-A2       86358R6T9     AAA
                  2-A3       86358R6U6     AAA
                  2-AP       86358R6Y8     AAA
                  2-AX       86358R6Z5     AAA
                  B1         86358R7A9     AAA
                  B2         86358R7B7     AA
                  B3         86358R7C5     A

                 Structured Asset Securities Corp.
                          Series 2002-25A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359ADT7     AAA
                  B1-I       86359AEB5     AA+
                  B1-I-X     86359AEC3     AA+
                  B2-I       86359AED1     AA+
                  B2-I-X     86359AEE9     AA+
                  2-A1       86359ADV2     AAA
                  3-A1       86359ADX8     AAA
                  3-A2       86359ADY6     AAA
                  4-A1       86359ADZ3     AAA
                  4-A2       86359AEA7     AAA
                  B1-II      86359AEF6     AA+
                  B2-II      86359AEG4     AA+
                  B3         86359AEH2     A+

                 Structured Asset Securities Corp.
                          Series 2002-27A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A        86359AGG2     AAA
                  2-A1       86359AGJ6     AAA
                  3-A1       86359AGL1     AAA
                  4-A1       86359AGN7     AAA
                  4-A2       86359AGP2     AAA
                  5-A1       86359AGQ0     AAA
                  B1         86359AGS6     AA
                  B2         86359AGT4     A

                 Structured Asset Securities Corp.
                          Series 2003-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359ALD3     AAA
                  1-A2       86359ALE1     AAA
                  1-A3       86359ALF8     AAA
                  1-A7       86359ALK7     AAA
                  1-AX       86359ALL5     AAA
                  2-A1       86359ALM3     AAA
                  3-A1       86359ALN1     AAA
                  4-A1       86359ALP6     AAA
                  AP         86359ALQ4     AAA
                  AX         86359ALR2     AAA
                  B1         86359ALS0     AA+
                  B2         86359ALT8     A+
                  B3         86359ALU5     BBB
                  B4         86359ALW1     BB
                  B5         86359ALX9     CCC

                 Structured Asset Securities Corp.
                          Series 2003-2A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359AKJ1     AAA
                  2-A1       86359AKL6     AAA
                  2-A2       86359AKM4     AAA
                  3-A1       86359AKN2     AAA
                  3-A2       86359AKP7     AAA
                  4-A1       86359AKQ5     AAA
                  4-A2       86359AKR3     AAA
                  B1-I       86359AKS1     AAA
                  B1-I-X     86359AKT9     AAA
                  B2-I       86359AKU6     AA
                  B2-I-X     86359AKV4     AA
                  B1-II      86359AKW2     AAA
                  B2-II      86359AKX0     AA
                  B3         86359AKY8     A

                 Structured Asset Securities Corp.
                          Series 2003-7H

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A1-I       86359ANG4     AAA
                  A1-II      86359ANH2     AAA
                  A-IO-F     86359ANJ8     AAA
                  A-OP-F     86359ANK5     AAA
                  A1-III     86359ANL3     AAA
                  A-IO-III        AAA


                 Structured Asset Securities Corp.
                          Series 2003-6A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359AMP5     AAA
                  1-A2       86359AMQ3     AAA
                  2-A1       86359AMR1     AAA
                  2-A2       86359AMS9     AAA
                  3-A1       86359AMT7     AAA
                  3-A2       86359AMU4     AAA
                  3-A3       86359AMV2     AAA
                  4-A1       86359AMW0     AAA
                  4-A2       86359AMX8     AAA
                  B1         86359AMY6     AA
                  B2         86359AMZ3     A
                  B3         86359ANA7     BBB
                  B5         86359AND1     CCC

                 Structured Asset Securities Corp.
                          Series 2003-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A1         86359ANX7     AAA
                  A2         86359ANY5     AAA
                  A3         86359ANZ2     AAA
                  A4         86359APA5     AAA
                  A5         86359APB3     AAA
                  A6         86359APC1     AAA
                  A7         86359APD9     AAA
                  A8         86359AQE6     AAA
                  AP         86359APE7     AAA
                  AX         86359APF4     AAA
                  PAX        86359APG2     AAA
                  B1         86359APH0     AA+
                  B2         86359APJ6     AA
                  B3         86359APK3     BBB+
                  B4         86359APM9     BB
                  B5         86359APN7     B

                 Structured Asset Securities Corp.
                          Series 2003-10

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A          86359AQS5     AAA
                  AP         86359AQT3     AAA
                  AX         86359AQU0     AAA
                  B1         86359AQV8     AA
                  B2         86359AQW6     A
                  B3         86359AQX4     BBB
                  B4         86359AQZ9     BB
                  B5         86359ARA3     B

                 Structured Asset Securities Corp.
                          Series 2003-9A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359ARC9     AAA
                  2-A1       86359ARE5     AAA
                  2-A2       86359ARF2     AAA
                  2-A3       86359ARG0     AAA
                  2-AX       86359ARH8     AAA
                  B1-I-X     86359ARK1     AA+
                  B2-I       86359ARL9     AA-
                  B2-I-X     86359ARM7     AA-
                  B1-II      86359ARN5     AA+
                  B2-II      86359ARP0     AA-
                  B3         86359ARQ8     BBB+
                  B1-I       86359ARJ4     AA+

                 Structured Asset Securities Corp.
                          Series 2003-14

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359ATT0     AAA
                  1-A2       86359ATU7     AAA
                  1-A3       86359ATV5     AAA
                  1-A4       86359ATW3     AAA
                  1-A5       86359ATX1     AAA
                  1-A6       86359ATY9     AAA
                  1-A7       86359ATZ6     AAA
                  1-AX       86359AUA9     AAA
                  1-PAX      86359AUB7     AAA
                  1-AP       86359AUC5     AAA
                  2-A1       86359AUD3     AAA
                  2-AX       86359AUE1     AAA
                  2-AP       86359AUF8     AAA
                  3-A1       86359AUG6     AAA
                  3-A2       86359AUH4     AAA
                  B1         86359AUJ0     AA
                  B2         86359AUK7     A
                  3B1        86359AUL5     AA
                  3B2        86359AUM3     A
                  B3         86359AUN1     BBB
                  B3(3)      86359AUY7     BBB
                  B4         86359AVF7     BB
                  3B4        86359AVJ9     BB
                  B5         86359AVG5     B
                  3B5        86359AVK6     B

                 Structured Asset Securities Corp.
                          Series 2003-15A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359AVN0     AAA
                  1-AX       86359AVP5     AAA
                  2-A1       86359AVQ3     AAA
                  2-A2       86359AVR1     AAA
                  2-A3       86359AVS9     AAA
                  2-AX       86359AVT7     AAA
                  2-PAX      86359AVU4     AAA
                  3-A        86359AVV2     AAA
                  3-AX       86359AVW0     AAA
                  4-A        86359AVX8     AAA
                  B1         86359AVY6     AA+
                  B2         86359AVZ3     A+
                  B3         86359AWA7     BBB+
                  B4         86359AWC3     BB

                 Structured Asset Securities Corp.
                          Series 2003-16

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A1         86359AYG2     AAA
                  A2         86359AYH0     AAA
                  A3         86359AYJ6     AAA
                  A4         86359AYK3     AAA
                  A5         86359AYL1     AAA
                  AP         86359AYN7     AAA
                  AX         86359AYP2     AAA
                  PAX        86359AYQ0     AAA
                  B1         86359AYR8     AA
                  B2         86359AYS6     A
                  B3         86359AYT4     BBB
                  B4         86359AYD9     BB
                  B5         86359AYE7     B

                 Structured Asset Securities Corp.
                          Series 2003-22A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359AYV9     AAA
                  1-AX       86359AYW7     AAA
                  2-A1       86359AYX5     AAA
                  2-A2       86359AYY3     AAA
                  2-AX       86359AYZ0     AAA
                  3-A1       86359AZA4     AAA
                  3-AX       86359AZB2     AAA
                  4-A        86359AZC0     AAA
                  4-AX       86359AZD8     AAA
                  B1         86359AZE6     AA
                  B2         86359AZF3     A
                  B3         86359AZG1     BBB
                  B4         86359AZJ5     BB

                  Structured Asset Securities Corp.
                          Series 2003-20

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359AD75     AAA
                  1-AX       86359AD83     AAA
                  1-PAX      86359AD91     AAA
                  1-AP       86359AE25     AAA
                  2-A1       86359AE33     AAA
                  2-A2       86359AE41     AAA
                  2-A3       86359AE58     AAA
                  2-A4       86359AE66     AAA
                  2-AP       86359AE82     AAA
                  3-A1       86359AF81     AAA
                  3-PAX      86359AF99     AAA
                  3-AP       86359AG23     AAA
                  A-X        86359AE90     AAA
                  B1         86359AF24     AA
                  B2         86359AF32     A
                  2B1        86359AF40     AA
                  2B2        86359AF57     A
                  B3         86359AF65     BBB
                  B4         86359AB36     BB
                  2B4        86359AB69     BB
                  B5         86359AB44     B
                  2B5        86359AB77     B

                 Structured Asset Securities Corp.
                          Series 2003-23H

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1A1        86359AB93     AAA
                  1A-IO      86359AC27     AAA
                  1A-PO      86359AC35     AAA
                  2A1        86359AC43     AAA
                  2A-IO      86359AC50     AAA
                  1B1        86359AC68     AA
                  1B2        86359AC76     A
                  2B1        86359AC84     AA
                  2B2        86359AC92     A
                  B3         86359AD26     BBB
                  B4         86359AD42     BB
                  B5         86359AD59     B

                 Structured Asset Securities Corp.
                          Series 2003-24A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359AG31     AAA
                  1-A2       86359AG49     AAA
                  1-A3       86359AH71     AAA
                  2-A        86359AG64     AAA
                  3-A1       86359AG80     AAA
                  3-A2       86359AG98     AAA
                  4-A        86359AH30     AAA
                  4-AX       86359AH48     AAA
                  4-PAX      86359AH55     AAA
                  5-A        86359AH63     AAA
                  B1         86359AH89     AA
                  B2         86359AH97     A
                  B3         86359AJ20     BBB
                  B4         86359AJ46     BB
                  B5         86359AJ53     B

                 Structured Asset Securities Corp.
                          Series 2003-21

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359AM42     AAA
                  1-A2       86359AM59     AAA
                  1-A3       86359AM67     AAA
                  1-A4       86359AM75     AAA
                  1-AX       86359AM83     AAA
                  1-PAX      86359AM91     AAA
                  1-AP       86359AN25     AAA
                  2-A1       86359AN33     AAA
                  2-A2       86359AN41     AAA
                  2-A3       86359AN58     AAA
                  2-A4       86359AN66     AAA
                  2-A5       86359AN74     AAA
                  2-A6       86359AN82     AAA
                  2-AX       86359AN90     AAA
                  2-AP       86359AP23     AAA
                  1B1        86359AP31     AA
                  1B2        86359AP49     A
                  B3(1)      86359AP72     BBB
                  1B4        86359AL68     BB
                  1B5        86359AL76     B
                  2B1        86359AP56     AA
                  2B2        86359AP64     A
                  B3(2)                    BBB
                  2B4        86359AL92     BB
                  2B5        86359AM26     B

                 Structured Asset Securities Corp.
                          Series 2003-29

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359AV83     AAA
                  1-AX       86359AV91     AAA
                  1-AP       86359AW25     AAA
                  2-A1       86359AW33     AAA
                  2-AX       86359AW41     AAA
                  2-AP       86359AW58     AAA
                  3-A1       86359AW66     AAA
                  4-A1       86359AW74     AAA
                  4-A2       86359AW82     AAA
                  4-A3       86359AW90     AAA
                  4-A4       86359AX24     AAA
                  4-A5       86359AX32     AAA
                  4-AX       86359AX40     AAA
                  4-PAX      86359AX57     AAA
                  5-A1       86359AX65     AAA
                  5-A2       86359AX73     AAA
                  5-A3       86359AX81     AAA
                  5-A4       86359AX99     AAA
                  5-AX       86359AY23     AAA
                  1B1        86359AY31     AA
                  1B2        86359AY49     A
                  B1         86359AY56     AA
                  B2         86359AY64     A
                  B3         86359AY72     BBB
                  1B4        86359AY98     BB
                  B4         86359AZ48     BB
                  B5         86359AZ55     B

                 Structured Asset Securities Corp.
                          Series 2003-30

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359A3X9     AAA
                  1-A2       86359A3Y7     AAA
                  1-A3       86359A3Z4     AAA
                  1-A4       86359A4A8     AAA
                  1-A5       86359A4B6     AAA
                  1-AP       86359A4C4     AAA
                  2-A1       86359A4D2     AAA
                  2-A2       86359A4E0     AAA
                  3-A1       86359A4F7     AAA
                  3-A2       86359A4G5     AAA
                  3-A3       86359A4H3     AAA
                  3-A4       86359A4J9     AAA
                  3-A5       86359A4K6     AAA
                  3-A6       86359A4L4     AAA
                  3-AP       86359A4M2     AAA
                  AX         86359A4N0     AAA
                  PAX        86359A4P5     AAA
                  B1         86359A4Q3     AA
                  B2         86359A4R1     A
                  B3         86359A4S9     BBB
                  B4         86359A3U5     BB
                  B5         86359A3V3     B

                 Structured Asset Securities Corp.
                          Series 2003-31A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A        86359A2X0     AAA
                  2-A1       86359A2Y8     AAA
                  2-A7       86359A3E1     AAA
                  2-A8       86359A3F8     AAA
                  2-AX       86359A3G6     AAA
                  2-PAX      86359A3H4     AAA
                  3A         86359A3J0     AAA
                  B1         86359A3K7     AA
                  B2         86359A3L5     A
                  B3         86359A3M3     BBB
                  B4         86359A3P6     BB

                 Structured Asset Securities Corp.
                          Series 2003-32

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359A6T5     AAA
                  2-A1       86359A6U2     AAA
                  2-AP       86359A6V0     AAA
                  3-A1       86359A6W8     AAA
                  4-A1       86359A6X6     AAA
                  5-A1       86359A6Y4     AAA
                  AX         86359A6Z1     AAA
                  PAX        86359A7A5     AAA
                  B1         86359A7B3     AA
                  B2         86359A7C1     A
                  B3         86359A7D9     BBB
                  B4         86359A7F4     BB
                  B5         86359A7G2     B

                 Structured Asset Securities Corp.
                          Series 2003-34A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A        86359A4U4     AAA
                  2-A1       86359A4V2     AAA
                  2-A2       86359A4W0     AAA
                  2-A3       86359A4X8     AAA
                  3-A1       86359A4Z3     AAA
                  3-A2       86359A5A7     AAA
                  3-A3       86359A5B5     AAA
                  3-A4       86359A5C3     AAA
                  3-A5       86359A5D1     AAA
                  3-A6       86359A5E9     AAA
                  3-AX       86359A5F6     AAA
                  4-A        86359A5G4     AAA
                  4-AX       86359A5H2     AAA
                  5-A4       86359A5M1     AAA
                  5-A5       86359A5N9     AAA
                  5-A6       86359A5P4     AAA
                  5-AX       86359A5T6     AAA
                  5-PAX      86359A5U3     AAA
                  6-A        86359A5V1     AAA
                  B1-I       86359A5W9     AA
                  B1-II      86359A6A6     AA
                  B2-I       86359A5Y5     A
                  B3         86359A6C2     BBB
                  B4         86359A6E8     BB
                  B1-I-X     86359A5X7     AA
                  B2-I-X     86359A5Z2     A
                  B2-II      86359A6B4     A

                 Structured Asset Securities Corp.
                          Series 2003-33H

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1A1        86359BAA9     AAA
                  1A-IO      86359BAB7     AAA
                  1A-PO      86359BAC5     AAA
                  2A1        86359BAD3     AAA
                  2A-IO      86359BAE1     AAA
                  1B1        86359BAF8     AA
                  1B2        86359BAG6     A
                  2B1        86359BAH4     AA
                  2B2        86359BAJ0     A
                  B3         86359BAK7     BBB
                  B4         86359BAM3     BB
                  B5         86359BAN1     B

                 Structured Asset Securities Corp.
                          Series 2003-35

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359BDF5     AAA
                  2-A1       86359BDG3     AAA
                  2-A2       86359BDH1     AAA
                  2-A3       86359BDJ7     AAA
                  2-A4       86359BDK4     AAA
                  3-A1       86359BDL2     AAA
                  3-A2       86359BDM0     AAA
                  3-A3       86359BDN8     AAA
                  3-AP       86359BDP3     AAA
                  4-A1       86359BDQ1     AAA
                  AX         86359BDR9     AAA
                  PAX        86359BDS7     AAA
                  B1         86359BDT5     AA
                  B2         86359BDU2     A
                  B3         86359BDV0     BBB
                  B4         86359BDC2     BB
                  B5         86359BDD0     B

                 Structured Asset Securities Corp.
                          Series 2003-37A

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1A         86359BBR1     AAA
                  2-A        86359BBS9     AAA
                  3-A5       86359BBX8     AAA
                  3-A6       86359BBY6     AAA
                  3-A7       86359BBZ3     AAA
                  3-A8       86359BCA7     AAA
                  3-AX       86359BCB5     AAA
                  3-PAX      86359BCC3     AAA
                  4-A        86359BCD1     AAA
                  4-AX       86359BCE9     AAA
                  5-A        86359BCF6     AAA
                  5-AX       86359BCG4     AAA
                  5-PAX      86359BCH2     AAA
                  6-A        86359BCJ8     AAA
                  7-A        86359BCK5     AAA
                  8-A1       86359BCL3     AAA
                  8-A2       86359BCM1     AAA
                  B1-I       86359BCP4     AA
                  B1-I-X     86359BCQ2     AA
                  B1-II      86359BCT6     AA
                  B1-II-X    86359BCU3     AA
                  B2-I       86359BCR0     A
                  B2-I-X     86359BCS8     A
                  B2-II      86359BCV1     A
                  B2-II-X    86359BCW9     A
                  B3         86359BCX7     BBB
                  B4         86359BCZ2     BB
                  B5         86359BDA6     B

                 Structured Asset Securities Corp.
                          Series 2003-38

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359BEX5     AAA
                  2-A1       86359BEY3     AAA
                  2-A2       86359BEZ0     AAA
                  2-A3       86359BFA4     AAA
                  2-A4       86359BFB2     AAA
                  2-AP       86359BFC0     AAA
                  AX         86359BFD8     AAA
                  PAX        86359BFE6     AAA
                  B1         86359BFF3     AA
                  B2         86359BFG1     A
                  B3         86359BFH9     BBB
                  B4         86359BFK2     BB

                 Structured Asset Securities Corp.
                          Series 2004-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359BMD0     AAA
                  2-A1       86359BME8     AAA
                  3-A1       86359BMF5     AAA
                  3-PAX      86359BMG3     AAA
                  4-A1       86359BMH1     AAA
                  AP         86359BMJ7     AAA
                  AX         86359BMP3     AAA
                  B1         86359BMK4     AA
                  B2         86359BML2     A
                  B3         86359BMM0     BBB
                  B4         86359BKN0     BB

                 Structured Asset Securities Corp.
                          Series 2004-7

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359BQK0     AAA
                  2-A1       86359BQL8     AAA
                  3-A1       86359BQM6     AAA
                  3-AX       86359BQQ7     AAA
                  3-AP       86359BQP9     AAA
                  B-1        86359BQR5     AA
                  B2         86359BQS3     A
                  B3         86359BQT1     BBB
                  B4         86359BRL7     BB
                  B5         86359BRM5     B
                  3-PAX      86359BQN4     AAA

                 Structured Asset Securities Corp.
                          Series 2004-10

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359BSC6     AAA
                  B1         86359BSD4     AA
                  B2         86359BSE2     A
                  B3         86359BSF9     BBB
                  B4         86359BSH5     BB

                 Structured Asset Securities Corp.
                          Series 2004-13

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359BVL2     AAA
                  1-A2       86359BVM0     AAA
                  1-A3       86359BVN8     AAA
                  R          86359BVS7     AAA
                  2-A1       86359BVT5     AAA
                  B1         86359BVP3     AA
                  B2         86359BVQ1     A
                  B3         86359BVR9     BBB
                  B4         86359BVU2     BB

                 Structured Asset Securities Corp.
                          Series 2004-15

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359BZP9     AAA
                  2-A1       86359BZQ7     AAA
                  2-AP       86359BZR5     AAA
                  3-A1       86359BZS3     AAA
                  3-A2       86359BZT1     AAA
                  3-A3       86359BZU8     AAA
                  3-A4       86359BZV6     AAA
                  3-A5       86359BZW4     AAA
                  3-A6       86359BZX2     AAA
                  3-A7       86359BZY0     AAA
                  3-A8       86359BB26     AAA
                  3-AP       86359BZZ7     AAA
                  3-AX       86359BA27     AAA
                  3-PAX      86359BA35     AAA
                  4-A1       86359BA43     AAA
                  AX         86359BB34     AAA
                  PAX        86359BA50     AAA
                  B-1        86359BA68     AA
                  B-2        86359BA76     A
                  B-3        86359BA84     BBB
                  B-4        86359BZL8     BB
                  B-5        86359BZM6     B

                 Structured Asset Securities Corp.
                          Series 2004-20

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359BH20     AAA
                  1-A2       86359BH38     AAA
                  1-A3       86359BH46     AAA
                  1-A4       86359BH53     AAA
                  1-A5       86359BH61     AAA
                  2-A1       86359BH79     AAA
                  3-A1       86359BH87     AAA
                  4-A1       86359BH95     AAA
                  5-A1       86359BJ28     AAA
                  5-A2       86359BJ36     AAA
                  5-A3       86359BJ44     AAA
                  6-A1       86359BJ51     AAA
                  7-A1       86359BJ69     AAA
                  8-A1       86359BJ77     AAA
                  8-A2       86359BJ85     AAA
                  8-A3       86359BJ93     AAA
                  8-A4       86359BK26     AAA
                  8-A5       86359BK34     AAA
                  8-A6       86359BK42     AAA
                  8-A7       86359BK59     AAA
                  AP         86359BK67     AAA
                  AX         86359BK75     AAA
                  AX         86359BK83     AAA
                  PAX        86359BK91     AAA
                  PAX        86359BL25     AAA
                  B1         86359BL33     AA
                  B2         86359BL41     A
                  B3         86359BL58     BBB
                  B4         86359BG70     BB
                  B5         86359BG88     B

                 Structured Asset Securities Corp.
                          Series 2003-8

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86359ARV7     AAA
                  1-A2       86359ARW5     AAA
                  1-A4       86359ARY1     AAA
                  1-A5       86359ARZ8     AAA
                  1-A6       86359ASA2     AAA
                  1-AX       86359ASB0     AAA
                  1-AP       86359ASC8     AAA
                  2-A1       86359ASD6     AAA
                  2-A3       86359ASF1     AAA
                  2-A4       86359ASG9     AAA
                  2-A5       86359ASH7     AAA
                  2-A6       86359ASJ3     AAA
                  2-A7       86359ASK0     AAA
                  2-A8       86359ASL8     AAA
                  2-A9       86359ASM6     AAA
                  2-A10      86359ASN4     AAA
                  2-A11      86359ASP9     AAA
                  2-A12      86359ASQ7     AAA
                  2-A13      86359ASR5     AAA
                  2-AX       86359ASS3     AAA
                  2-PAX      86359AST1     AAA
                  2-AP       86359ASU8     AAA
                  1B2        86359ASW4     A
                  B3 (1)                   BBB
                  B3 (2)                   BBB
                  1B4        86359ATB9     BB
                  2B4        86359ATE3     BB
                  1B5        86359ATC7     B

                 Structured Asset Securities Corp.
                          Series 2004-22

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A2         86359BR37     AAA
                  AIO        86359BR45     AAA
                  B1         86359BR52     AA
                  B2         86359BR60     A
                  B3         86359BR78     BBB
                  B4         86359BR94     BB
                  B5         86359BS85     B


TRIAD GUARANTY: Moody's Cuts Financial Strength Rating to B1
------------------------------------------------------------
Moody's Investors Service has downgraded the insurance financial
strength rating of Triad Guaranty Insurance Corporation to B1 from
Baa3.  The rating action concludes a review for possible downgrade
that was initiated on Jan. 31, 2008 and continued on April 2,
2008, and reflects the deterioration in TGIC's capital adequacy
and the company's pending run-off status.

The rating agency said that incurred losses on TGIC's exposures
originated prior to 2008 have meaningfully eroded the company's
capitalization and that those exposures remain vulnerable to
further economic deterioration.  The outlook for the rating is
negative.

On June 19, 2008, Triad disclosed that Freddie Mac had informed
the company that the appeal of TGIC's suspension as an approved
mortgage insurer had been denied, and that TGIC would cease
writing new business and enter run-off on July 15, 2008.

In evaluating capital adequacy, Moody's has segmented the insured
portfolio by vintage, delivery channel and borrower quality.  
Portfolio loss estimates were derived using a stochastic
simulation model which applies estimates of expected and stress
losses for each strata of risk.  The model also incorporates the
impact of projected premiums on the insured portfolio, as well as
the benefit of reinsurance provided by mortgage lender captives
and through other third-party reinsurance arrangements.

Capital resources were then compared to the present value of
projected net losses using a standard benchmark for capital
adequacy at a range of rating levels.  Moody's also considered the
company's capital position relative to regulatory capital
requirements.

Moody's said that the performance of TGIC's insured portfolio has
deteriorated meaningfully, not only for its traditional primary
mortgage insurance portfolio, but even more so for its higher-risk
modified pool insurance policies which account for more than 40%
of Moody's estimate of expected losses.  

For TGIC's mortgage insurance portfolio overall, capital adequacy
on a risk-adjusted basis is currently consistent with Moody's Ba-
level rating threshold.  TGIC's risk to capital ratio, which stood
at 27.7x at 1Q2008, is currently in breach of regulatory limits.

The negative rating outlook reflects the potential for further
adverse development within TGIC's insured portfolio and other
risks typically faced by run-off entities, including the potential
for degradation in the effectiveness of claims mitigation efforts.

Moody's downgraded this rating and changed the rating outlook to
negative:

  -- Triad Guaranty Insurance Corporation -- insurance financial
     strength to B1 from Baa3.

Triad Guaranty Insurance Corporation is the main insurance
operating company of Triad Guaranty Inc..  Triad provides private
mortgage insurance coverage in the United States.  For the three
months ended March 31, 2008, Triad reported a GAAP net loss of
$150 million.  As of March 31, 2008, Triad had shareholders'
equity of $338 million and cash and invested assets of
$841 million.


UNI-MARTS LLC: Wants to File Schedules & Statements Until July 9
----------------------------------------------------------------
Uni-Marts LLC and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to extend until July
9, 2008, the period which which they may file schedules of assets
and liabilities, and statement of financial affairs.

The Debtors tell the Court that they may not be in a position to
complete the schedules and statements with the time specified in
the Bankruptcy Rule and Local Rule 1007-1(b), given the size and
complexity of their business, which includes 283 convenience
stores and tobacco outlets in Pennsylvania, Ohio, and New York.

The Debtors need sufficient time to gather, review and organize
information from books and records from multiple locations in
Pennsylvania, Ohio, and New York.

                         About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as their claims,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  When the Debtors filed for protection, they
listed assets and debts between $50 million and $100 million.


UNI-MARTS LLC: Wants to Hire Protiviti as Financial Advisor
-----------------------------------------------------------
Uni-Marts LLC and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ Protiviti Inc. as their financial advisor.

As the Debtors' financial advisor, Protiviti will:

   a) review and revise 13-week cash flow projections and  
      portfolio valuations to accompany debtor-in-possesion or
      trade credit motions, and external projections and
      valuations;

   b) extend collateral and adequate protection analysis;

   c) assist with required filings;

   d) prepare bankruptcy schedules for each Debtors;

   e) prepare a statement of financial affairs for each Debtor;

   f) provide the Debtors' accounting department with assistance
      and guidance regarding Chapter 11 protocols and policies;

   g) assist with vendor communications and negotiations of post-  
      petition trade terms and utility deposits;

   h) assist with projecting wind-down expenses for any
      discontinued operations;

   i) coordinate required communications with vendors and other
      creditors;

   j) interface with creditor groups, and prepare any  
      required upon reporting;

   k) assist monthly operating reports;

   l) assist Debtors' accounting department with post-petition   
      cash management;

   m) assist counsel in preparing exhibits and rendering testimony
      as needed to address contested motions;

   n) assist with plan of reorganization formulation and
      generation of Disclosure Statement, including definition and
      composition of classes;

   o) accumulate, reconcile, and adjudicate claims filed;

   p) assist with claims disbursement; and

  q) provide other analytical support and testimony, including
     with respect to recovery actions.

The firm's professionals and their compensation rates are:

     Designations                 Hourly Rates
     ------------                 ------------
     Managing Director              $440-$495
     Directors                      $285-$450
     Assoc. Directors               $285-$450
     Sr. Managers/Managers          $240-$330
     Sr. Consultants/Consultants    $190-$290
     Analysts/Administrative         $85-$185

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

                          About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as their claims,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  When the Debtors filed for protection, they
listed assets and debts between $50 million and $100 million.


VIRGIN MOBILE: Inks $39 Million Merger Agreement with Helio LLC
---------------------------------------------------------------
Virgin Mobile USA Inc. entered into an agreement to acquire Helio
LLC, a joint venture between SK Telecom and EarthLink Inc., for
limited partnership units equivalent to 13 million shares of
Virgin Mobile USA class A common stock, with a value of
$39 million based on the closing price of Virgin Mobile USA's
class A shares on June 26, 2008.

The transaction is expected to close in the third quarter of 2008,
subject to receiving regulatory approvals and satisfaction of
other customary closing conditions.

"We believe that the acquisition of Helio and the related
strategic investments by SK Telecom and Virgin Group are of
enormous benefit to our business, both financially and
strategically," Dan Schulman, chief executive officer, Virgin
Mobile USA, said.  "The reduction of our long-term debt and the
increase to our revolver will realign our capital structure,
providing us with greater liquidity and increased flexibility to
grow our business."

"At the same time, we will acquire an asset, which will add to our
scale, allowing us to reduce our network costs and assure that
Helio's customers are immediately profitable when brought on to
our cost structure," Mr. Schulman said.  "We expect the combined
elements of this deal will drive increased Adjusted EBITDA and
free cash flow."

              Accelerating Virgin Mobile USA's Growth

Upon closing, this transaction is expected to achieve a number of
important steps for Virgin Mobile USA.  Strategically, the
acquisition of Helio allows Virgin Mobile USA to add a set of data
applications to its products and services, enhancing its offer to
its customer base.  Entry into the postpaid market will also give
the company access to approximately 140 million prospective
customers.  Including reductions in Virgin Mobile USA's network
rates and an improved capital structure, this transaction is
expected to be accretive to Adjusted EBITDA in 2008, excluding
non-recurring transition costs, and to be accretive to Adjusted
EBITDA and free cash flow in 2009.

With the acquisition of Helio, Virgin Mobile USA will gain an
established and highly advanced postpaid billing and customer care
platform.  In addition, Helio has approximately 170,000 existing
subscribers with an ARPU of approximately $80 and a handset
inventory of approximately 85,000 units with a book value of
approximately $17 million.  Acquiring Helio's customers and
expanding its offer portfolio is expected to increase Virgin
Mobile USA's volume of minutes and drive down the company's cost
per minute under an amendment to its PCS Services agreement with
Sprint.

"This strategic acquisition integrates Virgin Mobile USA's brand
recognition, scale and extensive distribution with Helio's
accomplishments in advanced handset and content offerings," said
Mr. Schulman.  "It provides us with a firm foundation to create a
truly holistic, leading-edge product suite to service all of our
existing and prospective customers.  With about 20% of our
disconnects going to postpaid products, we believe this new
platform will be a powerful retention tool as we offer a unique
and desirable postpaid alternative to our customers."

Helio has been at the forefront in developing data services, in
partnership with You Tube, Google and MySpace.  Virgin Mobile USA
will use this unique intellectual property to strengthen its
competitive position in the prepaid, hybrid and postpaid markets
while moving its handset lineup upmarket.  Consequently, the
company expects to drive incremental growth in data revenues in
the future.

          Strategic Investments Made at $8.50 per Share

Virgin Mobile USA also disclosed that Virgin Group and SK Telecom
will each invest $25 million of equity capital in the company,
creating an aggregate investment of $50 million.  The investments
will take the form of mandatory convertible preferred stock,
convertible to Class A common stock at $8.50 per share, pending
shareholder approval.

The preferred shares will carry a four-year maturity and a 6%
annual dividend.  Upon approval of Virgin Mobile USA's
shareholders, the preferred stock will convert into Class A common
shares when the shares reach the conversion price or upon
maturity.

Through its holding of limited partnership units and preferred
stock, SK Telecom is expected to own the equivalent of
approximately 17% of Virgin Mobile USA, and will take two seats on
Virgin Mobile USA's board of directors.

"This transaction and our long-term, strategic investment in
Virgin Mobile USA continue SKT's strong momentum in the U.S.
market, and will allow Helio and Virgin Mobile USA to realize
significant synergies and strategic benefits,' Jin Woo So,
president, Global Business of SK Telecom said.  

"Virgin Mobile's scale, strong brand power and expertise in
prepaid with Helio's leading technology, innovative services and
experience in postpaid
will together form a powerful new platform that will bring new
value and flexibility to customers," Mr. Woo So added.  "We
believe the strength of the business model will serve to enhance
the value we built at Helio, and we look forward to a long-term
partnership."

                    Improved Capital Structure

Virgin Mobile USA intends to use the proceeds from these strategic
investments by SK Telecom and Virgin Group to pay down a portion
of its existing senior secured loan.  SK Telecom and Virgin Group
have also agreed to provide an additional $35 million and
$25 million to increase Virgin Mobile USA's existing revolving
debt facility, which will support the company's ongoing strategic
growth.

The additional revolver is expected to be used in part to fund
debt and net working capital liabilities associated with
restructuring and improving the efficiency of Helio's ongoing
operating costs, up to a maximum of $25 million.  

After this additional investment, Virgin Mobile USA's total
revolving debt facility is expected to be $135 million.  At close,
approximately $15 million of the revolver is expected to be drawn
to repay Helio's outstanding debt and to fund one-time integration
costs and transaction fees, resulting in an estimated undrawn
balance of $75 million at close.

The company expects to use the revolver to fund up to an
additional $10 million in restructuring and integration costs over
the next 12 months, and for working capital as needed.  Virgin
Mobile USA intends to pay down $50 million of its existing senior
secured loan upon close of the deal, which was approximately
$269 million on March 31, 2008.

Under the terms of its amended credit agreement, the margin on the
outstanding balance of the senior secured loan will increase 100
basis points to LIBOR+550.

"The strategic investments made by Virgin Group and SK Telecom
will significantly improve the capital structure of our business
by increasing our liquidity, and allow us to pay down $50 million
of our senior secured loan," John Feehan, chief financial officer
of Virgin Mobile USA, said.  

"Combined with the Adjusted EBITDA accretion we anticipate, this
reduction in debt will substantially increase our covenant
headroom, while reducing our debt service on the senior secured
loan by a net 17.7%," Mr. Feehan continued.  "The improved capital
structure, with the incremental cash flow we expect to generate,
will provide us with a great deal more flexibility in funding the
growth of the business and in servicing our debt."

         Operational Synergies and Improved Network Rates

Under the terms of the agreement, Helio will make significant cost
reductions before the expected close of the transaction.  Also
after close, Virgin Mobile USA expects to make further
improvements to Helio's operating and customer acquisition
expenses, through handset volume discounts and improving Virgin
Mobile USA's network rates through an amendment to its PCS
Services agreement.

In aggregate, Virgin Mobile USA anticipates Helio's SG&A expense
to be reduced by more than 70% by the end of 2008, with the
majority of savings coming from the rationalization of
distribution and headcount reductions.  Virgin Mobile USA also
expects to see significant cost savings as it centralizes the
Helio offerings under the Virgin Mobile brand.

Virgin Mobile USA has also reached an agreement with Sprint to
revise the terms of its existing network contract, and expects to
achieve a minimum of an 8% reduction in its effective cost per
minute in 2009, with further reductions over the next three years.

Under the new amendment to the PCS Services agreement, Virgin
Mobile USA's cost per minute is tied to the volume of network
traffic it generates, and will no longer be dependent on Sprint's
network costs.  Virgin Mobile USA will achieve reductions to its
per minute rate upon achieving certain targets for the volume of
minutes used by its customers.  This new volume discount structure
allows Virgin Mobile USA additional flexibility in pricing, while
substantially reducing the company's third-party risk.

Additionally, effective July 1, 2008, Sprint will provide a $2.50
network usage credit to Virgin Mobile USA for each gross customer
addition, with a cap at $10 million.

                    Top-Tier Customer Platform

SK Telecom and Helio have built a proprietary postpaid customer
platform, with highly advanced web architecture.  This platform
features a broad range of fully integrated functionality for
postpaid, prepaid and hybrid customer support, including real-time
rating engine, billing platform, and credit review.

It will allow Virgin Mobile USA to immediately enter the postpaid
market, implementation for which on a stand-alone basis would
require a minimum of 12 months.

                Expanded Handset and Data Offerings

Helio has built its reputation by providing its approximately
170,000 customers with highly sophisticated data services, and
Virgin Mobile USA will leverage these advanced applications along
with Helio's established postpaid platform, social networking
content and feature-rich handsets to provide its customers with
the latest in wireless products and services.

This acquisition will allow Virgin Mobile USA to provide current
and future customers with unique user applications on Sprint's
high-speed EV-DO network, including Google maps with GPS, as well
as integrated You Tube and MySpace applications.

                          About Helio LLC

Helio LLC -- http;//www.helio.com/ -- is a joint venture between
SK Telecom (NYSE: SKM), Korea's mobile communications company, and
EarthLink (NASDAQ: ELNK), an Internet service provider.

                  About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of   
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

At March 31, 2008, the company's balance sheet showed total
assets                                 
of $259.1 million and total liabilities of $668.6 million,
resulting in a total stockholders' deficit $409.5 million.


WELLMAN INC: Outline & Summary of Chapter 11 Reorganization Plan
----------------------------------------------------------------
Wellman, Inc., and its affiliates filed with the U.S. Bankruptcy
Court for the Southern District of New York on June 25, 2008,
their Chapter 11 Joint Plan of Reorganization, which provides for
the continued operation of Wellman?s business going forward.

"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, chief
executive officer of Wellman, Inc., in a June 27 news release.

The Debtors initially considered the sale of substantially all of
their assets but eventually changed course after the two bids
they received for the assets failed to gain support from their
stakeholders.  They then amended their Credit Agreement dated
Feb. 26, 2008, with the DIP Lenders in order to be able to pursue
a reorganization plan.

Under the Plan, the first lien term lenders are entitled to
receive a pro rata share of the note to be issued by the
reorganized company in exchange for the lenders' existing loan
claims.

Meanwhile, the second lien term lenders will receive a pro rata
share of the new common stock after the Plan's effective date, as
well as 90% of the beneficial interests from a distribution trust
set up to prosecute various litigation claims originally owned by
Wellman.  These lenders are also entitled to participate in an
offering of $80,000,000 of 8% convertible notes.

Shareholders of common and preferred stock of Wellman will not
receive any distribution while unsecured creditors will get the
remainder of the payouts from the litigation trust.

Keith Phillips, chief financial officer of Wellman, said the
company intends to obtain about $200,000,000 in exit financing
and $80,000,000 in cash proceeds from a rights offering to fund
the Plan.

"The debt under the exit financing is expected to be guaranteed
by Wellman's subsidiaries and secured by a first-lien pledge of
substantially all of the working capital assets and intellectual
property of Wellman and its subsidiaries," Mr. Phillips said.

Wellman also seeks to raise about $80,000,000 in notes that may
be converted into common stock of Wellman Holdings, Inc., through
the offering.

All shares of Wellman's preferred and common stock will be
cancelled and extinguished after the effective date of the Plan,
according to Mr. Phillips.  He pointed out, however, that the
$400,000,000 in Unsecured Industrial Development Revenue Bonds
issued by the State of Mississippi for Wellman of Mississippi
will remain in place after the Debtors' emergence from
bankruptcy.

According to Bloomberg News, Wellman was unable to work out a
sale acceptable to First and Second Lien Lenders, thus resorted
to filing of a Chapter 11 plan to give the two groups most of the
value in the reorganized company.

The Plan provides that Wellman will retain the use of the First
Lien Lenders? collateral -- the ?PP&E? -- and provide the First
Lien Lenders with a secured note in an amount equal to the value
of their interest in the PP&E.  The First Lien Lenders may
litigate the valuation of the PP&E.  In the event that they
prevail in the valuation litigation, the terms of the secured
note may be altered.

Deutsche Bank Securities, which arranged the $225,000,000
postpetition loan package for the Debtors, required Wellman to
come up with, and obtain the Bankruptcy Court?s approval of,
procedures for the sale of substantially all its assets within 90
days after 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.

Wellman says the Plan is preferable to other alternatives and
asserts the Plan provides for a larger distribution to Wellman?s
creditors than would otherwise result in a liquidation under
Chapter 7 of the Bankruptcy Code.  Wellman added that any
alternative other than confirmation of the Plan could result in
extensive delays and increased administrative expenses resulting
in smaller distributions to holders of allowed claims than
proposed under the Plan.  Wellman asks holders of claims who are
entitled to vote on the Plan support confirmation of the Plan and
vote to accept the Plan.

A full-text copy of Wellman's Plan of Reorganization is available
for free at:

   http://bankrupt.com/misc/WellmanChapter11Plan

A full-text copy of the disclosure statement explaining Wellman's
Plan is available for free at:

   http://bankrupt.com/misc/WellmanDisclosureStatement

                        Distribution Trust

A distribution trust will be established and will hold certain
causes of action and will be entitled to the proceeds of the
causes of action.  The Wellman Distribution Trust will issue
beneficial interests in the trust, 90% of which will be owned by
the Second Lien Lenders and 10% of which will be owned by holders
of general unsecured claims.

Mr. Phillips said the Wellman Distribution Trust will be
capitalized with $250,000 in cash and will be administered by a
managing trustee and three supervisory trustees.

"Generally, the managing trustee will have the authority to
manage, dispose of, and invest the assets of the distribution
trust but will be required to obtain the consent of the
supervisory trustees to take certain actions," Mr. Phillips
pointed out.

Ownership in the distribution trust will be evidenced by
beneficial interests, the ownership of which will be reflected on
the books and records of the trust, Mr. Phillips said, adding
that the interests in the trust will be non-voting and will not
confer any rights to the holders as shareholders.

According to Mr. Phillips, the interests in the distribution
trust will not be transferable by a holder except:

   (1) to any relative, spouse, or relative of the spouse of the
       holder;

   (2) to any trust or estate in which the holder has more than
       50% interest of the beneficial interest, excluding
       contingent interests;

   (3) to any corporation, partnership or other organization in
       which the holder is the beneficial owner of more than
       50% of the equity securities, excluding directors
       qualifying shares, so long as the transferor and  
       transferee certify that there is no current intention of
       changing the direct and indirect ownership of the   
       transferee,

   (4) to any party holding more than 50% of the voting
       securities of the holder; and

   (5) upon the death of the holder in accordance with the
       operation of law.

Pursuant to the Distribution Trust Agreement, reports containing
unaudited financial information reflecting the activities of the
distribution trust concerning its assets and distributions will
be issued quarterly and annually.

                        Board of Directors

The term of the current members of the board of directors of
Wellman will expire as of the effective date of the Plan.  The
initial board of directors and the officers of each of the
reorganized Debtors will also be appointed, according to
Mr. Henes.

Wellman's initial board of directors will be composed of seven
members, four of whom will be selected by SOLA LTD, BlackRock
Advisors and any other holder of the Second Lien Term Loan Debt
signatory to the Backstop Commitment Agreement dated June 25,
2008.  Meanwhile, the two other members will be selected by Solus
L.P., BlackRock Advisors, AIG Global Investment Corp., and
Deutsche Bank Securities, Inc.  The final member initially will
be the current chief executive officer of reorganized Wellman.

Pursuant to the amended and restated certificate of
incorporation, the sitting directors of Wellman may be removed by
a vote of a majority of stockholders entitled to vote generally
in the election of directors.  Further, any vacancy occurring on
the board may be filled only by a majority of the directors then
in office, even though less than a quorum.

A hearing to consider the Plan has not yet been scheduled.  Under
the amended Credit Agreement among the Debtors and their lenders,
the Debtors are required to obtain approval of the disclosure
statement by August 4, 2008 and confirmation of the Plan by
Sept. 15, 2008.

                          Exit Financing

Wellman intends to raise $80,000,000 in notes that may be
converted into common stock of Wellman Holdings through a rights
offering.  The Plan provides that each holder of a second lien
term loan claim will be granted the right to subscribe for up to
its pro rata share of $80,000,000 principal amount of 8% PIK
Convertible Notes of Wellman pursuant to the rights offering.  
The rights offering will be backstopped by SOLA LTD, BlackRock
Advisors, or certain affiliates, funds or managed accounts, as
well as any second lienholder that becomes a signatory to the
Backstop Commitment Agreement.  

Pursuant to the Backstop Commitment Agreement dated June 25,
2008, the backstop parties have agreed to purchase Convertible
Notes that are not sold in the rights offering on a several, not
joint, basis at a price equal to the par value of the notes
($1,000 per note).  

The parties backstopping the rights offering will receive a fee
of $5,000,000 payable in additional Convertible Notes.  The
Convertible Notes mature in 2018 and will be convertible into
63.75% of the common stock of Wellman Holdings, Inc., plus
conversion of PIK interest into the common stock.  Each holder of
a Convertible Note will be entitled to vote on an as-converted
basis on all matters on which shareholders of Wellman vote.  The
Convertible Notes are not subject to optional redemption by
Company until after the second anniversary of their issuance.  At
maturity, the holders of the Convertible Notes must be paid in
cash in full for any accrued and unpaid principal and interest or
if the issuer is unable to fully satisfy the obligations by a
cash payment, the Convertible Notes will automatically convert to
99% of the outstanding equity of the issuer.

The proceeds of the rights offering will be used to (a) fund
administrative expenses and unsecured creditor recoveries, (b)
fund the payment of any cure costs under the executory contracts
or unexpired leases to be assumed by Wellman, (c) pay down all or
a portion of the obligations outstanding under the DIP Facility
and (d) provide general working capital for Wellman.

    Claims Classification & Treatment Under Chapter 11 Plan

The classification and treatment of claims pursuant to the
Debtors' Chapter 11 Joint Plan of Reorganization are:

Class  Description           Claim Treatment          Recovery
-----  -----------           ---------------          -------
  N/A   DIP Facility Claims   Repaid In full             100%

  N/A   Admin. Claims         Paid in full               100%

  N/A   Priority Tax Claims   Will be treated            100%
                              Pursuant to 11 U.S.C.
                              Section 1129(a)(9)(C)

   1    Other Secured Claims  Paid in full               100%
                              (Unimpaired)

   2    First Lien Term       Receive pro rata share     ___%
        Loan Claims           of the note issued by
                              reorganized Wellman
                              pursuant to the New
                              First Lien Note
                              Agreement (Impaired)
  
   3    Second Lien Term      Receive pro rata share     ___%
        Loan Claims           of (i) 100% of new common
                              stock; and (ii) 90% of
                              the beneficial interests
                              in the Distribution Trust
                              (Impaired)
   
   4    General Unsecured     Receive pro rata share of
        Claims                10% of the beneficial      ___%
                              interests in the
                              Distribution Trust    
                              (Impaired)

   5    Old Preferred         No distribution              0%
        Interests             (Impaired)

   6    Old Common            No distribution              0%
        Interests             (Impaired)

   7    Intercompany          Legal, equitable, and      
        Interests             contractual rights of      100%
                              the holders will be
                              unaltered (Unimpaired)

Lenders under Classes 2 to 4 are impaired and will be entitled to
vote on the plan.  Holders of interests in Classes 5 to 6 will
receive no recovery and will be deemed to reject the Plan.  
Parties under Classes 1 and 6 will be deemed to accept the Plan
on account of the full recovery of their claims or interests.

Except as otherwise provided, nothing under the Reorganization
Plan will affect the Debtors' rights with respect to any
unimpaired claims, including their rights to set-off, recoup or
set legal and equitable defenses against any unimpaired claims.

If there are issues over whether or not the claims and interests,
or any class of claims or interests, are impaired, the Court will
determine, after notice and a hearing , the controversy on or
before it issues its order confirming the Plan.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and        
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber
a three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-
10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in
New York City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


WELLMAN INC: Hearing to Approve Disclosure Statement Set July 31
----------------------------------------------------------------
Wellman, Inc., and its affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to approve the disclosure
statement outlining their Chapter 11 Joint Plan of
Reorganization.

The Debtors filed with the Court their Plan, together with their
disclosure statement, on June 25, 2008 as required under the
amended Credit Agreement with their lenders.

Jonathan Henes, Esq., at Kirkland & Ellis LLP, in New York, says
the Disclosure Statement contains adequate information that would
help creditors make informed judgments about and vote on the
Plan.  The disclosure statement, he points out, includes
information regarding:

   * the Debtors and their assets, liabilities, and businesses;

   * the general economic conditions preceding the Debtors'
     decision to commence their Chapter 11 cases;

   * the significant events that have occurred during their
     bankruptcy cases;

   * the classification and treatment of claims and equity
     interests under the Plan;

   * other material terms of the Plan and its implementation;
     and

   * the projected financial performance, valuation and other
     financial information of reorganized Wellman.

A hearing to consider approval of the Disclosure Statement is on
July 31, 2008, at 10:00 a.m., Eastern Time.  Parties have until
July 23, 2008 at 5:00 p.m., to file their objections with the
Court.   

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)  


WELLMAN INC: Asks Court to Approve Plan Voting Procedures
---------------------------------------------------------
For purposes of soliciting votes in connection with the
confirmation of their Chapter 11 Plan of Reorganization, Wellman,
Inc. and its debtor affiliates request the the U.S. Bankruptcy
Court for the Southern District of New York to approve procedures
for:

   (i) the distribution of solicitation packages;

  (ii) voting on the Plan;

(iii) notice of the confirmation hearing and objection to the
       Plan; and

  (iv) the participation of the second lien term lenders in a
       "rights offering."  

The Debtors asks the Court to set the date it issues an order
approving the Disclosure Statement as the record date to
determine which creditors are entitled to vote on the Plan.
  
The Debtors propose to mail solicitation packages to parties that
filed claims on or before the record date that have not yet been
paid or expunged, and those listed in their schedules that hold
liquidated and undisputed claims.  Registered holders of the
Debtors' debt and equity securities and other known creditors as
of the record date will also receive solicitation packages.

Meanwhile, creditors that filed duplicate claims which are
classified under the Plan in the same class will be provided only
one solicitation package and one ballot, says Jonathan Henes,
Esq., at Kirkland & Ellis LLP, in New York.

The solicitation packages will contain copies of the Court's
order approving the disclosure statement, notice of confirmation
hearing, a form of ballot or master ballot, and other
solicitation materials.  The packages do not include other
documents supporting the Plan.

"To accommodate creditors and shareholders that wish to review
the Plan supplement, the Debtors will separately file copies of
the supplement with the Court no later than 10 days prior to the
confirmation hearing," Mr. Henes points out.  He says the
distribution of the solicitation packages is expected to be
completed no later than seven days after the record date.

                        Voting Procedures

For purposes of voting on the Plan, the Debtors ask the Court to
approve the form of ballots, which they intend to send to the
first and second lien term lenders and unsecured creditors.  
Claimants not entitled to accept or reject the Plan will be sent
a notice of non-voting status.

Brokers, banks and other nominees for the beneficial owners of
the first and second lien term loan will be sent ballots and
solicitation packages to distribute to those owners, Mr. Henes
says, adding that the nominees have two options for voting.

Under the first option, the nominee has to (i) forward the
solicitation package to each beneficial owner for voting and
include a return envelope provided by and addressed to that
nominee; (ii) summarize the individual votes of its respective
beneficial owners after receiving the ballots; and (iii) submit
the ballots to Kurtzman Carson Consultants LLC.

Under the second option, if the nominee elects to validate first
the ballots, it has to forward to the beneficial owner within
five days after receiving the packages the disclosure statement
and its accompanying documents, a ballot that has been   
validated, and a return envelope provided by and addressed to
Kurtzman.

According to Mr. Henes, the nominee needs to complete and execute
the ballot and indicate on it the name of the registered holder
as well as the securities account and amount it holds for the
beneficial owner.  The validated ballot must be returned to
Kurtzman in order for its vote to be counted, he points out.

In connection to this, the Debtors ask the Court to set a
deadline for claimants to deliver their ballots to Kurtzman and
to allow them to implement these general procedures for
tabulating the ballots:

   (a) Ballots received after the voting deadline will not be
       counted.

   (b) Beneficial holders must vote all of their claims related
       to the term loan debt, and may not split their votes.

   (c) Any ballot that partially votes for or against the Plan
       will not be counted.

   (d) The method of delivering the ballots to Kurtzman is at
       the election and risk of the claimant and nominee.

   (e) A ballot received by facsimile, e-mail or any other
       electronic means will not be counted.

   (f) Ballot sent to the Debtors, their financial or legal
       advisors, and indenture trustee will not be counted.

   (g) If multiple ballots are received with respect to the
       same claim before the voting deadline, the last one
       received will supersede the other ballots.

   (h) If a ballot is signed by a trustee or other person
       acting in a fiduciary or representative capacity, he
       must indicate such capacity when signing.  The Debtors
       may request proper evidence before accepting the ballot.

   (i) The Debtors may waive, without notice, any defect in a
       ballot whether before or after the voting deadline.

   (j) Any holder of impaired claims who has delivered a valid
       ballot may withdraw its vote solely in accordance with
       Rule 3018(a) of the Federal Rules of Bankruptcy
       Procedure.

   (k) If no votes are received with respect to a particular
       class, that class will be deemed to have accepted the
       Plan.

   (l) Any irregularities in delivering the ballots must be
       cured by the voting deadline unless waived by the
       Debtors or ordered by the Court.

With respect to the "rights offering," the Debtors request that
the second lien term lenders be permitted to purchase up to its
pro rata share of $80,000,000 of 8% convertible notes.   

                       Confirmation Hearing

In accordance with the Bankruptcy Rules, the Debtors further ask
the Court to set a deadline for filing objections to the
confirmation of the Plan and to schedule a hearing to consider
its confirmation.  

The Debtors intend to file a notice of the hearing and have it
published 25 days before the objection deadline and the hearing
date in The Wall Street Journal, USA Today, Florence Morning
News, The Charlotte Observer and Sun Herald.

                          *     *     *

The Court will consider approval of the Solicitation Procedures
on July 31, 2008, at 10:00 a.m., Eastern Time.  Objections are
due July 23, 2008 at 5:00 p.m.

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)  


WESTMORELAND COAL: Completes Affiliate's $125MM Debt Refinancing
----------------------------------------------------------------
Westmoreland Coal Company completed the debt refinancing of its
subsidiary, Westmoreland Mining LLC.  The new financing, arranged
by PNC Capital Markets LLC, consists of a $125 million term loan
and a $25 million revolving line of credit with PNC Bank N.A.

Westmoreland Mining LLC's operations encompasses the Beulah,
Jewett, Rosebud, and Savage Mines.

The proceeds of the new financing will be used to pay-off existing
Westmoreland Mining debt, allow a one-time dividend to
Westmoreland Coal Company, and provide adequate liquidity to meet
the expected needs of the existing Westmoreland Mining LLC
operations.

"The new financing meets our objectives to better match
Westmoreland Mining's debt amortization payments with cash flows
and permits Westmoreland Mining LLC to make the capital
investments necessary to meet customer requirements," Keith E.
Alessi, Westmoreland's executive chairman,commented.

"This refinancing is a direct result of the accomplishments made
by the company over the past year and is very beneficial in a
number of ways," D.L. Lobb, Westmoreland's president and CEO said.  
"The improved terms of several of our long-term coal sales
contracts, including those at our two largest mines, Jewett and
Rosebud, means that about 90% of our coal tons sold by
Westmoreland Mining are sold under cost-plus terms or other
provisions that cover increases in commodity costs."

"These solid coal sales contracts provide for predictability of
earnings and cash flow and it was this predictability that allowed
us to obtain financing that better meets our needs," Mr. Lobb
continued.  "The size and structure of the financing provides
flexibility and additional liquidity to invest in our business,
particularly in the area of capital investment in our mining
operations."

                 About Westmoreland Coal Company

Headquarterd in Colorado Springs, Colorado, Westmoreland Coal
Company (AMEX: WLB) -- http://www.westmoreland.com/-- is an  
independent coal company in the United States.  The company mines
coal, which is used to produce electric power, and the company
owns power-generating plants.  

The company's coal operations include coal mining in the Powder
River Basin in Montana and lignite mining operations in Montana,
North Dakota and Texas.  Its current power operations include
ownership and operation of the two-unit ROVA coal-fired power
plant in North Carolina.

At March 31, 2008, the company's consolidated balance sheet showed
$783.2 million in total assets and $961.0 million in total
liabilities, resulting in a $177.8 million total stockholders'
deficit.


WESTOVER PLAZA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Westover Plaza, Inc.
        2777 Summer St., Ste. 202
        Stamford, CT 06905

Bankruptcy Case No.: 08-50713

Chapter 11 Petition Date: June 26, 2008

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Email: rmmatty@mitchellculp.com
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Dr., Ste. 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  http://www.mitchellculp.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


WHITEHALL JEWELERS: Seeks Approval for Proposed Bidding Procedures
------------------------------------------------------------------
Whitehall Jewelers Holdings Inc. and its debtor-affiliates
requested the U.S. Bankruptcy Court for the District of Delaware:

   a. for authority to enter into an asset purchase agreement
      with Great American Group LLC, Hudson Capital Partners LLC
      and Silverman Jeweler Consultants Inc.;

   b. to approve payment of a break-up fee of $940,000 payable
      from the proceeds of a sale to or conducted by a competing
      bidder;

   c. to approve an auction procedures proposed by the Debtors
      in connection with an auction to solicit bids;

   d. to establish procedures in connection with the rejection
      of certain leasees for non-residential real property and
      the abandonment of property of inconsequential value;

   e. to set auction date and sale hearing; and

   f. to grant certain ancillary and other related relief.

The Debtors requested that the Court schedule a hearing to
consider approval of the bidding procedures on July 1, 2008.

Prior to the bankruptcy filing, the Debtors said they initiated a
two-track process to solicit bids for either (i) a transaction
pursuant to which all or a portion of their stores would continue
operations or "a going concern bid," or (ii) a liquidation of the
inventory at all their store locations.

The Debtors said they engaged J.D. Ford & Company to solicit
potential going concern bids.  JDF, according to the Debtors, is a
highly qualified investment banking services firm with extensive
expertise both inside and outside the chapter 11 context, and in
the retail jewelry industry in particular.

At the same time, the Debtors' proposed financial advisor, FTI
Consulting Inc., provided information packages to major inventory
liquidation firms on June 16, 2008.  The Debtors received two
potential liquidation bids.  The Debtors, FTI and other
professionals negotiated with parties that submitted liquidation
bids in order to select a stalking horse bid.

The Debtors proposed to conduct an auction on July 16, 2008, at
11:00 a.m., with bids to be received by no later than 12:00 noon
on July 15.  The Debtors requested  a sale hearing to be set for
July 17, 2008, subject to Court availability.  The Debtors also
requested that the Court set July 11, 2008, at 4:00 p.m. as the
deadline for serving objections to the proposed sale.  Also, under
the terms of the Debtors' proposed debtor-in-possession financing
facility, a sale order must be entered by July 18, 2008, or an
event of default will occur.  Further, a stalking horse agency
agreement requires that the going-out-of-business, or "GOB," sales
commence no later than July 19, 2008, and end at all stores no
later than Dec. 31, 2008, unless an extension is mutually agreed
upon.

The agent will receive from any remaining proceeds an amount not
to exceed 6% of the aggregate cost value of the remaining
merchandise.  To the extent that proceeds remain after payment of
the agent's base fee, the remaining proceeds will be equally split
between the Debtors and the agent.  The agent will receive a
commission of 25% from the sale of any furnishings, fixtures, or
equipment as part of the GOB sale.

                    About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- own and operate 375   
stores jewelry stores in 39 states.  The company operates stores
in regional and regional shopping malls under the names Whitehall
and Lundstrom.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC as their claims, noticing and
balloting agent.  The U.S. Trustee for Region 3 has not appointed
creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WHITEHALL JEWELERS: Obtains Approval to Hire Epiq as Claims Agent
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Whitehall Jewelers Holdings Inc. and its debtor-affiliates
permission to employ Epiq Bankruptcy Solutions LLC as their
claims, noticing and balloting agent.

On June 26, 2008, the Troubled Company Reporter said that Epiq
will, among others, provide other claims processing, noticing,
balloting and related administrative services as may be requested
from time to time by the Debtors.

In addition, the firm will assist the Debtors (i) prepare
schedules, statements of financial affairs and creditor lists;
(ii) assist in the reconciliation and resolution of claims; and
(iii) prepare, mail and tabulate ballots of certain creditors for
the purpose of voting to accept or reject a plan.

The firm's professionals and their compensation rates are:

      Designations                Hourly Rates
      ------------                ------------
      Senior Consultant              $265
      Senior Case Manager          $202-$247
      Case Manager (Level 2)       $166-$198
      IT Programming Consultant    $126-$171
      Case Manager (Level 1)       $112-$157
      Clerk                         $36-$54
  
To the best of the Debtors' knowledge, the firm does not hold any
interest adverse to the Debtors' estates and their creditors, and
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

   Epiq Systems Inc.
   737 North Michigan Avenue
   Suite 1260
   Chicago, IL 60611
   Tel: (312) 944-5100
   Fax: (312) 944-5111

       or

   824 South Main Street
   Suite 202
   Crystal Lake, IL 60014
   Tel: (815) 444-1440
   Fax: (815) 444-7026
   http://www.epiqsystems.com/

                    About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- own and operate 375   
stores jewelry stores in 39 states.  The company operates stores
in regional and regional shopping malls under the names Whitehall
and Lundstrom.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC as their claims, noticing and
balloting agent.  The U.S. Trustee for Region 3 has not appointed
creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


XM SATELLITE: To Commence Exchange Offer for Sr. Convertible Notes
------------------------------------------------------------------
XM Satellite Radio Holdings Inc. reached an agreement with holders
of approximately 94.6% of its $400 million aggregate principal
amount of 1.75% Senior Convertible Notes due 2009.  Pursuant to
the agreement, XM will commence, prior to July 10, 2008, an
exchange offer to exchange new senior convertible notes due 2009
of XM for the existing notes.

The new notes will bear interest at a rate of 10%, but will
otherwise contain substantially the same terms as the existing
notes.  The 10% interest rate on the new notes will begin to
accrue on July 2, 2008.

The noteholders that are party to the agreement have agreed not to
assert any claim that the proposed merger of XM with a subsidiary
of Sirius Satellite Radio constitutes a Fundamental Change under
the existing indenture, which, if any, would require an offer be
made by XM to repurchase the existing notes at par within a
specified period after the merger.

The exchange offer will be conditioned on the closing of the
merger and to other customary conditions for an offer of this
nature.  The Offer will not be subject to a minimum condition.

XM's board of directors is not making any recommendation to
holders of the existing notes as to whether or not they must
tender any existing notes pursuant to the exchange offer.

                 About XM Satellite Radio Holdings

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite     
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

At March 31, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.7 billion in total liabilities,
$60.2 million in minority interest, resulting in a $1.1 billion
total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said its ratings on XM
Satellite Radio Holdings Inc. and XM  atellite Radio Inc.
(CCC+/Watch Developing/--) remain on CreditWatch with developing
implications, where S&P originally placed them on March 4, 2008,
due to S&P's concerns over standalone refinancing risks XM might
face if its merger with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--) wasn't approved.


* S&P Cuts Ratings on Two Classes of Certs. from COMM 2007-FL14
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of commercial mortgage pass-through certificates from COMM
2007-FL14 and removed them from CreditWatch developing, where they
were placed on April 4, 2008.  At the same time, S&P's lowered its
ratings on four other classes from this transaction.  

S&P's also raised its rating on one class and removed it from
CreditWatch positive.  In addition, S&P's affirmed its ratings on
four classes and removed them from CreditWatch developing, and
affirmed one rating and removed it from CreditWatch positive.  
Finally, S&P's affirmed its ratings on the 21 other classes from
this series.

The downgrades reflect Standard & Poor's revaluation of the 1330
Avenue of the Americas and New Jersey Office portfolio loans.  
Together, these loans represent 25% of the pooled balance.  
Current operating performance for the two properties is not
meeting Standard & Poor's expectations at issuance.  The remaining
nine loans in the transaction, representing 75% of the pooled
balance, are secured by collateral that is performing at or close
to S&P's initial expectations.

The raised and affirmed ratings reflect increased credit
enhancement levels resulting from the removal of the Macklowe EOP
Manhattan Portfolio loan from the trust as well as Standard &
Poor's analysis of the remaining loans in the pool.

As of the June 16, 2008, remittance report, the trust collateral
consisted of the senior participation interests in seven floating-
rate mortgage loans, two floating-rate whole-mortgage loans, and
two pari passu mortgage loans.   All of the loans are indexed to
one-month LIBOR.  The pool balance has declined 54% to
$994.5 million since issuance.  Details on the two underperforming
loans are:

  -- 1330 Avenue of the Americas, the second-largest loan in the
     pool, has a whole-loan balance of $240.0 million that is
     split into two pieces: a $187.0 million senior component that
     makes up 19% of the pooled trust balance and a $53.0 million
     subordinate nonpooled component that provides the sole source
     of cash flow for the "AOA" raked certificate classes.  

     In addition, the borrower's equity interests in the property
     secure a $260.0 million mezzanine loan.  The 1330 Avenue of
     the Americas loan is secured by a 40-story, 535,600-sq.-ft.   
     class A office tower in Midtown Manhattan.  This loan appears
     on the master servicer's watchlist because it reported a low
     debt service coverage of 0.56x as of September 2007 and
     low occupancy of 69% as of June 2008.  

     The low occupancy is due to a major tenant vacating the
     premises when its lease expired in August 2007.  Standard &
     Poor's valuation has declined 11% since issuance, which
     reflects occupancy levels that were lower than our
     expectations.  The loan matures in January 2009 and has three
     one-year extension options remaining.

  -- The New Jersey Office portfolio, the sixth-largest loan in
     the pool, has a whole-loan balance of $82.2 million that is
     divided into two pieces: a $63.1 million senior participation
     interest that makes up 6% of the pooled trust balance and a
     $19.1 million junior participation interest, $4.7 million of
     which has been funded to date, that is held outside the   
     trust.  

     Three suburban office properties in Franklin Township, N.J.,
     with a total of 1.2 million sq. ft. secure this loan.  
     Reported occupancy for this loan was 53% for the three months
     ended March 31, 2008, and DSC was 0.45x for the 12 months
     ended Dec. 31, 2007.  Standard & Poor's used a stabilized
     approach to derive its net cash flow, which is down 17% since
     issuance.  

     The decline in NCF is primarily due to a substantial increase
     in operating expenses.  The master servicer, Wells Fargo Bank
     N.A., placed this loan on its watchlist because the loan had
     a January 2008 maturity date.  The borrower has since
     exercised one of its three one-year extension options.
     
In addition to the aforementioned loans, Wells Fargo placed three
additional loans on its watchlist.  Details of these three loans
include:

  -- The Sheraton Austin Hotel loan is the seventh-largest loan in
     the pool and has a whole-loan balance of $64.5 million that
     is split into two pieces: a $37.5 million senior
     participation interest and a $27.0 million junior
     participation interest that is held outside the trust.  

     The senior interest is further divided into a $29.6 million
     senior component that makes up 3% of the pooled trust balance
     and a $7.9 million nonpooled subordinate component that
     provides the sole source of cash flow for the "SA1" raked
     certificate class, which Standard & Poor's does not rate.   
     The borrower's equity interests secure a mezzanine loan for
     up to $16.0 million.  

     The loan is collateralized by a 15-story 365-room full-
     service hotel in Austin, Texas.  The property is currently
     undergoing extensive renovation.  This loan is on the
     servicer's watchlist because it reported a low DSC of 0.85x
     and an occupancy of 60% as of December 2007.  Standard &
     Poor's NCF is comparable to its level at issuance.

The loan matures in February 2010 and has two one-year extension
options.

  -- The Rose Orchard Technology Park loan is the eighth-largest
     loan in the pool and has a whole-loan balance of
     $50.0 million that is split into two pieces: a $29.1 million
     senior participation interest that makes up 3% of the pooled
     trust balance and a $20.9 million junior participation
     interest, $20.3 million of which has been funded to date,
     that is held outside the trust.  

     A 310,200-sq.-ft. suburban office complex in San Jose,
     Calif., secures this loan.  The loan appears on the  
     servicer's watchlist because it reported a low DSC of 0.78x
     and occupancy of 63% as of December 2007.  The December 2007
     occupancy rate does not reflect a recently signed lease by a
     major tenant that will occupy 30% of the gross leasable area
     commencing in August 2008, which will bring the total
     occupancy to 93%.  

     When Standard & Poor's incorporates the future tenant into
     our analysis, our NCF is down 6% from its level at issuance.  
     The loan is scheduled to mature in January 2009 and has three
     one-year extension options remaining.
     
  -- The Pan-American Life Center loan is the ninth-largest loan
     in the pool and has a whole-loan balance of $47.2 million
     that is divided into two pieces: a $26.8 million senior
     participation interest that makes up 3% of the pooled trust
     balance and a $20.4 million nontrust junior participation
     interest.  

     A 684,000-sq.-ft. class A office building in New Orleans,  
     Louisiana., secures this loan.  The loan is on the servicer's   
     watchlist because it reported a low DSC of 0.93x as of   
     December 2007 and 76% occupancy as of March 2008.  Two new
     tenants have since signed leases that began in May 2008.  
     
     Combined, these tenants occupy 14% of the property's GLA and
     brought the total occupancy to 90%.  Standard & Poor's
     valuation has increased 11% since issuance.  The loan is   
     scheduled to mature in January 2009 and has three one-year
     extension options remaining.

  -- The "GLB" rake certificates derive 100% of their cash flow
     from the MSREF/Glenborough portfolio loan, which is the
     largest-loan in the pool and has a whole-loan balance of
     $526.5 million.  The loan is split into a $415.5 million
     senior participation interest that is included in the trust
     and a $111.0 million junior participation interest that is
     held outside the trust.  

     The senior participation interest is further divided into a
     $343.7 million senior pooled component that makes up 35% of
     the pooled trust balance and a $71.8 million subordinate
     nonpooled component that is raked to the GLB certificates.  
     In addition, the borrower's equity interests in the
     properties secure a $310.9 million mezzanine loan.  

     A $50.0 million letter of credit to cover tenant   
     improvements, leasing commissions, and capital expenditures
     and a $15.0 million LOC to cover debt service shortfalls
     serve as additional collateral.  

     Following the release of four properties that paid down $23.5
     million of the whole-loan balance, the loan is currently
     secured by 16 office properties totaling 2.8 million sq. ft.
     in various locations.  
     
     Occupancy was 94% as of March 2008.  Standard & Poor's
     valuation is comparable to its level at issuance.  The loan
     matures in December 2008, and has three one-year extension
     options remaining.
     
  -- The "PG" rake certificates derive 100% of their cash flow
     from the Poughkeepsie Galleria loan, the third-largest loan
     in the pool, which has a whole-loan balance of
     $176.0 million.  The loan is composed of a $121.1 million
     senior participation interest that makes up 12% of the pooled
     trust balance, a $21.4 million nonpooled junior participation
     interest that supports the PG rake certificates, and a
     $33.5 million junior participation interest that is held
     outside the trust.  

     In addition, the borrower's equity interests in the property
     secure a mezzanine loan of up to $86.8 million, none of which
     has been funded to date.  An enclosed, two-level area
     including 692,900 sq. ft. of a 1.2 million-sq.-ft. super
     regional mall in Poughkeepsie, N.Y., secures this loan.  

     Wells Fargo reported a DSC of 1.34x as of December 2007 and
     occupancy of 95% as of May 2008.  Standard & Poor's valuation
     is comparable to its levels at issuance.  The loan matures in
     February 2009 and has three one-year extension options
     remaining.
     
  -- The "PH" rake certificates derive 100% of their cash flow
     from the San Francisco Parc 55 loan, the fifth-largest loan
     in the pool, which has a whole-loan balance of
     $125.0 million.  

     The loan, which is secured by a 32-story, 1,009-key full-
     service hotel in downtown San Francisco, California, consists
     of a $67.6 million senior pooled component that makes up 7%
     of the pooled trust balance, a $13.4 million subordinate
     nonpooled component that is raked to the PH certificates, and
     a $44.0 million nontrust junior participation interest,
     $25.6 million of which has been funded to date.  

     The master servicer reported a DSC of 1.56x and occupancy of
     88% as of December 2007.  Standard & Poor's valuation has
     declined 11% since issuance because of lower average room
     rates, which is mainly because of an ongoing renovation
     project at the hotel.  The loan matures in February 2009 and
     has three one-year extension options remaining.

      RATINGS LOWERED AND REMOVED FROM CREDITWATCH DEVELOPING

                          COMM 2007-FL14
          Commercial mortgage pass-through certificates  

                  Rating
                  ------
         Class  To       From           Credit enhancement          
         J      BBB-     BBB/Watch Dev         1.01%
         K      BB       BBB-/Watch Dev         N/A

                          RATINGS LOWERED

                          COMM 2007-FL14
          Commercial mortgage pass-through certificates
         
                  Rating
                  ------
         Class  To       From           Credit enhancement
         AOA1   A        A+                     N/A       
         AOA2   BBB+     A-                     N/A
         AOA3   BB+      BBB-                   N/A
         AOA4   BB-      BB+                    N/A

        RATING RAISED AND REMOVED FROM CREDITWATCH POSITIVE
   
                          COMM 2007-FL14
           Commercial mortgage pass-through certificates

                  Rating
                  ------
         Class  To       From           Credit enhancement      
         C      AA+      AA/Watch Pos         14.50%

      RATING AFFIRMED AND REMOVED FROM CREDITWATCH POSITIVE

                          COMM 2007-FL14
           Commercial mortgage pass-through certificates
      
                  Rating
                  ------
         Class  To       From           Credit enhancement
         D      AA       AA/Watch Pos         11.02%

     RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH DEVELOPING

                          COMM 2007-FL14
           Commercial mortgage pass-through certificates

                  Rating
                  ------
         Class  To       From           Credit enhancement
         E      AA-      AA-/Watch Dev        7.54%
         F      A        A/Watch Dev          4.06%
         G      A        A/Watch Dev          2.90%
         H      A-       A-/Watch Dev         1.74%

                         RATINGS AFFIRMED
   
                          COMM 2007-FL14
           Commercial mortgage pass-through certificates

            Class       Rating      Credit enhancement
            -----       ------      ------------------          
            A-1         AAA               66.77%
            A-J         AAA               23.48%
            B           AAA               18.55%
            X-1         AAA                N/A
            X-2         AAA                N/A
            X-3-DB      AAA                N/A
            X-3-SG      AAA                N/A
            X-4         AAA                N/A
            X-5-DB      AAA                N/A
            X-5-SG      AAA                N/A
            GLB1        A                  N/A
            GLB2        BBB+               N/A
            GLB3        BBB-               N/A
            GLB4        BB+                N/A
            PG1         A+                 N/A
            PG2         A-                 N/A
            PG3         BBB                N/A
            PG4         BBB-               N/A
            PH1         BBB+               N/A
            PH2         BBB                N/A
            PH3         BBB-               N/A
           
            N/AŚNot applicable.


* Fitch Expects Quality in Credit Card Market to Get Worse
----------------------------------------------------------
Fitch Ratings said that as we approach the midpoint of 2008, a
weakened U.S. economy continues to exert pressure on the consumer,
as observed through the continued deterioration of credit card
portfolio performance.  Issuer credit losses have approached, and
in some cases surpassed, five-year historical averages and many
management teams are predicting worsening metrics for the latter
part of 2008 as home price depreciation, rising unemployment
rates, and higher energy prices continue to put pressure on
consumer wallets.  While Fitch believes card issuers have taken
steps to manage the near-term pain, Fitch expects the credit
quality picture to get worse before it gets better.

In this Fitch Special Report released: 'Credit Cards: Asset
Quality Review', Fitch discusses current asset quality trends in
the credit card market and provides updated growth and asset
quality statistics for some of the largest credit card issuers.

>From a funding perspective, disruptions in the capital markets
combined with deteriorating asset quality expectations have
impacted issuers' growth plans for 2008, particularly for those
who remain reliant on securitizations for funding.  Credit card
asset-backed securities transactions completed to date in 2008
exhibit higher spreads and shorter durations.  The decline in base
interest rates has offset a portion of the wider spreads, but the
all-in cost of issuance has increased as issuers have largely
retained notes rated below 'AAA', which requires a higher capital
commitment to account for the higher-risk asset on the balance
sheet.  Additionally, refinancing risk has increased as issuers
have generally issued shorter-duration paper, expecting funding
costs to 'rationalize' somewhat before the notes mature.  Still,
Fitch recognizes that many of the larger card issuers have access
to cheaper and more stable deposits and are less reliant on ABS
for funding.

While asset quality metrics have deteriorated and funding costs
have increased, large credit card issuers have generally
maintained Stable Rating Outlooks, as portfolio risks have been
offset with greater contingent liquidity and higher capital
levels.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          89       30
AFC Enterprises         AFCE        (40)         155      (20)
APP Pharmaceutic        APPX        (73)       1,077      227
Ariad Pham              ARIA         (8)         101       65
Bare Escentuals         BARE        (76)         236       99
Blount Intl             BLT         (44)         407      138
CableVision System      CVC      (5,114)       9,180     (476)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (228)       1,905      146
Cheniere Energy         LNG         (16)       2,962      428
Choice Hotels           CHH        (157)         328      (42)
Cincinnati Bell         CBB        (668)       2,020        0
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP          (5)         820      201
Corel Corp.             CRE         (14)         266      (15)
Crown Media HL          CRWN       (684)         676        4
CV Therapheutics        CVTX       (185)         259      177
Cyberonics              CYBX        (15)         136      (15)
Cytori Therapeut        CYTX        (11)          18        2
Deltek Inc              PROJ        (86)         166      (28)
Denny's Corp            DENN       (179)         381       74
Domino's Pizza          DPZ      (1,450)         473       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Einstein Noah Re        BACL        (34)         149        4
Extendicare Real        EXE-U       (32)       1,440      (15)
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (331)
Human Genome Sci        HGSI        (12)         949       47
ICO Global C-New        ICOG       (131)         602      101
IDEARC Inc              IAR      (8,600)       1,667      205
IMAX Corp               IMAX        (85)         208       (8)
IMAX Corp               IMX         (85)         208       (8)
Incyte Corp             INCY       (160)         276      228
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      209
IPCS Inc                IPCS        (40)         547       76
Knology Inc             KNOL        (35)         619        7
Life Sciences Re        LSR         (29)         502        1
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Interac        LNET        (48)         694        8
Maxxam Inc              MXM        (242)         544      120
Mediacom Comm-A         MCCC       (253)       3,615     (268)
Moody's Corp            MCO        (784)       1,715     (360)
National Cinemed        NCMI       (572)         464       67
Navistar Intl           NAVZ     (1,699)      10,786      164
Nexstar Broadcasting    NXST        (89)         709      (11)
NPS Pharm Inc           NPSP       (188)         231      107
Primedia Inc            PRM        (129)         282        6
Protection One          PONE        (23)         673        6
Radnet Inc              RDNT        (53)         434       41
Regal Entertai-A        RGC        (119)       2,635       (2)
Riviera Holdings        RIV         (48)         218       14
RSC Holdings Inc        RRR         (44)       3,460     (128)
Rural Cellular-A        RCCC       (590)       1,350      110
Sally Beauty Hol        SBH        (745)       1,440      414
Sealy Corp.             ZZ         (113)       1,025       22
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (141)       3,265      828
Theravance              THRX        (66)         162      101
Tribune Co              TRB      (3,514)      13,150     (805)
UST Inc                 UST        (292)       1,487      446
Valence Tech            VLNC        (61)          20        8
Virgin Mobile-A         VM         (410)         259     (173)
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (47)       4,599     (764)
Weight Watchers         WTW        (926)       1,046     (172)
Westmoreland Coal       WLB        (178)         783      (85)
WR Grace & Co.          GRA        (285)       3,927   (1,091)
XM Satellite-A          XMSR     (1,038)       1,662     (293)


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 ***