TCR_Public/080702.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 2, 2008, Vol. 12, No. 155           

                             Headlines


82A DEVELOPMENTS: Files Schedules of Assets and Liabilities
82A DEVELOPMENTS: Wants to Employ Roquemore Pringle as Counsel
ALVAN MOTOR: Halts Trucking Operations, Files for Bankruptcy
AMERICAN CLAIMS: Regains Compliance With Nasdaq Bid Price Criteria
AMERICAN AXLE: Fitch Chips Issuer Default and Debt Ratings to BB-

ATHEROGENICS INC: Bid Price Violation Cues Nasdaq to Delist Stocks
ATHERTON-NEWPORT: Owes Star Athletes More than $8 Million
B/E AEROSPACE: Prices $600 Million Offering of 8.5% Senior Notes
BERYL FINANCE: Fitch Cuts $49.675MM Notes Rating to BB- from AA
BERYL FINANCE: Fitch Cuts 'AAA' Rating on $37.155MM Notes to 'BB'

BERYL FINANCE: Fitch Slashes Rating on $15.03 Million Notes to BB+
BP METALS: Debt Repayment Cues Moody's to Withdraw Ratings
BRUNSWICK CORP: Details Steps to Reduce Operating Costs by $300MM
BRUNSWICK CORP: S&P Puts Ratings on CreditWatch Negative
CAPITAL ONE: Moody's Assigns Ba2 Rating to Class D Certificates

CARDIAC MANAGEMENT: Case Summary & 152 Largest Unsecured Creditors
CASTLE REALTY: Files Schedules of Assets and Liabilities
CATERA VILLAS: Voluntary Chapter 11 Case Summary
CHARTER COMMS: Gets $338MM Tenders for 10.25% Notes Exchange Offer
CHARTER COMMS: $338MM Debt Exchange Offer Won't Affect S&P's Rtng.

CHESAPEAKE CORP: Moody's to Review Credit Ratings for Likely Cut
CHRISTOPHER WRENN: Files Schedules of Assets and Liabilities
CHRISTOPHER WRENN: Gets Nod to Employ Brady Nordgren as Counsel
CHRYSLER LLC: Reports Volume-Related Reductions in Assembly Plants
CHRYSLER LLC: June 2008 Sales Drop 36% to 117,457 Units

CHRYSLER LLC: Early 2008 Performance Exceeds Owners' Expectations
CHRYSLER LLC: Plastech Customers Raise DIP Package to $99.5MM
BLOCKBUSTER INC: Withdraws $1.3BB Proposal to Acquire Circuit City
CITY CROSSING: Files Schedules of Assets & Liabilities
CITY CROSSING: Section 341(a) Meeting Scheduled for July 10

CITY CROSSING: Taps Schwartzer & McPherson as Bankruptcy Counsel
CONGOLEUM CORP: Plan Needed by Year End to Avoid Case Conversion
CONTINENTAL AIRLINES: Mulls Joining United Air in Star Alliance
COUDERT BROTHERS: Plan Confirmation Hearing Set for August 19
COUNTRYWIDE FINANCIAL: BofA Closes Acquisition, Pays $2.5 Billion

DAVID FHIMA: Case Summary & 16 Largest Unsecured Creditors
DEL MONTE: Seafood Business Sale Won't Affect S&P's 'BB-' Rating
DELTA AIR: Passengers File Suit Alleging Merger Creates Monopoly
DIAMOND ENTERTAINMENT: Bernstein Raises Going Concern Doubt
DORMIA INC: Hires Hudson Capital to Conduct GOB Sales

DUKE FUNDING IV: Moody's Junks Ratings on Two Classes of Notes
EAGLE CREEK: Case Summary & 49 Largest Unsecured Creditors
ENERGY EXPLORATION: Dec. 31 Balance Sheet Upside-Down by $5.9MM
EPIC CYCLE: Files Schedules of Assets and Liabilities
FASHION HOUSE: Interim Financial Chief Michael Robbins Steps Down

FEY 240: Case Summary & Seven Largest Unsecured Creditors
FIRST NATIONAL: Moody's Places Ba2 Rating on Class D Notes
FONDREN SERVICE: Voluntary Chapter 11 Case Summary
FORD MOTOR: June 2008 Sales Fall 28% to 174,091 Units
FORD MOTOR: Plastech Customers Raise DIP Package to $99.5 Million

FOXCO ACQUISITION: S&P Junks Rating on Proposed Deal Changes
F&R MANAGEMENT: Case Summary & Two Largest Unsecured Creditors
FRIEDMAN INC: Gets OK to Implement Incentive & Retention Plans
FRONTIER AIRLINES: Can Hire FTI Consulting as Special Fin. Advisor
FRONTIER AIRLINES: Court Okays Seabury Group as Financial Advisors

FRONTIER OIL: S&P Puts 'BB-' Credit Rating Under Positive Watch
GENERAL MOTORS: June 2008 Dealer Sales in U.S. Drop 8% to 265,937
GENERAL MOTORS: Plastech Customers Raise DIP Package to $99.5MM
GERARDO ALEJO TOSCANINI: Files Schedules of Assets & Liabilities
GOODY'S FAMILY: Taps GE Commercial's $175 Million DIP Funding

GOODY'S FAMILY: Eliminates 40 Jobs at Knoxville Headquarters
GRAEAGLE DEV'T: Case Summary & Seven Largest Unsecured Creditors
GUARDIAN ENT: Bottlecap LLC Files Schedules of Assets & Debts
GUARDIAN ENT: Guardian Technologies Files Schedules of Assets
HAIM REIBENBACH : Voluntary Chapter 11 Case Summary

HANGER ORTHOPEDIC: Good Fin'l Expectations Cue S&P's Pos. Outlook
ICP D600A: Voluntary Chapter 11 Case Summary
IDLEAIRE TECH: Gets Final OK to Use Wells Fargo's $25MM DIP Fund
INDEPENDENCE TAX: March 31 Balance Sheet Upside-Down by $16.3MM
INDYMAC: Moody's Cuts Ratings of 129 Tranches from 28 Transactions

ISLAND LAND: Files Voluntary Chapter 11 Case Summary
INT'L THOROUGHBRED: Two Buyers Eyeing Princess Cruise Operations
JEVIC TRANSPORTATION: Wants Sale Bidding Procedures Approved
JPMORGAN CHASE: S&P Lowers Ratings on Eight Certificate Classes
JUDDE PROPERTIES: Case Summary & Four Largest Unsecured Creditors

K & E LLC: Case Summary & Six Largest Unsecured Creditors
KIMBALL HILL: Court Sets Claims Filing Deadline August 1
KING PHARMA: S&P Holds 'BB' Rating and Revises Outlook to Negative
KINGSLEY CAPITAL: Files Schedules of Assets and Liabilities
KINGSLEY CAPITAL: Wants to Employ Onsager Staelin as Counsel

KITTY HAWK: Court Confirms 2nd Amended Chapter 11 Liquidation Plan
KNIGHTSBRIDGE CLO: Moody's Assigns Ba2 Rating on Class E Notes
KONTAR INVESTMENTS: Case Summary & Six Largest Unsecured Creditors
LEVITT AND SONS: Intercompany Claims Bar Date Extended to Sept. 30
LEVITT AND SONS: Weinstock Seeks to Dismiss Adversary Proceeding

LILLIAN VERNON: Has Until October 31 to File Chapter 11 Plan
MASSEY ENERGY: Court OKs Derivative Suit Deal with Manville Trust
MCMORAN EXPLORATION: S&P Holds Rating and Revises Outlook to Pos.
M FABRIKANT: To Recoup $201 Million from Fortgang et al.
M FABRIKANT: Files Schedules of Assets and Liabilities

MORGAN STANLEY: S&P Chips Ratings on 11 Classes of Certificates
MOTE GROUP: Case Summary & 10 Largest Unsecured Creditors
NATIONAL ENERGY: Wants to Enter into Settlement With NEGT Entities
NAVISTAR INT'L: Likely to Extend Layoffs for 6 Months, Report Say
NEOPHARM INC: To Appeal NASDAQ Panel's Decision to Delist Stocks

NISSI INC: Voluntary Chapter 11 Case Summary
NON-INVASIVE MONITORING: Jane Hsiao Owns 6.5% Equity Stake
NORTHERN BAY: Files for Bankruptcy in Wisconsin
NORTHERN BAY: Case Summary & 20 Largest Unsecured Creditors
NORTHSTAR ENERGY: Case Summary & 20 Largest Unsecured Creditors

NORTHWEST AIRLINES: 28 Passengers File Lawsuit to Stop Merger
NORTHWEST AIRLINES: Judge Gropper Closes 12 Bankruptcy Cases
NORTHWEST AIRLINES: Seeks Approval on Foret Settlement Deal
NORTHWEST AIRLINES: Filing of Claim Objections Due August 28
NORTHWEST AIRLINES: Court Expunges R. Foster's $930,000 Claim

PARKER DRILLING: S&P Holds 'B+' Rating; Changes Outlook to Pos.
PATH TRUCK: Trucking Company Shuts Down Operations
PLASTECH ENGINEERED: Chrysler, et al., Raise DIP Package to $99MM
PLASTECH ENGINEERED: Wants UAW Deal on Exteriors Shutdown Approved
PLASTECH ENGINEERED: Wants Lenders & Unsec. Creditors' Deal Okayed

POLYONE CORP: Fitch Simultaneously Affirms and Withdraws Ratings
QUEBECOR WORLD: Wants to Execute Management Incentive Plans
QUEBECOR WORLD: May Use OpTrust Office Through September 30
QUEBECOR WORLD: Gets OK to Assume Amended Printing Deal with Dex
QUEBECOR WORLD: May Assume Contracts with Three Entities

R & B CAPITAL: Case Summary & 20 Largest Unsecured Creditors
RANCHO LA CIMA: Case Summary & Largest Unsecured Creditor
RANDY L. JONES: Files Schedules of Assets and Liabilities
REAL FORTUNE: Case Summary & Two Largest Unsecured Creditors
R.J. GATORS: Owner Kevin Dalton in Search of New Investor

ROUGE INDUSTRIES: Wants to File Chapter 11 Plan Until August 29
SENECA GAMING: Moody's Affirms Ba2 Corporate Family Rating
SHARPER IMAGE: U.S. Trustee & Card Holders Oppose Claims Bar Date
SHARPER IMAGE: Asks Authority to Hire Real Estate Consultant
SHENCORP INC: Case Summary & 12 Largest Unsecured Creditors

SIRVA INC: Pre-trial Conference on 800 Jorie Suit Set July 29
SIRVA INC: Panel Allowed to Retain Perella as Financial Advisor
STANDISH 10040: Moody's Cuts Rating on Notes Five Notches
STARBUCKS CORP: Intends to Close 600 Stores and Cut 12,000 Jobs
STURGIS IRON: Judge Hughes Sets August 25 as Claims Bar Date

THORNBURG MORTGAGE: Extends Preferred Stock Offer to September 30
TRIUMPH HEALTHCARE: S&P Changes Outlook to Stable from Negative
UAL CORP: Issues 8 Million Shares Under 2008 Incentive Plan
UAL CORP: Signs Framework Deal with Continental Airlines
UAL CORP: Supports Energy Commodity Futures Market Reform

UBS AG: Moody's Cuts Rating on Floating Rate Notes by Five Notches
UBS AMERUS: Moody's Cuts Rating on Notes by Five Notches
US AIRWAYS: USAPA Demands Conclusion of AmWest Merger
US AIRWAYS: Updates Financial and Operational Outlook for 2008
US AIRWAYS: Files Report on AmWest Provisions for Employees

US AIRWAYS: 212,560 Common Stock Acquired by Directors
VIKING MANAGEMENT: Voluntary Chapter 11 Case Summary
VIRGIN MOBILE: S&P's 'B-' Rating Unmoved by Helio Acquisition
WCI COMMUNITIES: Receives Call Notice from Noteholders
WORM BROTHERS: Case Summary & 12 Largest Unsecured Creditors

WYOMING ETHANOL: Parent Gets $4MM New Working Capital Facilities
X-RITE INC: Sagard Capital et al. Disclose 9.24% Equity Stake
ZESTRA LABORATORIES: Case Summary & 20 Largest Unsecured Creditors

* S&P Places 470 Cash Flow and Hybrid CDO Ratings Under Neg. Watch
* S&P Downgrades Ratings on 26 Classes of Notes to 'D'
* S&P Names Sectors Most Prone to Economic, Credit-Market Stir
* S&P Says Aerospace Manufacturers Could Gain from Order Backlogs
* S&P Says Credit Fundamentals For Capital Goods Cos. Highly Mixed

* Fitch Expects Global Steel Prices Will Even Out in 2008

* Messrs. Lau and Posner Join Otterbourg Steindler

* Upcoming Meetings, Conferences and Seminars

                             *********

82A DEVELOPMENTS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
82A Developments LLC filed with the U.S. Bankruptcy Court for the  
Central District of California, its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------             -----------     -----------
  A. Real Property                $24,000,000     
  B. Personal Property            
  C. Property Claimed as                            
     Exempt
  D. Creditors Holding
$15,730,000                                                   
     Secured Claims                                                     
  E. Creditors Holding                            
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                                  5,000
     Unsecured Non-priority
     Claims                                               
                                  -----------     -----------
     TOTAL                        $24,000,000     $15,735,000          

                      About 82A Developments

Based in Los Angeles, 82A Developments LLC is a subdivider and
developer.  The company filed for Chapter 11 protection on May 28,
2008 (C.D. Calif. 08-17460).  Wesley H. Avery, Esq., at Roquemore
Pringle & Moore, represents the Debtor as counsel.


82A DEVELOPMENTS: Wants to Employ Roquemore Pringle as Counsel
--------------------------------------------------------------
82A Developments LLC asks the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, for
authority to employ Roquemore Pringle & Moore, Inc. as its
bankruptcy counsel, nunc pro tunc to the Debtor's bankruptcy
filing.

The Debtor also asks the Court to allow Roquemore Pringle & Moore,
Inc. to draw on the remaining portion of its pre-petition
retainer, in accordance with the procedure set forth in Section
II.B of the Guide to Application for Employment of Professionals
and Treatment of Retainer promulgated by the Office of the United
States trustee.

As of May 28, 2008, $21,449.45 was on deposit as a retainer for
services to be provided and expenses to be incurred in connection
with the Debtor's chapter 11 case.

Wesley H. Avery, Esq., a principal of Roquemore Pringle & Moore,
Inc. assures the Court that the attorneys of the firm are
disinterested persons, who do not hold or represent any interest
adverse to the Debtor or its estate.

As compensation for their services, Roquemore Pringle's
professinals will bill at these rates:

     Professional              Hourly Rate
     ------------              -----------
     John P. Pringle, Esq.         $435
     Wesley H. Avery, Esq.         $415
     Kesley L. Morrison, Esq.      $350
     Maria Ajhar Thompson          $250
     Sharon Wu                     $190
     Rebecca Renfro                $190
     Marie Handley                 $190

                      About 82A Developments

Based in Los Angeles, 82A Developments LLC is a subdivider and
developer.  The company filed for Chapter 11 protection on May 28,
2008 (C.D. Calif. 08-17460).  Wesley H. Avery, Esq., at Roquemore
Pringle & Moore, represents the Debtor as counsel.

When the Debtor filed with the Court its schedules of assets and
liabilities on June 4, 2008, it listed total assets of $24,000,000
and total liabilities of $15,735,000.


ALVAN MOTOR: Halts Trucking Operations, Files for Bankruptcy
------------------------------------------------------------
Alvan Motor Freight Inc. filed for chapter 11 bankrutpcy
protection, citing the slowdown in business, rise in diesel fuel
prices, and difficulty in securing financing to fund company
operations.  The company closed its business over the weekend and
has arranged for another company to deliver its remaining freight,
Alex Nixon at Kalamazoo Gazette relates.

"I would say that six months ago I probably would have been able
to secure financing (to keep the company operating)," Kalamazoo
Gazette quotes James Van Zoeren, president and chief executive
officer of Alvan, as saying.  "But the market is dried up. We had
no where to turn.  We had no money left."

The recent strike at American Axle & Manufacturing Holding Inc.,
one of the company's biggest customers, also took its toll, Mr.
Nixon reports.

"The American Axle strike is absolutely killing us because of the
trickle-down effect with the closure of General Motors plants and
how that impacts our customers who are first- and second-tier
auto-parts suppliers," Mr. Van Zoeren said, according to Kalamazoo
Gazette.

Mr. Van Zoeren said he will liquidate all of the company's assets,
Kalamazoo Gazette says.

Kalamazoo, Michigan-based Alvan Motor Freight Inc. is a 67-year-
old trucking company was founded by the family of James Van
Zoeren, president and chief executive officer.  It employed 525
employees working at 14 freight terminals in Michigan, Ohio,
Indiana and Illinois.


AMERICAN CLAIMS: Regains Compliance With Nasdaq Bid Price Criteria
------------------------------------------------------------------
American Claims Evaluation Inc. has regained compliance to the
minimum bid price of the company's common stock.  The company
received notice from The Nasdaq Stock Market on June 25, 2008,
indicating the compliance of the company with Nasdaq Marketplace
Rule 4310(c)(4).

On Dec. 28, 2007, the company received a deficiency letter from
Nasdaq indicating that the company's shares were subject to
delisting from The Nasdaq Capital Market because for 30
consecutive business days the company's shares had a bid price
below the $1.00 minimum bid as required for continued listing set
forth in Nasdaq Marketplace Rule 4310(c)(4).

In accordance with rule, the company was provided a compliance
period of 180 calendar days, or until June 25, 2008, to regain
compliance with this requirement for continued inclusion on The
Nasdaq Capital Market.

Since then, the closing bid price of the company's shares has been
at $1.00 per share or greater for at least 10 consecutive business
days.  Accordingly, the company has regained compliance with the
rule and the matter is considered closed.

Additionally, the company entered into a non-binding letter of
intent with the president of its subsidiary, RPM Rehabilitation &
Associates Inc., to sell all of the of outstanding shares of RPM's
common stock in exchange for cash and an additional amount
contingent upon the future earnings of RPM.

                 About American Claims Evaluation

Headquartered in Jericho, New York, American Claims Evaluation
(Nasdaq: AMCE) provides vocational rehabilitation and disability
management services designed to increase injured workers'
abilities in order to reintegrate them into their respective
communities through its wholly owned subsidiary, RPM
Rehabilitation & Associates Inc.  The company was incorporated in
April 1982.

RPM provides vocational rehabilitation and case management
services to the Washington State Department of Labor & Industries.  


AMERICAN AXLE: Fitch Chips Issuer Default and Debt Ratings to BB-
-----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of American Axle & Manufacturing, Inc. to
'BB-' from 'BB'.  The Rating Outlook is Negative.

The downgrade reflects American Axle's reliance on sales and
production of General Motors' large pickup and SUV platforms, and
the deterioration in American Axle's operating performance that
will result from the steep decline in production volumes of these
vehicles.  Although AAM has shown steady progress in diversifying
its products and customers away from GM's North American
operations, the concentration in GM's large SUV and pickup remains
very high, and will severely affect revenues over the near term.  
Rising commodity costs will also continue to pressure margins over
the near term.

American Axle has materially improved its near-term cost structure
through its recent labor agreement with the UAW, in terms of
flexibility and all-in wage and benefit costs.  However, the
agreement will require financing of employee buyouts (to be paid
in part by GM) that will reduce American Axle's cash portfolio,
and which will therefore require external borrowings to finance
operating losses and working capital requirements.  The cost
reductions are expected to be fully implemented by the second
quarter-2009.

American Axle's liquidity remains healthy, with cash and
securities of $315 million at the end of the first quarter and
unused revolving credit capacity of $572 million.  American Axle
has no material note maturities until 2012, with the bank
agreement maturing in 2010.  American Axle also remains rare among
non-investment grade auto suppliers in having its revolving credit
on an unsecured basis, indicating that the company likely retains
access to external financing. Covenant compliance could be tight
in late 2008.

Fitch expects that negative operating cash flow, plus the costs of
financing its buyout program, will result in cash drains into
2009, until the full benefits of the recent UAW agreement are
realized.  Capital expenditures have been reduced following major
product introductions, alleviating cash drains caused by current
market conditions.  Fitch believes that although weak economic
conditions have played a primary role in the steep decline in
pickup sales, a portion of this market has permanently shifted to
more fuel efficient vehicles.  Therefore, the timing and extent of
an eventual rebound remains uncertain.  Over the longer-term,
American Axle is well positioned to capitalize on its new contract
wins, manufacturing quality, expanded product lineup, and
competitive cost structure.

Fitch has taken these rating actions:

American Axle & Manufacturing Holdings, Inc.
  -- IDR to 'BB-' from 'BB'.

American Axle & Manufacturing, Inc.
  -- IDR to 'BB-' from 'BB';
  -- Senior unsecured notes to 'BB-' from 'BB';
  -- Senior unsecured credit facility to 'BB-' from 'BB'.


ATHEROGENICS INC: Bid Price Violation Cues Nasdaq to Delist Stocks
------------------------------------------------------------------
AtheroGenics Inc. received a Staff Determination Letter from the
NASDAQ Listing Qualifications Department indicating that the
company has not regained compliance with the $1.00 per share bid
price requirement for continued listing set forth in Marketplace
Rule 4450(b)(4).  As a result, shares of the company's common
stock are subject to delisting unless it requests a hearing before
a NASDAQ Listing Qualifications Panel.

AtheroGenics plans to request a hearing before the Panel, at which
it will request continued listing pending completion of its plan
of compliance.  

The company's request for a hearing will stay the delisting of the
company's common stock, and, as a result, shares of the company's
common stock will continue to be listed on The NASDAQ Global
Market under the symbol AGIX until the Panel issues its decision
after the hearing.

Based in Alpharetta, Georgia, AtheroGenics Inc. (NASDAQ: AGIX) --
http://www.atherogenics.com/-- is a pharmaceutical company that
focuses on the discovery, development and commercialization of
novel drugs for the treatment of chronic inflammatory diseases,
including heart disease (atherosclerosis), rheumatoid arthritis
and asthma.  AtheroGenics also has preclinical programs in
rheumatoid arthritis and asthma utilizing its proprietary vascular
protectant(R) technology.

At March 31, 2008, the company's balance sheet showed total assets
of $82.5 million total liabilities of $291.6 million, resulting
in a total shareholders' deficit of $209.1 million.


ATHERTON-NEWPORT: Owes Star Athletes More than $8 Million
---------------------------------------------------------
Tim McLaughlin of the Boston Business Journal reports that New
England Patriots offensive lineman Matt Light and about 20 other
star athletes are owned more than $8 million by Atherton-Newport
Investments LLC, which teamed up with Fidelity Investments and
Citigroup Inc., to invest in apartment complexes.

Mr. Light, Toronto Blue Jays ace Roy Halladay and Los Angeles
Angels slugger Vladimir Guerrero are named as creditors in
schedules filed in U.S. Bankruptcy Court for the Central District
of California.  It remains unclear if the athletes and other
investors holding unsecured claims will get any money back because
their loans are not backed by any collateral, court records show,
according to the report.

The report said another investor group with $5 million in claims
could get priority over the athletes, said Robert Opera, a lawyer
for the creditor committee.

The company promised investors annual interest of 15 percent to 21
percent to about 200 individuals who are owed $40 million, the
report says citing court filings.

Among the biggest athlete investors were Cy Young winner Halladay,
Mr. Guerrero and Chicago Blackhawks goalie Nikolai Khabibulin.  
Bankruptcy filings show the men are owed $1.17 million, $1.18
million and $1.33 million, respectively, according to the report.   
Mr. Light is listed as a creditor who is owed about $105,000,
according to schedules filed by Atherton-Newport, the report said.

According to Mr. Opera, Atherton-Newport needs a capital injection
of up to $15 million and the creditors committee is trying to find
an investor willing to provide the amount.

Based in Lake Forest, California, Atherton-Newport Redondo LLC
filed for creditor protection on March 28, 2008 (Bankr.
C.D.Calif., Case No. 8-11471).  Stephen R. Wade, Esq. at The Law
Offices of Stephen R. Wade represents the Debtor in its
restructuring effort.  When the Debtor filed for bankruptcy, it
listed estimated assets and debts of both $1,000,001 to
$10 million.


B/E AEROSPACE: Prices $600 Million Offering of 8.5% Senior Notes
----------------------------------------------------------------
B/E Aerospace Inc. priced its public offering of $600 million
aggregate principal amount of 8.5% senior notes due 2018.  The
offering is being made under B/E Aerospace's existing shelf
registration statement.  The transaction is expected to close on
July 1, 2008.

On June 9, 2008, B/E Aerospace disclosed that it had signed a
definitive agreement with Honeywell International Inc. to acquire
the assets of Honeywell's Consumables Solutions distribution
business.  

B/E Aerospace intends to use the net proceeds from the offering of
approximately $586.5 million, together with term loan borrowings
under a new senior credit facility and an issuance of its common
stock to Honeywell, and available cash, if necessary, to pay the
purchase price for the acquisition, to repay borrowings under its
existing senior credit facility and to pay related transaction
fees and expenses.

J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC
and UBS Securities LLC were joint book-running managers and
Greenwich Capital Markets, Inc., SunTrust Robinson Humphrey Inc.,
Wells Fargo Securities LLC and Mizuho Securities USA Inc. were the
co-managers for the offering.

The offering is being made by means of a prospectus and the
related prospectus supplement only.  Copies of the prospectus and
the related prospectus supplement can be obtained from:

     J.P. Morgan Securities Inc.
     270 Park Avenue
     New York, NY 10017
     Tel (212) 834-4533

           or

     Credit Suisse Securities (USA) LLC
     One Madison Avenue
     New York, NY 10010
     Tel (212) 325-2580

           and  

     UBS Securities LLC
     Attn: High Yield Syndicate
     677 Washington Blvd.
     Stamford, CT 06901
     Tel (203) 719-7991.

                     About B/E Aerospace Inc.

Headquareterd in Wellington, Florida, B/E Aerospace Inc.
(Nasdaq:BEAV) -- http://www.beaerospace.com/-- manufactures  
aircraft cabin interior products, and is an aftermarket
distributor of aerospace fasteners.   B/E designs, develops and
manufactures a broad range of products for both commercial
aircraft and business jets.

B/E manufactured products include aircraft cabin seating,
lighting, oxygen, and food and beverage preparation and storage
equipment.  The company also provides cabin interior design,
reconfiguration and passenger-to-freighter conversion services.  
B/E sells and supports its products through its own global direct
sales and product support organization.

                          *      *      *

According to Troubled Company Reporter on Jun 26, 2008, Moody's
Investors Service affirmed B/E Aerospace Inc.'s existing
Corporate Family rating of Ba2 and assigned a Ba3 rating to the
company's planned issuance of $500 million of unsecured notes and
(P)Ba1 ratings to the company's new secured bank credit facilities
for up to $850 million.


BERYL FINANCE: Fitch Cuts $49.675MM Notes Rating to BB- from AA
---------------------------------------------------------------
Fitch Ratings has downgraded the notes issued by Beryl Finance
Limited Series 2006-1, and removed them from Rating Watch
Negative, as:

  -- $49,675,000 synthetic portfolio notes due August 2011
     (ISIN: XS0243184198): downgraded to 'BB-' from 'AA', removed
     from RWN.

Beryl Finance Series 2006-1 is a fully funded static synthetic CDO
referencing a portfolio of primarily investment grade corporate
obligations.  The portfolio current notional amount is US$4.97
billion.

Since the transactions were placed on RWN on May 28, 2008 the
portfolio has experienced further negative rating migration mainly
due to the downgrades of three reference entities in the Buildings
and Materials sector, which reflects the challenges afflicting the
US homebuilders, namely: Centex Corporation ('BB+'), Lennar
Corporation ('BBB-') and Pulte Homes, Inc. ('BBB-' ) All three
companies, together with another reference entity in the same
sector, Toll Brothers Inc.('BBB'), are currently on Negative
Outlook.

Other key drivers of this transaction's credit risk include:

  -- Portfolio credit risk deteriorating to an average portfolio
     quality of 'BBB-' (BBB minus)/'BB+' from 'BBB'/'BBB-' at
     last review in May 2007.  Currently, 26.6% of the portfolio
     is rated below investment grade, an increase from 17.5% in
     May 2007, with 2.1% in the 'CCC+ or below ' rating category,
     8.3% in the 'B' rating category and 16.2% in the 'BB' rating
     category.  This transaction has experienced one credit event
     to date, namely the bankruptcy of Dana Corporation filed in
     2006, representing 1.0% of asset pool.

  -- Portfolio migration risk with 6.2% of the portfolio on RWN
     and 22.7% of the portfolio on Negative Outlook.

  -- Industry concentration of 47.4% in the three largest, made up
     of 24.0% in Banking & Finance, 13.0% in Telecommunications
     and 10.4% in Automobiles.

  -- The portfolio is heavily concentrated in the US which
     represents 56.2% of the portfolio.

Given Fitch's view of concentration and the current credit quality
of the portfolio, the current level of credit enhancement of 6.5%
for the notes is not sufficient to justify the current rating of
these notes.

At close, proceeds from the issuance of the notes were used to
purchase the charged asset to collateralise CDS between the issuer
and Lehman Special Financing Inc., (guaranteed by Lehman Brothers
Holdings Inc., 'A+' / 'F1'/Negative Outlook).  The charged asset
is an investment of US$49.7 million in shares of Lehman US Dollar
Liquidity Fund Institutional Reserve Accumulation Class
('AAA'/'V1+').

Fitch released updated criteria on April 30, 2008 for corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on RWN or Negative Outlook, reducing
such ratings for default analysis purposes by two and one notch,
respectively.  Fitch has noted its review will be focused first on
ratings most exposed to risks it has highlighted in its updated
criteria.  As such, this transaction was placed on RWN on May 28,
2008.  As previously indicated, resolution of the Rating Watch
status depends on any plans managers/arrangers may choose to
modify either the structure or the portfolio.  In this case, the
arranger has confirmed that it does not intend to make any
modifications.


BERYL FINANCE: Fitch Cuts 'AAA' Rating on $37.155MM Notes to 'BB'
-----------------------------------------------------------------
Fitch Ratings has downgraded the notes issued by Beryl Finance
Limited Series 2006-2, and removed them from Rating Watch
Negative, as:

  -- US$37,155,000 synthetic portfolio notes due October 2011:
     downgraded to 'BB' from 'AAA', removed from RWN.

Beryl Finance Series 2006-2 is a fully funded static synthetic CDO
referencing a portfolio of primarily investment grade corporate
obligations.  The portfolio current notional amount is US$5.72
billion.

Since the transactions were placed on RWN on 28 May 2008, the
portfolio has experienced further negative rating migration mainly
due to the downgrades of three reference entities in the Buildings
and Materials sector and two reference entities in the Banking and
Finance sector, reflecting the challenges afflicting the US
homebuilders and mortgage insurers.  The three downgraded
reference entities in the Buildings and Materials sector are:
Centex Corporation ('BB+'), Lennar Corporation ('BBB-') and Pulte
Homes, Inc. ('BBB-').  All three companies, together with another
reference entity in the same sector, Toll Brothers Inc ('BBB'),
are currently on Negative Outlook.  The two downgraded reference
entities in the Banking and Finance are PMI Group, Inc.
('BBB+'/RWN) and MGIC Investment Corp ('BBB+'/RWN).

Other key drivers of this transaction's credit risk include:
  -- Portfolio credit risk deteriorating to an average portfolio
     quality of 'BBB'/'BBB-' (BBB minus) from 'BBB+'/'BBB' at last
     review in May 2007. Currently, 14% of the portfolio is rated
     below investment grade, an increase from 9% in May 2007, with
     1% in the 'CCC+ or below ' rating category, 4% in the 'B'
     rating category and 9% in the 'BB' rating category;

  -- Portfolio migration risk with 6% of the portfolio on RWN and
     21% of the portfolio on Negative Outlook.

  -- Industry concentration of 45% in the three largest, made up
     of 22 % in Banking & Finance, 12% in Utilities and 11% in
     Telecommunications;

  -- The portfolio is concentrated in the US which represents 42%
     of the portfolio;

Given Fitch's view of concentration and the current credit quality
of the portfolio, the current level of credit enhancement of 3.99%
for the notes is not sufficient to justify the current rating of
these notes.

At close, proceeds from the issuance of the notes were used to
purchase the charged asset to collateralise CDS between the issuer
and Lehman Special Financing Inc., (guaranteed by Lehman Brothers
Holdings Inc., 'A+' /'F1'/Negative Outlook).  The charged asset is
an investment of US$37.2 million in shares of Lehman US Dollar
Liquidity Fund Institutional Reserve Accumulation Class
('AAA'/'V1+').

Fitch released updated criteria on 30 April 2008 for corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on RWN or Negative Outlook, reducing
such ratings for default analysis purposes by two and one notch,
respectively.  Fitch has noted its review will be focused first on
ratings most exposed to risks it has highlighted in its updated
criteria.

As such, this transaction was placed on RWN on May 28, 2008. As
previously indicated, resolution of the Rating Watch status
depends on any plans managers/arrangers may choose to modify
either the structure or the portfolio.  In this case, the arranger
has confirmed that it does not intend to make any modifications.


BERYL FINANCE: Fitch Slashes Rating on $15.03 Million Notes to BB+
------------------------------------------------------------------
Fitch Ratings has downgraded the notes issued by Beryl Finance
Limited Series 2006-7, and removed them from Rating Watch
Negative, as:

  -- US$15,030,000 synthetic portfolio notes due December 2011:
     downgraded to 'BB+' from 'AAA', removed from RWN.

Beryl Finance Series 2006-7 is a fully funded static synthetic CDO
referencing a portfolio of primarily investment grade corporate
obligations.  The portfolio current notional amount is US$1.67
billion.

Since the transactions were placed on RWN on May 28, 2008 the
portfolio has experienced further negative rating migration mainly
due to the downgrades of four reference entities in the Buildings
and Materials sector and two reference entities in the Banking and
Finance sector, reflecting the challenges afflicting the US
homebuilders and mortgage insurers.  The four downgraded reference
entities in the Buildings and Materials sector are: Beazer Homes
USA, Inc. ('B'/RWN), Centex Corporation ('BB+'/Negative Outlook),
Lennar Corporation ('BBB-'/Negative Outlook) and Pulte Homes, Inc.
('BBB-'/Negative Outlook).  Furthermore, the other two reference
entities, Toll Brothers Inc. ('BBB'/Negative Outlook) and Standard
Pacific Corporation ('B-'/RWN), are also in the same sector.  The
two downgraded reference entities in the Banking and Finance are
PMI Group, Inc. ('BBB+'/RWN) and MGIC Investment Corp.
('BBB+'/RWN).

Other key drivers of this transaction's credit risk include:

  -- Portfolio credit risk deteriorating to an average portfolio
     quality of 'BBB'/'BBB-'from 'BBB+'/'BBB' at last review in
     May 2007.  Currently, 14.1% of the portfolio is rated below
     investment grade, an increase from 10.6% in May 2007, with
     2.5% in the 'CCC+ or below ' rating category, 2.5% in the 'B'
     rating category and 9.1% in the 'BB' rating category. -
     Portfolio migration risk with 6.9% of the portfolio on RWN
     and 23.1% of the portfolio on Negative Outlook.

  -- Industry concentration of 51.6% in the three largest, made up
     of 32.5 % in Banking & Finance, 12.2% in Telecommunications
     and 6.9% in Utilities.

  -- The portfolio is concentrated in the US which represents
     48.8% of the portfolio.

Given Fitch's view of concentration and the current credit quality
of the portfolio, the current level of credit enhancement of 4.47%
for the notes is not sufficient to justify the current rating of
these notes.

At close, proceeds from the issuance of the notes were used to
purchase the charged asset to collateralise CDS between the issuer
and Lehman Special Financing Inc., (guaranteed by Lehman Brothers
Holdings Inc., 'A+'/'F1'/Negative Outlook).  The charged asset is
an investment of US$15.03 million in shares of the Lehman US
Dollar Liquidity Fund ('AAA'/'V1+') Institutional Reserve
Accumulation Class.

Fitch released updated criteria on April 30, 2008 for corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on RWN or Negative Outlook, reducing
such ratings for default analysis purposes by two and one notch,
respectively.  Fitch has noted its review will be focused first on
ratings most exposed to risks it has highlighted in its updated
criteria.  As such, this transaction was placed on RWN on May 28,
2008.  As previously indicated, resolution of the Rating Watch
status depends on any plans managers/arrangers may choose to
modify either the structure or the portfolio.  In this case, the
arranger has confirmed that it does not intend to make any
modifications.


BP METALS: Debt Repayment Cues Moody's to Withdraw Ratings
----------------------------------------------------------
Moody's Investors Service withdrew all of the ratings on BP Metals
LLC.  The ratings were withdrawn following the repayment and
cancellation of all rated debt facilities by the company.

These ratings were withdrawn:

  -- B1 corporate family rating
  -- B1 probability of default rating
  -- Ba3 senior secured revolver (LGD 3, 41%)
  -- Ba3 first lien term loan (LGD 3, 41%)
  -- B3 second lien term loan (LGD 5, 87%)

Through its operating subsidiaries, BP Metals is a manufacturer of
custom engineered metal components for various end-markets
including rail transportation, oil & gas, small gas engine,
military/defense, truck and general industrial markets.  Revenues
for 2007 were approximately $354 million.


BRUNSWICK CORP: Details Steps to Reduce Operating Costs by $300MM
-----------------------------------------------------------------
Brunswick Corporation disclosed a set of comprehensive actions to
resize the company to improve profitability during the downturn in
the U.S. marine market, including actions to reduce its fixed-cost
structure by $300 million versus 2007 spending levels.

"For the past several years, we have been implementing initiatives
to fundamentally change our cost structure by reducing our
manufacturing footprint, and leveraging purchases of common
components and materials across our brands and operations," Dustan
E. McCoy, Brunswick's chairman and chief executive officer,
explained.

"In addition, we have addressed the prolonged downturn in the U.S.
marine market by continually reducing production rates throughout
our marine businesses, divesting under-utilized assets, exiting or
divesting certain businesses, eliminating discretionary spending
and reducing headcount, Mr. McCoy added.  "While these efforts
have resulted in significant savings, the realities of the current
U.S. marine market have caused us to step up the pace and
magnitude of these efforts."

"Retail unit sales of power boats in the United States have been
in decline since late 2005; however, the rate of decline has been
accelerating," Mr. McCoy added.  "Industry retail unit sales were
down 13 percent in the fourth quarter of 2007 and down 21% in the
first quarter of 2008 compared with the respective year-ago
quarters.  Further, these reductions were recorded off of an
already low base.  Total unit sales of power boats in the United
States in 2007 were at their lowest in more than 40 years."

"An uncertain economy, high fuel and food prices, slumping home
sales and values, rising unemployment and other factors continue
to erode U.S. consumers' confidence and are reducing their ability
and desire to purchase discretionary items such as boats, and
billiards tables and fitness equipment for their homes," Mr. McCoy
explained.

"For our planning purposes, we are not assuming that these
pressures will abate any time soon," Mr. McCoy stated.  "As a
result, we are planning for an environment in which the U.S.
marine market will be smaller in the near term, and we will resize
our company accordingly. Our objective is to thrive and prosper
while the U.S. marine market remains under pressure and to
outperform when we see a rebound in demand."

                       Cost Savings Efforts

Brunswick stated that its $300 million cost savings target will be
achieved in part by further shrinking its North American
manufacturing footprint.  The company plans to have 17 or fewer
boat plants by the end of 2009, compared with the 29 it had in
2007.  This will require the closure of four plants in addition to
eight plant closures already completed or announced.

Brunswick will also continue its efforts to reduce the complexity
of its operations, including reducing the number of models and
option packages, focusing on those that are popular and clearly
resonate with consumers.  The company's efforts also entail
assessing the outlook for continued participation in certain
market segments across its operations that may not offer
opportunities to generate acceptable levels of profitability.

The company said it will further reduce costs by implementing a
new matrix operating model that will more efficiently provide
common support functions and administrative services across all
Brunswick business units, lowering spending in all functional and
operations activities, and reducing its work force.

                           Going Forward

"These obviously are hard decisions, dictated by a difficult
economy that has both constricted and altered the U.S. marine
market," Mr. McCoy said.  "We have chosen to act now to recast and
resize our operations with the objective of being profitable
within a smaller marine market."

"We are confident that these targeted savings and other changes
are realistic and achievable, well as necessary, to create a
leaner organization that will be able to both prosper within these
market conditions, well as take advantage of any uptick in
demand," Mr. McCoy related.

"Our immediate focus remains on managing pipeline inventories at
our marine dealers, well as enhancing our solid liquidity at
Brunswick," Mr. McCoy said.  "We will continue to produce at rates
below retail demand to lower pipeline inventories.  A reduction in
production rates also results, unfortunately, in the need for
fewer workers."

The company said that it had notified employees that it would be
reducing its hourly and salaried work force at certain of its
marine plants by 1,000.  Further work force reductions of
approximately 1,000 hourly and 700 salaried employees across the
company's marine business units and staff functions are
contemplated as additional plant closures and consolidations and
other cost-cutting measures are completed.

"Maintaining liquidity will continue to be a key priority in these
uncertain times," Mr. McCoy added.  "We are focusing on generating
cash through good working capital management, paring inventories
and discretionary spending.  Our balance sheet is solid, and we
expect to generate positive cash flow benefits in 2008 by further
reducing capital spending and from positive contributions from
changes in working capital."

                          Financial Effect

The company said that these actions are estimated to result in
restructuring charges in the range of $200 million to $220 million
pretax, which includes approximately $75 million of restructuring
charges related to actions taken earlier this year.  The charges
consist of asset write-downs and asset impairments, including
approximately $18 million relating to the Valley-Dynamo commercial
pool table business; severance; and costs associated with
manufacturing footprint changes.

The company estimates that 85% of these charges will be recorded
in 2008, of which about 50 percent will be non-cash.  The company
noted that $22 million of the restructuring charges had been
recorded in the first quarter of 2008.

                    About Brunswick Corporation
   
Headquartered in Lake Forest, Illinois, Brunswick Corporation  
(NYSE:BC) -- http://www.brunswick.com/-- is a manufacturer and  
marketer of recreation products, including boats, marine engines,
fitness equipment, and bowling and billiards equipment.  It has
four segments: Boat, Marine Engine, Fitness, and Bowling &
Billiards.  It owns and operates Brunswick bowling centers in the
United States and other countries.


BRUNSWICK CORP: S&P Puts Ratings on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
on Lake Forest, Illinois-based Brunswick Corp.  The corporate
credit rating was lowered to 'BBB-' from 'BBB'.  S&P placed these
ratings, along with the 'A-3' short term rating, on CreditWatch
with negative implications, indicating the possibility for
downward rating action over the immediate term.  Total debt
outstanding as of March 29, 2008 was $730 million.
     
"The rating downgrade and CreditWatch placement reflect our
concerns about the effects of Brunswick's operating outlook
revision on credit quality and, more broadly, conditions in the
recreational marine industry," said Standard & Poor's credit
analyst Andy Liu.
     
While S&P continue to believe that Brunswick will continue to take
appropriate and difficult steps to protect its credit measures and
liquidity, the extent of the recreational marine downturn is
exceeding its prior expectations.  Retail demand for boats in the
U.S. during the first quarter was down 21%, and accelerated in
April and May, which are prime selling months for boats.  To
manage the worsening downturn, Brunswick has announced further
plant closures and cost reductions.  

The company plans to scale back its manufacturing capacity to 17
or fewer boat plants by the end of 2009--a reduction of 41% from
29 plants in 2007.  The company is also reducing its hourly and
salaried staff by 1,000, and contemplating further workforce
reductions of 1,000 hourly and 700 salaried employees.  
Management's goals are to achieve $300 million in run-rate savings
and have a cost structure capable of maintaining a mid-single-
digit operating margin with a revenue base of $5 billion.  
Brunswick has taken a series of similar consolidation and common-
platform manufacturing steps even before this announcement.
     
Brunswick will continue to have sufficient liquidity, with
$267 million of cash and cash equivalents at March 29, 2008, in
addition to its currently undrawn $650 million revolving credit
facility.  S&P still expect the company will have around
$400 million in cash by the end of 2009, including proceeds from
asset sales.  However, Brunswick could face some bank covenant
pressure toward the end of 2008 due to a high level of
restructuring charges.  Brunswick also has $250 million of debt
maturing in July 2009, which S&P believe it will be able to
refinance.
     
To resolve the CreditWatch listing, Standard & Poor's will meet
with Brunswick to discuss the company's strategy to restore long-
term healthy profitability, and its near-term financing plans.  
S&P currently believe that the extent of a further rating
downgrade would be limited to one notch, to 'BB+'.


CAPITAL ONE: Moody's Assigns Ba2 Rating to Class D Certificates
---------------------------------------------------------------
Moody's Investors Service disclosed the rating of Ba2 on the
Series 2001-6 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 (USA), National
Association, as originator and servicer.

The rating is:

Issuer: Capital One Master Trust

  -- $19.5 million Series 2001-6 Class D Interest, rated Ba2


CARDIAC MANAGEMENT: Case Summary & 152 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Cardiac Management Systems, Inc.
             9485 S.W. 72 St. Ste. A-150
             Miami, FL 33173

Bankruptcy Case No.: 08-19029

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        DTG Management, Inc.                       08-19036

        DTG of Sunset Square, Inc.                 08-19039

        DTG of Sunset Square Two, Inc.             08-19044

        Diagnostic Testing Group, Inc.             08-19047

        DTG of Miami, Inc.                         08-19050

        Lake Worth Diagnostic Testing Group, Inc.  08-19053

        Diagnostic Testing Group of Palm Beach,    08-19058
        Inc.

        Aventura Diagnostic Testing Group, Inc.    08-19062

        DTG of Aventura, Inc.                      08-19064

        Gables Diagnostic Testing Group, Inc.      08-19066

        Coral Gables Diagnostic Testing Group, LLC 08-19068

        Cooper City Diagnostic Testing Group, Inc. 08-19069

        DTG of Cooper City, Inc.                   08-19071

        Pines Diagnostic Testing Group, Inc.       08-19073

Type of Business: The Debtors provide management services and
                  medical laboratory facilities.

Chapter 11 Petition Date: June 30, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtors' Counsel: Patrick S. Scott, Esq.
                     Email: firm@pssalaw.com
                  111 S.E. 12 St. Ste. B
                  Ft. Lauderdale, FL 33316
                  Tel: (954) 523-1615
                  http://www.pssalaw.com/

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Cardiac Management Systems,        Less than             Less than
Inc.                                 $50,000               $50,000

DTG Management, Inc.           $1,000,000 to         $1,000,000 to
                                 $10,000,000           $10,000,000

DTG of Sunset Square, Inc.         Less than             Less than
                                     $50,000               $50,000

DTG of Sunset Square Two,          Less than             Less than
Inc.                                 $50,000               $50,000

Diagnostic Testing Group,      $1,000,000 to         $1,000,000 to
Inc.                             $10,000,000           $10,000,000

DTG of Miami, Inc.                 Less than           $100,000 to
                                     $50,000              $500,000

Lake Worth Diagnostic          $1,000,000 to         $1,000,000 to
Testing Group, Inc.              $10,000,000           $10,000,000

Diagnostic Testing Group         $500,000 to             Less than
of Palm Beach, Inc.               $1,000,000               $50,000

Aventura Diagnostic            $1,000,000 to        $10,000,000 to
Testing Group, Inc.              $10,000,000           $50,000,000

DTG of Aventura, Inc.              Less than           $100,000 to
                                     $50,000              $500,000

Gables Diagnostic Testing      $1,000,000 to         $1,000,000 to
Group, Inc.                      $10,000,000           $10,000,000

Coral Gables Diagnostic            Less than           $100,000 to
Testing Group, LLC                   $50,000              $500,000

Cooper City Diagnostic         $1,000,000 to         $1,000,000 to
Testing Group, Inc.              $10,000,000           $10,000,000

DTG of Cooper City, Inc.           Less than             Less than
                                     $50,000               $50,000

Pines Diagnostic Testing       $1,000,000 to         $1,000,000 to
Group, Inc.                      $10,000,000           $10,000,000

A. A copy of Cardiac Management Systems, Inc's petition is
   available for free at:

      http://bankrupt.com/misc/flsb08-19029.pdf

B. A copy of DTG Management, Inc's petition is available for free
   at:

      http://bankrupt.com/misc/flsb08-19036.pdf

C. A copy of DTG of Sunset Square, Inc's petition is available for
   free at:

      http://bankrupt.com/misc/flsb08-19039.pdf

D. A copy of DTG of Sunset Square Two, Inc's petition is available
   for free at:

      http://bankrupt.com/misc/flsb08-19044.pdf

E. A copy of Diagnostic Testing Group, Inc's petition is available
   for free at:

      http://bankrupt.com/misc/flsb08-19047.pdf

F. A copy of DTG of Miami, Inc's petition is available for free
   at:

      http://bankrupt.com/misc/flsb08-19050.pdf

G. A copy of Lake Worth Diagnostic Testing Group, Inc's petition
   is available for free at:

      http://bankrupt.com/misc/flsb08-19053.pdf

H. A copy of Diagnostic Testing Group of Palm Beach, Inc's
   petition is available for free at:

      http://bankrupt.com/misc/flsb08-19058.pdf

I. A copy of Aventura Diagnostic Testing Group, Inc's petition is
   available for free at:

      http://bankrupt.com/misc/flsb08-19062.pdf

J. A copy of DTG of Aventura, Inc's petition is available for free
   at:

      http://bankrupt.com/misc/flsb08-19064.pdf

K. A copy of Gables Diagnostic Testing Group, Inc's petition is
   available for free at:

      http://bankrupt.com/misc/flsb08-19066.pdf

L. A copy of Coral Gables Diagnostic Testing Group, LLC's petition
   is available for free at:

      http://bankrupt.com/misc/flsb08-19068.pdf

M. A copy of Cooper City Diagnostic Testing Group, Inc's petition
   is available for free at:

      http://bankrupt.com/misc/flsb08-19069.pdf

N. A copy of DTG of Cooper City, Inc's petition is available for
   free at:

      http://bankrupt.com/misc/flsb08-19071.pdf

O. A copy of Pines Diagnostic Testing Group, Inc's petition is
   available for free at:

      http://bankrupt.com/misc/flsb08-19073.pdf


CASTLE REALTY: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Castle Realty Corp. filed with the U.S. Bankruptcy Court for the
District of Arizona, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $24,100,000              
  B. Personal Property                  
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $30,817,309
     Secured Claims                     
  E. Creditors Holding                               102,630
     Unsecured Priority
     Claims                             
  F. Creditors Holding                             2,045,747
     Unsecured Non-priority
     Claims                             
                                  -----------    -----------
     TOTAL                        $24,100,000    $32,965,687      


Tempe, Arizona-based Castle Realty Corp., fka Real Estate Holding
Corp., filed its chapter 11 petition on May 19, 2008 (Bankr. D.
Ariz. Case No. 08-05785).  Alan A. Meda, Esq., at Stinson Morrison
Hecker, LLP, represents the Debtor in its restructuring efforts.


CATERA VILLAS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Catera Villas Ltd.
        541 Frasier Street
        Houston, TX 77007

Bankruptcy Case No.: 08-34230

Chapter 11 Petition Date: June 30, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: Garnett Ernest Caldwell, Esq.
                  Attorney at Law
                  1619 Post Office St
                  Galveston, TX 77550
                  Phone: 409-762-3500

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

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


CHARTER COMMS: Gets $338MM Tenders for 10.25% Notes Exchange Offer
------------------------------------------------------------------
Charter Communications Inc. disclosed that as of 11:59 p.m.,
Eastern Time, on June 27, 2008, approximately $338 million
aggregate principal amount of 10.25% Senior Notes due 2010 issued
by its subsidiaries, CCH II LLC and CCH II Capital Corp., had been
validly tendered in exchange for additional CCH II 10.25% Senior
Notes due 2013.

As reported in the Troubled Company Reporter on June 11, 2008,
Charter Communication's indirect subsidiaries, CCH II LLC
and CCH II Capital Corp., commenced a private exchange offer
to exchange up to $500 million principal amount of CCH II's
existing 10.25% Senior Notes due 2010 (CUSIP Nos. 12502CAD3,
12502CAE1 and 12502CAM3) for additional 10.25% Senior Notes due
2013 of CCH II.

The purpose of the Offer is to improve Charter's financial
flexibility by extending debt maturities.

Based on the modified Dutch auction process, described in the
Confidential Offering Memorandum dated May 29, 2008, the clearing
exchange ratio for the Offer is $1,077.50 principal amount of New
Notes per $1,000 principal amount of Old Notes.

Accordingly, approximately $364 million in principal amount of New
Notes will be issued to holders whose Old Notes were accepted for
exchange.  Holders will also receive accrued and unpaid interest
to, but not including, the settlement date, which is expected to
be on or about July 2, 2008.

                   About Charter Communications

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

                        Possible Bankruptcy

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

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

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


CHARTER COMMS: $338MM Debt Exchange Offer Won't Affect S&P's Rtng.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' corporate
credit rating and negative outlook on St. Louis, Missouri-based
cable TV operator Charter Communications Inc. (B-/Negative/--) are
not affected by a recent private debt exchange offer.  Charter
Communications announced that approximately $338 million aggregate
principal amount of 10.25% senior notes due 2010 issued by its
subsidiaries CCH II LLC and CCH II Capital Corp. had been tendered
in exchange for additional CCH II 10.25% senior notes due 2013.  
     
The effect of this private exchange is not material given the size
of the exchange relative to the company's debt profile.  Reported
debt at March 31, 2008, was over $20 billion, equating to an
elevated leverage of about 9.5x.  Even with the maturity extension
resulting from this change, the company clearly will not be able
to meet the approximately $2 billion of remaining 2010 maturities
without refinancing or finding some yet-to-be-identified
alternative funding source.  The negative outlook reflects the
concern for liquidity after 2009.


CHESAPEAKE CORP: Moody's to Review Credit Ratings for Likely Cut
----------------------------------------------------------------
Moody's Investors Service placed all the credit ratings of
Chesapeake Corporation on review for possible downgrade.  This
rating action follows Chesapeake's statement on June 27, 2008 that
the completion of a proposed new credit facility will not be
completed prior to the expiration of the commitment letter on July
1, 2008.

Chesapeake further disclosed it is reviewing its balance sheet and
exploring other alternatives for reducing leverage and improving
its capital structure, in addition to the continued pursuit of
asset sales to reduce debt.  The existing credit facility matures
in February 2009 and had an outstanding balance of $185 million as
of March 30, 2008.

Moody's review for possible downgrade will primarily focus on the
company's near-term liquidity pressures.  Despite a recent
amendment to the existing credit agreement that relaxed financial
covenant levels through the end of 2008, Moody's is concerned that
Chesapeake may breach its financial covenants at June 30, 2008.

Regardless, we estimate that effective availability under the
revolver has been significantly diminished due to covenant
constraints.  Furthermore, an amendment to the current U.K.
pension recovery plan has not yet been finalized; unless an
amended recovery plan is completed beforehand, Chesapeake is
obligated to make a GBP35.6 million supplementary contribution to
the plan on July 15, 2008.

Moody's placed these ratings of Chesapeake Corporation on review
for possible downgrade:

  -- $18.75 million 6.375% senior unsecured revenue bonds due
     2019, B3 / LGD3 (48%)

  -- $31.25 million 6.25% senior unsecured revenue bonds due 2019,
     B3 / LGD3 (48%)

  -- GBP67.1 million 10.375% senior subordinated notes due 2011,
     Caa1 / LGD5 (72%)

  -- EUR100 million 7% senior subordinated eurobonds due 2014,
     Caa1 / LGD5 (72%)

  -- Corporate Family Rating, B2
  -- Probability of Default Rating, B3

Headquartered in Richmond, Virginia, Chesapeake Corporation is an
international supplier of specialty paperboard and plastic
packaging.  Revenues for the 12-month period ended March 30, 2008
were $1.04 billion.


CHRISTOPHER WRENN: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Christopher Benjamin Wrenn and Allison Owens Wrenn filed with the
U.S. Bankruptcy Court for the Eastern District of North Carolina
(Wilson), its schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $ 9,600,000     
  B. Personal Property                169,132
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $10,835,757.32
  E. Creditors Holding
     Unsecured Priority
     Claims                                          139,289.65
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $ 4,667,952.24       
                                  -----------    --------------
     TOTAL                        $ 9,769,132    $15,642,999.21

                        About the Debtors

Christopher Benjamin Wrenn and Allison Owens Wrenn, with address  
at 130 North Ennis Street, Fuquay Varina, N.C., filed for
voluntary chapter 11 protection on April 17, 2008 (Bankr. E.D.
N.C. Case No. 08-02605).  Jason L. Hendren, Esq., at Brady,
Nordgren, Morton & Malone, PLLC, represents the Debtors.  


CHRISTOPHER WRENN: Gets Nod to Employ Brady Nordgren as Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
North Carolina has granted Christopher Benjamin Wrenn and Allison
Owens Wrenn authority authority to employ Jason L. Hendren and
Brady, Nordgren, Morton & Malone, PLLC, as their attorney for the
duration of their Chapter 11 proceeding.

Jason L. Hendren, Esq., at Brady, Nordgren, Morton & Malone, PLLC
assured the Court that his firm does not represent any interest
materially adverse to the Debtors or their estates, and that the
firm is a "disinterested person" within the meaning of Sectior
327(a) of the Bankruptcy Code.

Brady Norggren attested to the Court that it has received $20,000
on behalf of the Debtors, which was deposited into the firm's
Trust Account.  From these trust funds, $9,397.70 was paid to the
firm representing fees and expenses incurred pre-petition for the
period of Jan. 17, 2008, to April 17, 2008.

All post-petition fees, compensation and reimbursement for
expenses to the law firm will be determined after application and
approval by the Court.

                        About the Debtors

Christopher Benjamin Wrenn and Allison Owens Wrenn, with address  
at 130 North Ennis Street, Fuquay Varina, N.C., filed for
voluntary chapter 11 protection on April 17, 2008 (Bankr. E.D.
N.C. Case No. 08-02605).  Jason L. Hendren, Esq., at Brady,
Nordgren, Morton & Malone, PLLC, represents the Debtors.  When the
Debtors filed for bankruptcy, they listed estimated assets and
liabilities of between $10,000,001 to $50,000,000.

              
CHRYSLER LLC: Reports Volume-Related Reductions in Assembly Plants
------------------------------------------------------------------
The auto industry is going through a period of unprecedented
change.  A dramatic U.S. economic slowdown and an auto industry
contraction leaves Chrysler LLC -– like other automakers -– to
face difficult issues and decisions.  In order to meet those
market challenges, the company is announcing that it will make
volume-related manufacturing reductions at two of its North
American assembly plants.

   * Chrysler will indefinitely idle the St. Louis South Assembly
     Plant effective Oct. 31, 2008, due to volume declines in the
     total minivan vehicle segment.

   * Chrysler will also reduce operations at its St. Louis North
     Assembly Plant from two shifts to one shift, effective
     Sept. 2, 2008. St. Louis North builds full-size trucks.

   * These measures will lead to a reduction of approximately
     2,400 hourly jobs (1,500 at St. Louis South, 900 at St. Louis
     North).

   * Chrysler is committed to working with the UAW to address the
     manpower reductions in a socially responsible manner.

As we have done in the past, the UAW and management leadership
will hold employee meetings to review the special program
offerings at affected locations.

Chrysler remains committed to the Dodge Ram truck and Chrysler
Town & Country and Dodge Grand Caravan minivan markets.

"The Chrysler and Dodge minivans have held a leadership share in a
shrinking market and we believe in the long-term viability of the
pickup market," Jim Press, President and Vice Chairman – Chrysler
LLC, said.  "We are clearly in a challenging environment, but
continue to be focused on building a profitable enterprise for the
long term. These actions will help us achieve this goal."

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

                            *     *     *

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

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

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


CHRYSLER LLC: June 2008 Sales Drop 36% to 117,457 Units
-------------------------------------------------------
Chrysler LLC reported total June 2008 U.S. sales of 117,457 units,
which is 36% below the same period last year.  Total June sales
reflect a continued contraction of the market, especially of
pickup trucks and SUVs, continued reductions in fleet sales, and
increases in Chrysler’s newest highly fuel-efficient vehicles. All
sales figures are reported as unadjusted.

"The June results reflect the industry-wide impact of U.S.
consumer confidence being at its lowest point since 1992," Jim
Press, President and Vice-Chairman of Chrysler LLC said.  "But
Chrysler is fighting back and making progress by continuing to
invest in our products and aligning our volume with the market.

"During difficult periods like this, it is critical that we
continue to evolve our products to meet our customers' needs and
as a result, be a stronger company when the economy recovers.  
Examples of this evolution are our six vehicles that get 28 miles
per gallon, and the 2009 Dodge Ram and 2009 Chrysler Aspen/Dodge
Durango Hybrids with improved fuel economy, innovative storage,
and industry-leading Internet connectivity options."

Chrysler's Let's Refuel America $2.99 Gas Guarantee Plus Cash
program has been extended through July 31.  The program continues
to help improve showroom traffic and drive sales of the company's
most fuel-efficient vehicles. For July, the program will offer the
unique opportunity for customers to lock in their gas prices at
$2.99 for three years and get cash back (on the majority of
vehicles).  The other two incentive choices offered are cash back
alone or 0% APR financing.  Since the program began in May, the
vehicles in Chrysler's lineup with the highest gas program take
rate were the Chrysler Sebring Sedan, Dodge Journey, Dodge Caliber
and Dodge Avenger.

The Dodge Journey is making its mark in the crossover segment with
best-in-class fuel economy (19 city/25 mpg highway) and award-
winning seven- passenger interior utility.  The Dodge Journey
reached 5,162 units in its fifth month of sales to become one of
the most popular mid-size crossovers in the market.

                     Compact Vehicles Growth

The all-new Jeep(R) Patriot posted sales for June with 4,889
units, up 6% compared with June 2007 sales of 4,633 units.  
Combined year-to-date total sales of the fuel-efficient Dodge
Caliber, Jeep Compass and Jeep Patriot compact vehicles which each
achieve 28 miles per gallon or better in highway driving, reached
114,188 units, up 18 percent from YTD 2007 combined sales of
96,553 units.

                          Minivan Highlights

The Dodge Grand Caravan posted total June sales of 14,214 units,
an increase of 52% versus June 2007 sales of 9,342 units.  The
Chrysler Town & Country also saw strong sales in June with 9,833
units, up 21% compared with June 2007 sales of 8,151 units.  
Through June YTD, new customer sales increased (retail only) 27%
for Chrysler's two, new long-wheelbase minivans, the Chrysler Town
& Country and Dodge Grand Caravan, compared with the same two
long-wheelbase models last year.  Minivans remain a fuel-efficient
option over large SUVs for transporting seven passengers and
cargo, getting up to 24 miles per gallon on the highway (3.3L
engine).

Despite slow industry sales, the company finished the month with
440,075 units of inventory, or a 90-day supply.  As part of a
planned reduction, inventory is down 9% compared with June 2007
when it totaled 485,429 units.

                     Cars and Compact Vehicles

Sales of these cars and car-based compact vehicles represent 40
percent of Chrysler's lineup through June, an increase from 35% of
the lineup a year ago.  Chrysler's lineup of cars and compact
vehicles continue to connect well with consumers, led by six
vehicles which achieve 28 miles per gallon or better in highway
driving.

Chrysler's lineup of cars and compact vehicles includes:
Dodge Caliber, Dodge Avenger, Dodge Charger, Dodge Magnum, Dodge
Challenger, Dodge Viper, Chrysler 300, Chrysler Sebring, Chrysler
PT Cruiser, Chrysler Crossfire, Jeep Patriot and the Jeep Compass.

Minivans and Crossovers:

Sales of these car-like vehicles represent 20% of Chrysler's sales
through June, an increase from 19 percent of the lineup a year
ago.  Chrysler's all-new long-wheelbase minivans continue to build
on its segment dominance by offering exclusive features like
Swivel 'n Go(TM) seating system and Sirius Backseat TV along with
excellent fuel efficiency.  Chrysler's crossover vehicles combine
the versatility of a large sport-utility vehicle with the
efficiency of a passenger car.  The Dodge Journey gets best-in-
class fuel economy (19 city/25 mpg highway).

Chrysler's lineup of minivans and crossovers includes:
Dodge Grand Caravan, Chrysler Town & Country, Dodge Journey and
the Chrysler Pacifica.

Pickup Trucks and mid and Large SUVs:

Sales of these vehicles represent 40% of Chrysler's sales through
June, a decrease from 46% of the lineup a year ago.  This fall,
Chrysler will launch a more fuel-efficient 2009 Dodge Ram and
hybrid versions of the Dodge Durango and Chrysler Aspen.  The new
2009 Chrysler Aspen Hybrid and Dodge Durango Hybrid will deliver
fuel economy up to 20 miles per gallon -- a 40% improvement in the
city and 25% overall.  Hybrid and light-duty diesel versions of
the new Dodge Ram will be available in the future.

Chrysler's lineup of pickup trucks and mid and large SUVs
includes:

Dodge Ram; Dodge Dakota, Dodge Durango, Dodge Nitro, Dodge
Sprinter, Chrysler Aspen, Jeep Liberty, Jeep Wrangler, Jeep Grand
Cherokee and the Jeep Commander.

                       About Chrysler

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

                            *     *     *

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

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

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


CHRYSLER LLC: Early 2008 Performance Exceeds Owners' Expectations
-----------------------------------------------------------------
Chrysler LLC disclosed that it had an operating loss of
$300 million for the first four months of 2008, Bloomberg News
reports.

The figure is considerably less than the $700 million operating
loss prediction made by majority owner Cerberus Capital management
L.P.  The largest interest holder, in accordance with its business
plans, expected a drop in Chrysler's incoming cash for 2007 and
2008, says Bloomberg.

"They have clearly been very, very aggressive on the cost fronts.
. .  [T]he challenge is to keep cutting costs at the same pace and
exceed the revenue declines," Bloomberg quotes Fitch analyst Mark
Oline as saying.  Chrysler already planned to close a St. Louis
minivan factory on October 2008 and cut production of pickup
trucks.

Shareholders harped about how Chrysler's performance exceeded
their expectations.  "We'd assumed several years of operating
losses for Chrysler," Cerberus partner Timothy Price told
Bloomberg in a phone interview.  "They're ahead of their plan, and
doing a good job despite one of the most adverse economic
environments in our lifetime."

                        About Chrysler LLC

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

                          *     *     *

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

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

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


CHRYSLER LLC: Plastech Customers Raise DIP Package to $99.5MM
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation between Plastech Engineered Products Inc.
and its debtor-affiliates, and their major customers, namely
General Motors Corporation, Ford Motor Company, Johnson Controls,
Inc., and Chrysler, LLC.  The stipulation amends the terms of
their $87,000,000 DIP loan for the Debtors.

The Parties maintained the amendments are necessary to implement
the Funding Agreement with respect to the wind-down of the
Debtors' businesses.  In view of the termination of the Second
DIP Credit Agreement and the Closing on June 30, 2008, the
Debtors will have no further right to borrow under the Second DIP
Credit Agreement.

The Stipulation provides that:

   (a) The $87,000,000 DIP commitment amount is amended to read
       $99,500,000.

   (b) To satisfy the obligations of the Major Customers for
       Budgeted Expenses effective as of the Closings, the
       Debtors and the New DIP Lenders will agree on the
       aggregate amount of the items in the Revised Budget the
       payment of which is not due until after the Closings and
       excluding any amounts in the line item detail used to
       determine the Wind-down Budget.  The amount of the Accrued
       Obligations will not exceed the lesser of (x)
       $22,950,0000, and (y) the amount of availability under the
       Second DIP Credit Agreement immediately prior to the
       Closings.  If the New DIP Lenders and the Debtors cannot
       agree on the amount of the Accrued Obligation, the dispute
       will be brought before the Court on an expedited basis.

   (c) The Accrued Obligations include those amounts in
       the Revised Budget attributed to (i) lease reserve
       pursuant to Section 365(d)(5) Bankruptcy Code, (ii)
       accrued payroll, (iii) property taxes, (iv) plant
       rationalization, (v) professional fee reserve, (vi)
       professional fees, and (vii) management incentive plan.

   (d) The New DIP Lenders will advance the aggregate amount of
       the Accrued Obligations to Debtors after the Closings on
       an as needed basis to fund the applicable expenses,
       without regard to borrowing base availability under the
       Second DIP Credit Agreement.  The advances will only be
       used to pay the Accrued Obligations.

   (e) After the Closings, with the exception of advances made by
       the New DIP Lenders to fund their obligations under the
       Funding Agreement and advances made for payment of the
       Accrued Obligations, the New DIP Lenders will have no
       obligation to make further or additional DIP Loans and
       Debtors will have no right to use cash collateral.

   (f) All advances made by the New DIP Lenders under the Funding
       Agreement will be deemed to be DIP Loans made under the
       Financing Order and the Second DIP Credit Agreement.  

   (g) Except as amended, all terms of the Financing Order and
       Second DIP Credit Agreement remain in full force and
       effect.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          About Ford Motor

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

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

                           *     *     *

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

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

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

                       About General Motors

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

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

                          *     *     *

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

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

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

                        About Chrysler LLC

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

                          *     *     *

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

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

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


BLOCKBUSTER INC: Withdraws $1.3BB Proposal to Acquire Circuit City
------------------------------------------------------------------
Blockbuster Inc. has decided to withdraw a proposal to acquire
Circuit City Stores Inc. after taking a closer look at the
finances of Circuit City.

As reported in the Troubled Company Reporter on April 15, 2008,
Blockbuster publicly stated its offer to acquire Circuit City for
at least $6 per share in cash, or roughly $1.3 billion, subject to
due diligence.

TCR said that the offer was initially made in a letter sent to
Circuit City chairman and chief executive officer Philip
Schoonover on Feb. 17, 2008, on behalf of the Blockbuster board of
directors.

"Based on market conditions and the completion of our initial due
diligence process, we have determined that it is not in the best
interest of Blockbuster's shareholders to proceed with an
acquisition of Circuit City," Jim Keyes, Blockbuster chairman and
CEO, said.  

"We continue to believe in the strategic merits of a consumer
retail proposition that would bring media content and electronic
devices together under one brand," Mr. Keyes added.  "We will
pursue this strategy through our Blockbuster stores as a way to
diversify the business and better serve the entertainment retail
segment."

                      Circuit City Responds

The Wall Street Journal related that Circuit City insisted it was
making progress and that its results would start improving later
this year.

In a press statement, Circuit City reiterated that its exploration
of strategic alternatives to enhance shareholder value is an
active and ongoing process.

"Our exploration of strategic alternatives is intended to serve
the interests of our shareholders by considering every possible
alternative to enhance shareholder value, Mr. Schoonover
commented.  

"The board's review was not dependent on Blockbuster's
participation," Mr. Schoonover related.  "We are diligently
working with the parties involved in the process, and intend to
continue our thorough approach until the point as the board
determines upon a particular strategic course of action.  The
board has not established a deadline for completing the review."

Circuit City does not intend to disclose further developments
unless and until the board has approved a course of action.

Blockbuster's shares jumped 7.6% in July 1 after-hours trading
while Circuit City's shares fell another 1.6% to $2.51, WSJ
indicated.  During the day, Circuit City's stock dropped 12%, WSJ
added.

              About Circuit City Stores Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty     
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments: domestic and international.  

                 About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global          
provider of in-home movie and game entertainment, with over
7,800 stores throughout the Americas, Europe, Asia and
Australia.  The company maintains operations in Brazil, Mexico,
Denmark, Italy, Taiwan, and Australia.

At Jan. 6, 2008, the company's total debt, including capital
lease obligations was US$757.8 million compared with US$984.2
million in Dec. 31, 2006.

                          *     *     *

In December 2007, Fitch Ratings affirmed Blockbuster Inc.'s
long-term Issuer Default Rating at 'CCC' and the senior
subordinated notes at 'CC/RR6'.  The rating outlook is stable.


CITY CROSSING: Files Schedules of Assets & Liabilities
------------------------------------------------------
City Crossing 1 LLC filed with the U.S. Bankruptcy Court for the
District of Nevada, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property               $241,990,000
  B. Personal Property                $35,172
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $182,786,925
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $298,015
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $11,116,593
                                  -----------    -----------
     TOTAL                       $242,025,172   $194,201,534

Las Vegas, Nevada-based City Crossing 1, LLC filed for Chapter 11
protection on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780).  
Jeanette E. McPherson, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of
$100 million to $500 million.


CITY CROSSING: Section 341(a) Meeting Scheduled for July 10
-----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of City
Crossing 1 LLC's creditors on July 10, 2008, at 2:00 p.m., at the
300 Las Vegas Boulevard, South, Room 1500, in Las Vegas, Nevada.

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

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

Las Vegas, Nevada-based City Crossing 1, LLC filed for Chapter 11
protection on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780).  
Jeanette E. McPherson, Esq. represents the Debtor in its
restructuring efforts.  In its schedules, the Debtor disclosed
total assets of $242,025,172, and total debts of $194,201,534.


CITY CROSSING: Taps Schwartzer & McPherson as Bankruptcy Counsel
----------------------------------------------------------------
City Crossing 1 LLC asks permission from the U.S. Bankruptcy Court
for the District of Nevada to retain Schwartzer & McPherson Law
Firm as its general bankruptcy counsel.

Schwartzer & McPherson will, among others, prepare on behalf of
the Debtor any necessary motions, applications, or reports as
required by the case or the Court, review, analyze, and advise the
Debtor regarding claims or causes of action, and prepare and
advise the Debtor with regard to its Chapter 11 plan of
reorganization.

Jeanette McPherson, Esq., a partner at Schwartzer & McPherson,
tells the Court that the firm's professional bill these hourly
rates:

      Lenard E. Schwartzer           $450
      Jeanette E. McPherson          $350
      Jason A. Imes                  $250
      Lia Allen                      $150
      Angela Hosey                   $125

Ms. McPherson assures the Court that the firm does not represent
or hold any interest adverse to the Debtor's estate.

Las Vegas, Nevada-based City Crossing 1, LLC filed for Chapter 11
protection on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780).  
Jeanette E. McPherson, Esq. represents the Debtor in its
restructuring efforts.  In its schedules, the Debtor disclosed
total assets of $242,025,172, and total debts of $194,201,534.


CONGOLEUM CORP: Plan Needed by Year End to Avoid Case Conversion
----------------------------------------------------------------
The Hon. Kathryn Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey on Thursday vacated an order to show cause
why Congoleum Corporation's chapter 11 case should not be
dismissed or converted to a chapter 7 liquidation proceeding, The
Deal's Carolyn Okomo reports.

The Deal states that the Debtor's five-year bankruptcy stay is "on
safer ground once again" at least for time being.

Judge Ferguson, however, said she will dismiss or convert the case
if the Debtor cannot file a bankruptcy plan by the end of 2008,
The Deal says, citing Tancred Schiavoni, Esq., at O'Melveny &
Myers LLP, counsel for Century Indemnity Co., ACE American
Insurance Co. and ACE Property and Casualty Insurance Co.

The Troubled Company Reporter on June 30, 2008, related that
Century Indemnity Company and three other entities opposed the
dismissal or conversion of the chapter 11 case of Congoleum.

The Official Committee of Unsecured Asbestos Claimants said in a
June 19, 2008 filing that the case dismissal or conversion "would
be grossly destructive" to creditors, The Deal notes.  The
Committee, according to The Deal, asserted that the Congoleum case
is like any other asbestos bankruptcy cases which "are inherently
complex and time-consuming."

                Court Finds 12th Plan Unconfirmable

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

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

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

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

                         About Congoleum

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

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

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

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

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

                       Going Concern Doubt

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

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

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


CONTINENTAL AIRLINES: Mulls Joining United Air in Star Alliance
---------------------------------------------------------------
Continental Airlines Inc. and United Airlines Inc., a wholly owned
subsidiary of UAL Corporation, entered into a framework agreement
to cooperate extensively, linking their networks and services
worldwide to the benefit of customers, and creating revenue
opportunities and cost savings and other efficiencies.  In
addition, Continental plans to join United in the Star Alliance,
the most comprehensive airline alliance in the world.

"Continental's plan to partner with United and join the Star
Alliance will provide substantial new opportunities for all of
our customers," said Larry Kellner, chairman and CEO of
Continental.  "In a network business, there is significant value
gained from linking with larger networks to provide truly
national coverage and expanded global reach, and exploring new
ways to reduce costs and improve efficiencies.  As we experience
some of the most challenging conditions airlines have ever faced,
we look forward to the benefits of a new relationship with United
and the other Star Alliance members."

Larry Kellner, chairman and CEO of Continental, and Glenn Tilton,
chairman, president and CEO of United, met at United's
headquarters in Chicago to sign a framework agreement outlining
the systemwide alliance and cooperation principles between their
carriers.

Teams from the two organizations worked intensively over the last
several weeks exploring creative solutions for how the two
companies could achieve efficiencies and synergies that expand
beyond the well-established benefits of codesharing.  Their work
focused on plans for significant cooperation on frequent flier
programs, lounges, facility utilization, information technology
and procurement.  This work was assisted by the efficiency
opportunities identified and relationships developed during the
parties' earlier merger discussions.

"The teams worked well together to identify opportunities to
create a unique and competitive partnership extending well beyond
a traditional code share agreement," said Glenn Tilton, chairman,
president and CEO of United.  "On behalf of the Star Alliance, I
am very pleased to invite Continental to join as a member.  
Continental will bring significant new assets to our global
alliance, and our two companies will work together effectively
with our partners to provide the best overall network in America
and the world."

               Antitrust Immunized Joint Ventures

Through this new partnership, Continental and United plan to
establish joint ventures allowing them to cooperate with each
other and with other Star Alliance airlines in international
regions and compete more effectively in an increasingly global
air travel market.

Initially, Continental will request the U.S. Department of
Transportation (DOT) to allow it to join United -- along with
Lufthansa, Air Canada and six other carriers -- in their already
established antitrust immunized alliance.  This will enable
Continental, United, Lufthansa, Air Canada and other immunized
Star Alliance carriers to work closely together as other
antitrust immunized alliances do, and to establish trans-Atlantic
and other international joint ventures so they can deliver highly
competitive flight schedules, fares and service.  The planned
trans-Atlantic joint venture, in which Continental, United,
Lufthansa and Air Canada will pool revenue, will permit the
carriers to compete more effectively with the proposed joint
venture involving certain SkyTeam members that was recently
granted antitrust immunity.  The trans-Atlantic joint venture
will combine the strength of the carriers to create a more
efficient and comprehensive trans-Atlantic network for the
carriers' customers.

Joint ventures are also planned for the Latin America and
Asia/Pacific regions, involving Continental, United and other
members of the Star Alliance.  Both antitrust immunity and code-
sharing are subject to receipt of approvals from applicable
national authorities.

Domestic Codesharing and Frequent Flier/Lounge Reciprocity
Continental's and United's route networks are highly
complementary, with little overlap, so they add value to each
other and to customers who are planning domestic and
international itineraries.

In the United States domestic market, where antitrust immunity for
solely domestic travel would not apply, the two airlines plan to  
begin broad code-sharing, which facilitates the creation of
itineraries using both carriers, as well as frequent flier
program, elite customer recognition and airport lounge
reciprocity.  These cooperative activities are subject to
regulatory notice to applicable authorities and Continental
exiting certain of its current alliance relationships. Under
code-sharing, customers will benefit from a coordinated process
for reservations/ticketing, check-in, flight connections and
baggage transfer.

Frequent flier reciprocity will allow members of Continental's
OnePass program and United's Mileage Plus program to earn miles in
their accounts when flying on either partner airline and redeem
awards on both carriers.  Travel on either carrier will count
toward elite customer recognition.  Similarly, each carrier's
customers will have access to both Continental's Presidents Club
network and United's Red Carpet Club network of airport lounges.

               Continental Joining Star Alliance

Continental's plans to join the Star Alliance and the other
planned cooperation are subject to receipt of certain regulatory
and other approvals and the termination of certain contractual
relationships, including Continental's existing agreements with
SkyTeam members that restrict its participation in another global
alliance.  Continental intends to terminate its existing
agreements with SkyTeam members and obtain the necessary
approvals to enter the Star Alliance, although Continental may
not be successful, and the time period for doing so may be out of
Continental's control.  For example, a principal contractual
restriction will not terminate until nine months after the
closing of the proposed Delta/Northwest merger.  Continental
intends to transition out of SkyTeam and into the Star Alliance
in a customer friendly manner.

Joining the Star Alliance will connect Continental with United and
19 other airlines around the world.  Within Star, frequent fliers
enjoy reciprocity with respect to both mileage accrual and
redemption among the member airlines.  The airlines also
reciprocally recognize elite status, and provide access to the
worldwide network of lounges operated by the Star Alliance
airlines.

                     About the Star Alliance

The Star Alliance network was established in 1997 as the first
truly global airline alliance to offer customers worldwide reach
and a smooth travel experience.  Star Alliance received the Air
Transport World Market Leadership Award in 2008 and was voted Best
Airline Alliance by Business Traveller Magazine in 2003, 2006 and
2007 and by Skytrax in 2003, 2005 and 2007.  The members are Air
Canada, Air China, Air New Zealand, ANA, Asiana Airlines,
Austrian, bmi, LOT Polish Airlines, Lufthansa, Scandinavian
Airlines, Shanghai Airlines, Singapore Airlines, South African
Airways, Spanair, SWISS, TAP Portugal, Turkish Airlines, THAI,
United and US Airways.  Regional member carriers Adria Airways
(Slovenia), Blue1 (Finland) and Croatia Airlines enhance the
global network.  Air India and EgyptAir have been accepted as
future members.  Overall, the Star Alliance network offers nearly
18,000 daily flights to 965 destinations in 162 countries.
          
                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 160; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)

                        *     *     *

The Troubled Company Reporter said on June 2, 2008, that Fitch
Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as: UAL & United Issuer Default Ratings at 'B-'; United's secured
bank credit facility (Term Loan and Revolving Credit Facility) at
'BB-/RR1'; and Senior unsecured rating for United at 'CCC/RR6'.

On May 19, 2008, the TCR said that Moody's Investors Service
affirmed all debt ratings of UAL Corp. and its primary subsidiary
United Air Lines, Inc. -- corporate family rating of B2 as well as
all tranches of the Enhanced Equipment Trust Certificates
supported by payments from United.  The Speculative Grade
Liquidity Rating has been changed to SGL-3 from SGL-2, and the
outlook has been changed to negative from stable.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/        
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                          *     *     *

The Troubled Company Reporter said May 21, 2008, that Moody's
Investors Service affirmed the B2 Corporate Family Rating of
Continental Airlines, Inc. as well as the ratings of its
outstanding corporate debt instruments and selected classes of
Continental's Enhanced Equipment Trust Certificates.  The
Speculative Grade Liquidity rating was lowered to SGL-3 from SGL-
2. The outlook has been changed to negative from stable.

As reported by the Troubled Company Reporter on April 22, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Continental Airlines Inc. (B/Negative/B-3) to negative from
stable.  S&P also placed its ratings on selected enhanced
equipment trust certificates that are secured by regional jets on
CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' issuer default
rating with a stable outlook.


COUDERT BROTHERS: Plan Confirmation Hearing Set for August 19
-------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York will convene a hearing on Aug.
19, 2008, at 10:00 a.m., to consider confirmation of a first
amended Chapter 11 plan of liquidation of Coudert Borthers LLP
filed on May 9, 2008.

On June 17, 2008, Judge Drain approved the adequacy of the
Debtor's amended disclosure statement pursuant to Section 1125 of
the Bankruptcy Code.  He also approved the procedures the Debtor's
proposed on the solicitation and tabulation of plan votes.  
Deadline for voting on the plan is Aug. 11, 2008.

The Plan contemplates in the liquidation of receivables, special
contingency fees and causes of action by the plan administrator.  

               Participating Partner Contributions

The cash realized from the contributions by participating
partners, receivables collected, collection of special contingency
fees, and causes of actions pursued by the plan administrator will
be the principal source of repayment of creditor claims under the
plan.

The Debtor is soliciting contributions from partners in accordance
with the findings and settlement proposal of Harrison J. Goldin,
appointed examiner, contained in a partner contribution report.  
Confirmation of the plan is contingent upon, among other things,
the Debtor's estate possessing cash on hand or in escrow of at
least $5 million.

The Debtor believes that partners are properly incentivized to
participate in the plan in meaningful numbers since, among other
things, effectiveness of releases and injunctive relief in favor
of Participating Partners is contingent upon those same thresholds
being achieved prior to confirmation.

The Debtor proposed that Aug. 1, 2008, be the deadline for
contribution by partners.  After the contribution deadline, any
partner that has not delivered his participating settlement
agreement and participating settlement amount will no longer be
permitted to participate in the plan.  In the event that the
requisite participation of partners is obtained, the plan provides
the plan administrator with full authority to commence litigation
against the partners for the full amount of their obligations or
causes of action without limitations on account of the examiner's
reports.

The amended plan classifies interests against and liens in the
Debtors in seven classes.  The classification of interests and
claims are:

                Treatment of Claims and Interests

         Type                          Estimated     Estimated
Class    of Claims        Treatment    Amount        Recovery
-----    ---------        ---------    ---------     ---------
1        secured clams    unimpaired   $1,000,000    100%

2        priority non-tax impaired     $1,551,000    100%
          claims

3        insured          unimpaired   unliquidated  100%
          malpractice
          claims

4        general          impaired      $26,000,000  39%
          unsecured
          claims

5        partner          impaired     $102,000      0%
          non-profit
          claims

6        partner profit   impaired     $3,300,000    0%
          claims

7        interests        impaired     N/A           0%

Each holder of an class 1 secured claim, if any, will receive on
the plan's effective date, at the option of the plan administrator
(a) cash in the amount of such allowed secured claim, (b) a non-
recourse conveyance of the estate's right, title and interest in
and to the collateral securing the allowed secured claim, or (c)
other, less favorable treatment as may be agreed to by the holder
of allowed secured claim and the plan administrator in writing.
Any deficiency claim resulting from the aforesaid treatment shall
be included in and treated as a Class 4 general unsecured
claim.

Each holder of class 2 priority non-tax claim against the Debtors
will be entitled to receive (a) an amount in cash equal to the
allowed amount of the priority non-tax claim, or (b) other
treatment as to which the plan administrator and such holder shall
have agreed upon in writing.

Each holder of lass 3 insured malpractice claim will be paid
solely from the proceeds of any applicable malpractice
policy with respect to the insured portion of the claim.  Any
uninsured malpractice claim shall be treated as a Class 4
general unsecured claim.

Each holder class 4 of general unsecured claim will receive one or
more distributions equal to its pro rata share of the unsecured
creditor fund.  Distributions to Class 4 holders will be paid from
the unsecured creditor fund until Class 3 holders are paid in
full.

Class 5, 6 and 7 will not receive any distribution under the plan
or from the unsecured creditor fund.

A full-text copy of the Debtor's first amended disclosure
statement can be obtained for free at:

          http://www.kccllc.net/impDateDocs.asp?D=2315

A full-text copy of the Debtor's first amended plan can be
obtained for free at:

          http://www.kccllc.net/impDateDocs.asp?D=2316

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee Of Unsecured Creditors.

In its schedules of assets and debts, Coudert listed total assets
of $29,968,033 and total debts of $18,261,380.


COUNTRYWIDE FINANCIAL: BofA Closes Acquisition, Pays $2.5 Billion
-----------------------------------------------------------------
Bank of America Corp. has closed its purchase of Countrywide
Financial Corp. for $2.5 billion yesterday, various reports say.

BofA paid Countrywide shareholders 0.1822 of a share of its stock
per Countrywide share, the San Francisco Business Times relates.  
The mortgage lender was originally priced at $4 billion, but the
purchase price eventually was whittled down to $2.5 billion based
on BofA's stock prices that fell over 40 percent since the time it
agreed to buy the ailing lender.

As part of the purchase, BofA will also slash around 7,500 jobs.  
As reported in the Troubled Company Reporter on June 27, 2008, the
reductions will take place throughout the country within the next
two years, and will begin notifying affected associates in the
third quarter.  Most of the reductions will occur in instances
where the two companies have significant overlap in staff support.  
BofA will continue to monitor market conditions and make
adjustments as appropriate.

According to Reuters, BofA will modify around $40 billion of its
inherited troubled loans over the next two years to save
distressed homeowners.  The acquisition will also result in cost
savings.  Reuters notes that BofA stopped originating sub-prime
mortgages in 2001 and said it will not do so again.

Countrywide shareholders had voted 69 percent of their outstanding
shares in favor of the acquisition.

                      About Bank of America

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

                   About Countrywide Financial

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

                         *     *     *

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

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


DAVID FHIMA: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David J. Fhima
        1924 Humboldt Avenue South
        Minneapolis, MN 55403

Bankruptcy Case No.: 08-43245

Chapter 11 Petition Date: June 30, 2008

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Steven B. Nosek, Esq.
                  Steven Nosek
                  701 4th Avenue South, Suite 700
                  Minneapolis, MN 55415
                  Tel: (612) 335-9171
                  Fax: (612) 339-9545
                  snosek@visi.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
David Wicker                     Business Debt       $1,229,921
9255 Ivy Avenue North
Grant, MN 55082-5283

Phil Weber                       Business Debt         $150,000
2160 Spruce Trail
Golden Valley, MN 55422

Rob Nelson                       Business Debt         $150,000
345 6th Avenue North
Suite 801
Minneapolis, MN 55401

Minnesota Revenue                Lo To LLC              $42,069

                                 Business Debt to       $71,308
                                 St. Paul Cafe LLC

Phillips Wine & Spirits          Business Debt - St.    $62,157
                                 Paul Cafe, LLC

                                 Business Debt -        $22,481
                                 Louix XII

                                 Business Debt to Lo     $5,655
                                 To LLC

Eric Olsen                       Business Debt          $80,000

Rewards Network Establishment    Attorneys              $70,516
                               
Curtis Restaurant                Business Debt          $60,795

Wells Fargo Business Line        Business Debt          $59,810

David Shea Architects            Business Debt          $50,000

Johnson Brothers Liquor Co.      Business Debt - St.     $9,674
                                 Paul Cafe LLC

The Fish Guys, Inc.              Business Debt           $8,327

Olympian Enterprises, Inc.       Business Debt           $4,315

Timothy R. Duncan                Business Debt -         $1,417
                                 Attorneys for Edina
                                 Creamery Company

Wine Merchants                   Business Debt             $944

Phoenix Management Systems       Collection Company        $802
                                 for CDI
                                

DEL MONTE: Seafood Business Sale Won't Affect S&P's 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on San Francisco, California-based Del Monte Foods Co.
(BB-/Negative/--) remain unchanged following the announcement
that the company has entered into an agreement to sell its seafood
business, including Starkist, to Dongwon for $363 million, subject
to a working-capital adjustment.  The company will apply net
after-tax proceeds of about $300 million to debt reduction.  

While S&P view the debt repayment favorably, its remain concerned
about near-term limited covenant cushion on Del Monte's bank
credit agreement.  Upon closing, Del Monte will enter into a two-
year agreement with Dongwon to provide operational services.  
Income from this agreement and anticipated reduced interest
expense is expected to partially offset forgone shared overhead
coverage of the seafood business and a higher ongoing tax rate
(following the sale).  The seafood business contributed about $560
million of sales (15% of consolidated revenue) in fiscal year
ending April 27, 2008.  The sale is expected to improve margins
and reduce earning volatility due to high fish costs.  The
transaction is expected to close in the second quarter of
fiscal 2009.


DELTA AIR: Passengers File Suit Alleging Merger Creates Monopoly
----------------------------------------------------------------
A group of 28 airline passengers banded together and filed a
lawsuit in the District Court in San Francisco to halt Delta Air
Lines Inc.'s proposed takeover of Northwest Airlines Corporation,
alleging that the consolidation "would result in an illegal
monopoly," the AP discloses.

According to the report, the group alleges that the merger would
leave Delta with a "monopolistic grip" on the airline industry,
which would result in increased ticket rates and poor service
quality.

"The potential for increased price-fixing, division of markets
and other anticompetitive acts among the remaining airlines is
significant," the lawsuit says, reports the AP.

Northwest spokeswoman Tammy Lee said the lawsuit is "frivolous"
since the merger is "pro-competitive and pro-consumer," according
to reports.  

"The end-to-end combination of these two carriers enhances, not
diminishes, consumer preference and choice.  The DOJ is reviewing
our case and we are highly confident this deal will be approved
by year-end," said Ms. Lee, reports The Business Review.

The merger has been criticized, by two of Northwest's labor
unions and by the chairman of the House Transportation and
Infrastructure Committee, Rep. James Oberstar, D-Minn., says the
San Francisco Chronicle.  Mr. Oberstar asserted that the merger
would likely hurt customers and could lead to further
consolidations.  He urged the Justice Department's antitrust
division to conduct a thorough review.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                         About Delta Air

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

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

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


DIAMOND ENTERTAINMENT: Bernstein Raises Going Concern Doubt
----------------------------------------------------------
Bernstein & Pinchuk LLP, in New York, expressed substantial doubt
about Diamond Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended March 31, 2007.  The auditing firm
pointed to the company's significant losses from operations since
inception and working capital deficiency.

On May 4, 2007, the company merged with Rx Africa Inc. including
its wholly owned subsidiary Rx Africa (Ethiopia) PLC.  Diamond
Entertainment Corporation subsequently changed its name to Rx for
Africa Inc.  As the result of the merger, the company has been
experiencing difficulties in finalizing the results of operations
for the quarters ending June 30, and Sept. 30, 2007.  As of
Feb. 15, 2008, the company's results of operations through the
nine month period ended Dec. 31, 2007, are not yet complete.  

The company reported a net loss of $8,878,351 on revenues of
$2,295,710 for the year ended March 31, 2007, compared with a net
loss of $1,650,802 on revenues of $3,510,475 for the year ended
March 31, 2006.

Sales decreased by approximately $1,214,000 from the prior year
with decreased DVD product and video product sales of
approximately $662,000 and $552,000, respectively.  The lower DVD
and video product sales for the year ended March 31, 2007, were
primarily the result of decreased orders from the company's major
customers, the high rate of product returns during the holiday
season and sales price erosion of both the company's DVD and video
product line.

                          Balance Sheet

At March 31, 2007, the company's consolidated balance sheet showed
$2,478,737 in total assets and $12,089,716 in total liabilities,
resulting in a $9,610,979 total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $2,183,530 in total current assets
available to pay $12,089,716 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2ee9

                   About Diamond Entertainment

Based in New York, Diamond Entertainment Corp. now known as Rx for
Africa Inc. (Other OTC: RXAF.PK) is eschewing its entertainment
business for a career in healthcare.  

The company acquired Rx Africa PLC, a company that makes AIDS/HIV,
malaria, and other drugs in Ethiopia, in 2007.  The company
decided to focus its business on pharmaceuticals and has sold off
its DVD inventory.  Previously, Diamond Entertainment had
distributed budget videos and DVDs, including collections starring
Abbott and Costello, Ozzie and Harriet, and Martin and Lewis.  Its
some 1,000 video titles -- most in the public domain -- included
motion pictures, television episodes, sports, Bible stories,
cartoons, and educational programs.  DMEC also sold children's
toys through subsidiary Jewel Products International.


DORMIA INC: Hires Hudson Capital to Conduct GOB Sales
-----------------------------------------------------
Maryland's The Daily Record reports that the U.S. Bankruptcy Court
for the District of Maryland has authorized Dormia Inc., a
subsidiary of Classic Sleep Products Inc., to hire Hudson Capital
Partners LLC, as its agent to conduct going-out-of-business sales.

The Court also permitted Dormia to terminate any lease where the
landlord agrees to waive claims.  Otherwise, the report continues,
Dormia may reject the lease, which is the bankruptcy equivalent of
a breach.

To contact Hudson:

   Hudson Capital Partners, LLC
   One Gateway Center, Suite 451
   Newton, Maryland 02458
   Tel: (617) 630-0070 (office)
        (877) 630-0070 (toll free)

Jessup, Maryland-based Dormia, Inc. -- http://www.dormia.com/--  
manufactures beds and mattresses, operating 20 stores in nine
states.  Dormia and four of its affiliates filed for chapter 11
bankruptcy protection on June 18, 2008, before the U.S. Bankruptcy
Court for the District of Maryland (Lead Case No. 08-18044).  
Michael J. Lichtenstein, Esq., at Shulman Rogers Gandal Pordy &
Ecker, P.A., represents the Debtors.

When it filed for bankruptcy, Dormia disclosed less than $50,000
in estimated assets and between $1,000,000 and $10,000,000 in
estimated debts.

The wholesale operations of its parent company, Classic Sleep, has
not filed for bankruptcy.


DUKE FUNDING IV: Moody's Junks Ratings on Two Classes of Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade these notes issued by Duke Funding IV,
Ltd.:

Class Description: $190,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2023

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

Class Description: $90,000,000 Class A-2 First Priority Senior
Secured Floating Rate Notes Due 2023

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

Class Description: $42,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2038

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $17,500,000 Class C Mezzanine Secured Floating
Rate Notes Due 2038

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

Class Description: $11,000,000 Preference Shares

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: The $3,500,000 Composite 2 Securities

  -- Prior Rating: Aa3
  -- Current Rating: Baa3, on watch for possible downgrade

In addition, Moody's also has placed these notes on review for
possible downgrade:

Class Description: The $5,000,000 Composite Securities

  -- Prior Rating: Aa3
  -- Current Rating: Aa3, on watch for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


EAGLE CREEK: Case Summary & 49 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Eagle Creek Subdivision, LLC
             521 E. Morehead St., Suite 405
             Charlotte, NC 28202

Bankruptcy Case No.: 08-04292

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Eagles Trace, LLC                          08-04293

        Aumond Glen, LLC                           08-04294

        Back Creek Farms Subdivision, LLC          08-04295

        Saddlebrook Subdivision, LLC               08-04296

Chapter 11 Petition Date: June 27, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: Trawick H Stubbs, Jr.
                  Email: efile@stubbsperdue.com
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  http://www.stubbsperdue.com/

Eagle Creek Subdivision, LLC's Financial Condition:

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Eagle Creek Subdivision, LLC's Seven Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
AO Hardee & Son, Inc           $1,357,467
Attn: Managing Agent
55 Park St. Ext.
Little River, SC 29566

McKim & Creed                  $72,064
Attn: Managing Agent
P.O. Box 890369
Charlotte, NC 28289-0369

ECS Carolinas, LLP             $9,713
Attn: Managing Agent
14026 Thunderbolt PI 500
Chantilly, VA 20151

Coastal Land Design, PLLC      $4,078
Attn: Managing Agent
P.O. Box 1172
Wilmington, NC 28402

Smith Moore, LLP               $3,445
Attn: Managing Agent
P.O. Box 21927
Greensboro, NC 27420

HR Associates PA               $2,400
Attn: Managing Agent
409 Hillsborough St.
Raleigh, NC 27603

Ohio Alpha EMC                 $1,750
Attn: Managing Agent
1340 Tuskawilla Rd., Ste. 113
Winter Springs, FL 32708

B. Eagles Trace, LLC's 13 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
SAW Construction Co.           $62,410
Attn: Managing Agent
7534 Happy Mill Road
Kernersville, NC 27284

Jamestown Engineering Grp.     $24,383
Attn: Managing Agent
P.O. Box 365
Jamestown, NC 27282

Evertree Company               $19,936
Attn: Managing Agent
1208 Eastchester Dr., Ste. 205
High Point, NC 27265

Eagles Trace HOA               $12,620
Attn: Managing Agent
614 W. Friendly Ave.
Greensboro, NC 27404

Richard C. Canady              $6,200
dba Canady's Landscape
256 Fairview Acres Road
Lexington, NC 27295

Charles H. Litaker, Inc.       $3,100
Attn: Managing Agent
P.O. Box 221129
Charlotte, NC 28222-1129

ECS Carolinas, LLC             $2,833
Attn: Managing Agent
8702 Red Oak Blvd. Ste. A
Charlotte, NC 28217

Eastwood Homes                 $2,718
Attn: Managing Agent
2857 Westport Road
Charlotte, NC 28208-3647

City of Greensboro DOT         $1,304
Attn: Managing Agent
P.O. Box 3136
Greensboro, NC 27402

Forsyth Water/Sewer Const.     $895
Attn: Managing Agent
10414 Hwy. 150 North
Clemmons, NC 27012

Trugreen Landcare              $357
Attn: Managing Agent
21486 Network Place
Chicago, IL 60673

Blaney Electric, Inc.          $184
Attn: Managing Agent
130 Newman Road
Stokesdale, NC 27357

Wyatt Early Harris et al       $150
Attn: Managing Agent
P.O. Drawer 2086
Hight Point, NC 27261

C. Aumond Glen, LLC's 16 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Southern Pools & Spas          $231,005
Attn: Managing Agent
4900 Sirus Lane
Charlotte, NC 28208

Hoopaugh Grading               $80,873
Attn: Managing Agent
303 Forsyth Hall Drive
Charlotte, NC 28273

Premier Concrete Svcs.         $7,542
Attn: Managing Agent
4608 Gibbon Road
Charlotte, NC 28269

Arcadis G&M, Inc.              $6,250
Attn: Managing Agent
Dept. 547
Denver, CO 80291-0547

United Consulting Group        $5,613
Attn: Managing Agent
P.O. Box 105267
Atlanta, GA 30348-5267

Guardway Corporation           $5,352
Attn: Managing Agent
P.O. Box 26656
Charlotte, NC 28221-6656

Professional Service Ind       $4,947
Attn: Managing Agent
P.O. Box 71168
Chicago, IL 60694-1168

Erosion Control Svcs Inc.      $4,066
Attn: Managing Agent
4006 Van Dyke Ct
Monroe, NC 28110

Hortiscapes, LLC               $3,600
Attn: Managing Agent
P.O. Box 611
Matthews, NC 28106

Graphi Cal                     $2,123
Attn: Managing Agent    
P.O. Box 850              
Locust, NC 28097        

Frye Electric Company          $1,610
Attn: Managing Agent      
P.O. Box 240785             
Charlotte, NC 28224       

Ram Pavement Services          $1,425
Attn: Managing Agent      
1400 Sharon Road West     
Charlotte, NC 28277       

Terra Genius, LLC              $1,170
Attn: Managing Agent      
20472 Chartwell Center Dr.
Cornelius, NC 28031       

PBS&J                          $1,086
Attn: Managing Agent      
P.O. Box 409357             
Atlanta, GA 30384-9357    

Aumond Glen, HOA               $762.00
Attn: Managing Agent     
P.O. Box 11906             
Charlotte, NC 28220-1906

Summit ECS, Inc.               $723
Attn: Managing Agent      
P.O. Box 7384               
Charlotte, NC 28241       

D. Back Creek Farms Subdivision, LLC's Nine Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Blythe Development Co.         $374,798
Attn: Managing Agent      
P.O. Box 31635              
Charlotte, NC 28231       

ECS-Carolinas, LLP             $8,581
Attn: Managing Agent      
14026 Thunderbolt Pl, Ste. 500
Chantilly, VA 20151       

Arcadis G&M, Inc.              $4,335
Attn: Managing Agent      
Dept. 547                 
Denver, CO 80291-0547     

Turnbull Sigmon Design         $3,918
Attn: Managing Agent      
1001 Morehead Sq Dr., Ste. 530  
Charlotte, NC 28203       

Hortiscapes, LLC               $3,296.75
Attn: Managing Agent      
P.O. Box 611                
Matthews, NC 28106        

Erosion Control Svcs Inc.      $1,423
Attn: Managing Agent      
4006 Van Dyke Ct          
Monroe, NC 28110          

Smith Moore, LLP               $608
Attn: Managing Agent      
P.O. Box 21927              
Greensboro, NC 27420      

Terra Genius, LLC              $469
Attn: Managing Agent      
20472 Chartwell Center Dr.
Cornelius, NC 28031       

Duncan-Parnell, Inc.           $146
Attn: Managing Agent      
P.O. Box 35649              
Charlotte, NC 28235-5649  

E. Saddlebrook Subdivision, LLC's Four Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
J. O. Flowe Grading Co.        $1,380,632
Attn: Managing Agent      
P.O. Box 215                
Midland, NC 28107         

Power Engineering Company      $29,918
Attn: Managing Agent      
138 Westpark Blvd.         
Columbia, SC 29210        

Summit ECS, Inc.               $10,381
Attn: Managing Agent      
P.O. Box 7384               
Charlotte, NC 28241       

WRG Design, Inc.               $1,088
Attn: Managing Agent      
5415 SW Westgate Dr., Ste. 100
Portland, OR 97221


ENERGY EXPLORATION: Dec. 31 Balance Sheet Upside-Down by $5.9MM
---------------------------------------------------------------
Energy Exploration Technologies Inc. reported net income of
$346,846 on total revenue of $5,378,451 for the year ended
Dec. 31, 2007, compared with a net loss of $3,767,458 on total
revenue of $1,100,529 for the year ended Dec. 31, 2006.

The net loss for the year ended Dec. 31, 2006, included interest
and penalties on convertible debentures of $1,137,296, versus
interest and penalties on convertible debentures of $76,059 for
the year ended Dec. 31, 2007.

In 2007 the company completed five Stress Field Detection (SFD)
surveys for three clients over an area that exceeded 15,000 sq.
km. in Alberta and British Columbia (one survey completed in 2006
and nil in 2005).  The surveys generated revenues of $5,347,982 in
2007 and $1,063,645 in 2006 plus entitle the company to a gross
overriding royalty (GORR) for any future production resulting from
the SFD survey.  

Oil and natural gas revenue was $30,469 in 2007, as compared to
$36,884 in 2006.  The company has a well at Entice, Alberta in
which it has a 22.5% working interest.  The company said the year
to year revenue variation is due to natural decline.

The company had an operating income of $560,590 in 2007, as
compared to an operating loss of $2,633,196 in 2006, representing
an overall increase of $3,193,786 in the year.  

                          Balance Sheet

Energy Exploration Technologies Inc.'s consolidated balance sheet
at Dec. 31, 2007, showed $9,222,769 in total assets, $3,327,536 in
total liabilities, and $5,895,233 in total stockholders' equity.

Full-text copies of the company's annual report on Form 20-F for
the year ended Dec. 31, 2007, are available for free at:

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

                       Going Concern Doubt

Energy Exploration Technologies Inc. believes conditions exist
that cast substantial doubt about its ability to continue as a
going concern.  

Energy Exploration Technologies Inc. said it is in the early stage
of commercializing its SFD technology.  Its ability to generate
cash flow from operations will depend on its ability to service
its existing clients and develop new clients for its SFD services.  
Management also recognizes that this early commercialization phase
can last for several years.  In addition, Energy Exploration said
that consistent with this early stage of commercialization the
company has a significant economic dependency on a few customers.

In 2007, the company's largest customer accounted for 81% of its
survey revenue and three customers accounted for 100% of survey
revenue.  At Dec. 31, 2007, the company  had amounts outstanding
from its two largest customers of $804,806.  In 2006, the company
had two customers who accounted equally for 100% of its survey
revenue.  

                     About Energy Exploration

Based in Calgary, Alberta, Canada, Energy Exploration Technologies
Inc. (OTC BB: ENXTF; TSX-V: SFD) -- http://www.nxtenergy.com/--  
is in the business of providing wide-area airborne exploration
services to the oil and gas industry.  The company utilizes its
proprietary SFD Survey System to offer its clients a unique
service to rapidly identify sub-surface structures with reservoir
potential in sedimentary basins with no environmental impact.  The
value of the service is providing clients with an efficient, cost
effective method of surveying large tracts of land and delivering
an inventory of SFD prospects with high potential.


EPIC CYCLE: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Epic Cycle Interactive Inc. filed with the U.S. Bankruptcy Court
for the Southern District of California, its schedules of assets
and liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------             -----------     -----------
  A. Real Property                     
  B. Personal Property            $ 1,040,693    
  C. Property Claimed as                            
     Exempt
  D. Creditors Holding                            $
167,632                                                   
     Secured Claims                                                     
  E. Creditors Holding
10,248                                                                                            
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                             1,139,754
     Unsecured Non-priority
     Claims                                               
                                  -----------     -----------
     TOTAL                        $ 1,040,693     $1,317,636          

                         About Epic Cycle

Based in San Diego, Epic Cycle Interactive Inc. --
http://www.epiccycle.com/-- is an Internet services firm that  
provides integrated e-business solutions to emerging growth and
medium-sized organizations.  The Debotr filed for Chapter 11
bankruptcy protection on April 22, 2008 (S.D. Calif. 08-03289).  
William M. Rathbone, Esq., at Gordon & Rees, LLP, represents the
Debtor as counsel.


FASHION HOUSE: Interim Financial Chief Michael Robbins Steps Down
-----------------------------------------------------------------
Michael P. Robbins resigned as interim Chief Financial Officer of
The Fashion House Holdings, Inc., on May 21, 2008, to pursue other
business opportunities. Mr. Robbins was serving in this position
on a part-time and temporary basis.

The company named Meldy R. Rafols, Director of Corporate Planning
and Finance, as Principal Accounting Officer, on May 22, 2008. Ms.
Rafols has served in various accounting and financial positions
with the company since 2003, and is currently designated as
Director of Corporate Planning & Finance (Controller).

Over the last 10 years, Ms. Rafols practiced as Certified Public
Accountant in the Philippines providing Management, Audit and Tax
services. Ms. Rafols served as Finance Manager with a Franchisee
that carries the brands Emporio Armani, DKNY and Prada. In
addition, Ms. Rafols served as Auditor and Management Consultant
in Carlos J. Valdes & Co., an accounting firm in the Philippines
affiliated with Coopers & Lybrand (now PriceWaterhouseCoopers). In
1987, Ms. Rafols received her Bachelor's degree in Accountancy
from the Polytechnic University of the Philippines.


Based in Los Angeles, California, The Fashion House Holdings Inc.
(FHHIQ.OB) -- http://www.thefashionhouseinc.com/-- engages in the
design, development, and marketing of women's dress and casual
fashion footwear. Founded in 2002, the company's licensed brands
include Richard Tyler Couture, tyler, Richard Tyler, Oscar by
Oscar de la Renta, O Oscar by Oscar de la Renta, Blass by Bill
Blass, Bill Blass Couture, Isaac Isaac Mizrahi line, and Mizrahi
couture. The company sells its designer footwear through
independent retailers, specialty retailers, and department stores.

The Fashion House Holdings is formerly TDI Holdings Corp.,
Kimball-Decar Corp., Kimball-Decar Corp., TangibleData Inc.,
TangibleData Inc., TDI Holdings Corp., TangibleData Inc., TDI
Holdings Corp., and Kimball-Decar Corp.

On April 16, 2008, together with The Fashion House Inc., the
company filed chapter 11 (Bankr. C.D. Calif. Case Nos. 08-12359
and 08-12363). Judge Kathleen Thompson presides over the case.  
Daniel J Weintraub, Esq., at Weintraub & Selth APC represents the
Debtors in their restructuring efforts. The Fashion House Inc.
listed total assets of $257,318 and total debts of $18,168,194 and
The Fashion House Holdings listed unknown value of assets and
total debts of $11,800,101 when they filed for bankruptcy.

                     Going Concern Doubt
Grobstein, Horwath & Company LLP raised substantial doubt on the
ability of The Fashion House Holdings Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.

The auditor pointed to the company's recurring net losses and
working capital deficit of $15,481,970 and total capital deficit
of $16,104,628 as of Dec. 31, 2007. On April 16, 2008, the company
and its wholly owned subsidiary filed voluntary petitions under
chapter 11 of the U.S. Bankruptcy Code.


FEY 240: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Fey 240 North Brand, LLC
        210 S. Orange Grove
        Pasadena, CA 91105

Bankruptcy Case No.: 08-19512

Chapter 11 Petition Date: June 30, 2008

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: John P. Schock, Esq.
                  210 S. Orange Grove, Ste. 200
                  Pasadena, CA 91105
                  Tel: (626) 298-6444

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

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

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Citizens Business Bank         $8,658,488
Attn: Ted Dondanville
1010 E. Colorado Blvd.
Pasadena, CA 91106

Glendale Career College        $2,400,000
1015 Grandview Ave.
Glendale, CA 91203

Delovely Properties, LLC       $1,138,500
495 Emigrant Creek Dr.
Ashland, OR 97520

Evilsizer Construction         $340,000

Amtech Elevator Services       $2,900

Lobar Properties               unknown

Dom Platz Properties           unknown


FIRST NATIONAL: Moody's Places Ba2 Rating on Class D Notes
----------------------------------------------------------
Moody's Investors Service has assigned ratings to three classes of
First National Master Note Trust, VFN Series 2004-1 asset-backed
notes.  The notes are backed by a certificate interest issued by
First Bankcard Master Credit Card Trust to the issuer, which in
turn is backed by a pool of receivables generated by First
National Bank of Omaha Visa and MasterCard credit card accounts.

The complete rating action is:

Issuer: First National Master Note Trust

  -- Up to $44,800,000 Class B Asset Backed Notes, VFN Series
     2004-1, rated A2

  -- Up to $43,400,000 Class C Asset Backed Notes, VFN Series
     2004-1, rated Baa2

  -- Up to $11,200,000 Class D Asset Backed Notes, VFN Series
     2004-1, rated Ba2

The ratings are based on the quality of the trust assets, the
transaction's legal and structural protections, including early
amortization triggers and credit enhancement in the form of
subordination and, in the case of the Class C and Class D notes,
an excess spread account, and the expertise of FNBO as originator
of the accounts and servicer of the receivables.

FNBO is one of the first institutions to enter the credit card
market, having issued its first credit cards in 1953.  FNBO has a
long-term bank deposit rating of A3, a short-term deposit rating
of P-2, and a bank financial strength rating of C.


FONDREN SERVICE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Fondren Service Center, Inc.
        13420 W. Bellfort Ave.
        Sugar Land, TX 77478

Bankruptcy Case No.: 08-34088

Chapter 11 Petition Date: June 27, 2008

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Calvin C. Braun, Esq.
                  Adair & Myers, P.L.L.C.
                  3120 Southwest Freeway
                  Suite 320
                  Houston, TX 77098
                  Phone: 713-522-2270
                  Fax: 713-522-3222
                  E-mail: bkcourt@am-law.com


Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

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


FORD MOTOR: June 2008 Sales Fall 28% to 174,091 Units
-----------------------------------------------------
Total Ford Motor Company sales in June 2008 is down 28% to 174,091
units, compared to last year's June sales of 242,029.

In the first half of 2008, sales of Ford, Lincoln and Mercury cars
and crossovers to retail customers were higher than a year ago.  
Retail sales for cars increased 3% and crossovers also were up
(less than 1%).  Together, cars and crossovers accounted for 59%
of Ford's first half retail sales compared with 49% in the first
half 2007.

"In the first half, Ford outperformed the industry in both the car
and crossover segments," Jim Farley, Ford group vice president,
Marketing and Communications, said.  "This performance is crucial
to creating an exciting viable Ford delivering profitable growth
for all."

Ford's new Focus paced the increase in car sales.  In the first
half, Focus retail sales increased 53% versus a year ago, and
Focus was the top-selling domestic car to retail customers.  In
the recently released J.D. Power and Associates' 2008 APEAL study,
the Focus improved 88 index points -- the largest improvement in
the industry.

Mid-size cars also posted retail sales increases in the first half
with Ford Fusion up 7%, Mercury Milan up 2% and Lincoln MKZ up
10%.

The Ford Edge paced crossovers with first half retail sales up
19%.

Gasoline prices increased a dollar (from $3 to $4 a gallon) during
the first half and this accelerated the decline in SUV and truck
sales.  In the first half, retail sales for the company's SUVs
declined 40% versus a year ago and retail sales for trucks and
vans declined 31%.

First half fleet sales declined 11% (including a 20% decline in
daily rental sales).

Overall, June sales of Ford, Lincoln and Mercury vehicles totaled
167,090, down 28% versus a year ago.  First half sales totaled 1.1
million, down 14%.

"Consumer fundamentals and consumer confidence deteriorated as the
first half unfolded," Mr. Farley said.  "The economy enters the
second half of the year with a notable absence of momentum and a
high degree of uncertainty."  "Clearly, the rapid rise in gasoline
prices, and the resulting shift toward fuel efficient vehicles,
has been challenging, but it also provides an opportunity.  "In
addition to adjusting our capacity and production plans to produce
more cars and crossovers, we are introducing several new vehicles
with class-leading fuel economy."

In June, Ford introduced a new crossover, the Flex, with best-in-
class highway fuel economy of 24 miles per gallon and Lincoln
introduced the MKS.  In 2009, the MKS will be the first vehicle
equipped with Ford’s new EcoBoost engine technology.

The 2009 model Ford Escape and Mercury Mariner started production
in June.  Equipped with a new 2.5-liter four-cylinder engine and
six-speed transmission, the Escape and Mariner deliver best-in-
class fuel economy in the small utility segment with 28 highway
miles per gallon.  The Escape and Mariner Hybrid remains the most
fuel-efficient utility vehicle on the planet, delivering 34 city
mpg and improved highway rating of 31 mpg – up from 30 mpg.

Later this year, production of the redesigned Ford Fusion, Mercury
Milan and Lincoln MKZ will begin, including new Fusion Hybrid and
Milan Hybrid versions.

In addition, Ford has announced plans to bring the European
Transit Connect to North America in 2009 -– the most fuel-
efficient commercial van on the market.

                         About Ford

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

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

                          *     *     *

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

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

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


FORD MOTOR: Plastech Customers Raise DIP Package to $99.5 Million
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation between Plastech Engineered Products Inc.
and its debtor-affiliates, and their major customers, namely
General Motors Corporation, Ford Motor Company, Johnson Controls,
Inc., and Chrysler, LLC.  The stipulation amends the terms of
their $87,000,000 DIP loan for the Debtors.

The Parties maintained the amendments are necessary to implement
the Funding Agreement with respect to the wind-down of the
Debtors' businesses.  In view of the termination of the Second
DIP Credit Agreement and the Closing on June 30, 2008, the
Debtors will have no further right to borrow under the Second DIP
Credit Agreement.

The Stipulation provides that:

   (a) The $87,000,000 DIP commitment amount is amended to read
       $99,500,000.

   (b) To satisfy the obligations of the Major Customers for
       Budgeted Expenses effective as of the Closings, the
       Debtors and the New DIP Lenders will agree on the
       aggregate amount of the items in the Revised Budget the
       payment of which is not due until after the Closings and
       excluding any amounts in the line item detail used to
       determine the Wind-down Budget.  The amount of the Accrued
       Obligations will not exceed the lesser of (x)
       $22,950,0000, and (y) the amount of availability under the
       Second DIP Credit Agreement immediately prior to the
       Closings.  If the New DIP Lenders and the Debtors cannot
       agree on the amount of the Accrued Obligation, the dispute
       will be brought before the Court on an expedited basis.

   (c) The Accrued Obligations include those amounts in
       the Revised Budget attributed to (i) lease reserve
       pursuant to Section 365(d)(5) Bankruptcy Code, (ii)
       accrued payroll, (iii) property taxes, (iv) plant
       rationalization, (v) professional fee reserve, (vi)
       professional fees, and (vii) management incentive plan.

   (d) The New DIP Lenders will advance the aggregate amount of
       the Accrued Obligations to Debtors after the Closings on
       an as needed basis to fund the applicable expenses,
       without regard to borrowing base availability under the
       Second DIP Credit Agreement.  The advances will only be
       used to pay the Accrued Obligations.

   (e) After the Closings, with the exception of advances made by
       the New DIP Lenders to fund their obligations under the
       Funding Agreement and advances made for payment of the
       Accrued Obligations, the New DIP Lenders will have no
       obligation to make further or additional DIP Loans and
       Debtors will have no right to use cash collateral.

   (f) All advances made by the New DIP Lenders under the Funding
       Agreement will be deemed to be DIP Loans made under the
       Financing Order and the Second DIP Credit Agreement.  

   (g) Except as amended, all terms of the Financing Order and
       Second DIP Credit Agreement remain in full force and
       effect.

                       About General Motors

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

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

                          *     *     *

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

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

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

                        About Chrysler LLC

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

                          *     *     *

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

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

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

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          About Ford Motor

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

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

                           *     *     *

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

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

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


FOXCO ACQUISITION: S&P Junks Rating on Proposed Deal Changes
------------------------------------------------------------
Standard & Poor's Ratings Services revised its issue-level and
recovery ratings on the proposed senior unsecured notes offering
of FoxCo Acquisition Sub LLC (the financing subsidiary of FoxCo
Acquisition LLC) due to a change in the proposed deal structure.  
The company has announced that it now intends to issue $200
million (downsized from $230 million) of senior unsecured notes
due 2016.  The senior secured portion of the financing now
consists of a $50 million revolving credit facility due 2014 and a
$515 million (upsized from $485 million) term loan B due 2015.
     
The issue-level rating on the secured facility remains at 'BB-'
(two notches higher than the 'B' corporate credit rating on FoxCo
Acquisition LLC) and the recovery rating remains at '1',
indicating S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.
     
The issue-level rating on the senior unsecured notes was revised
to 'CCC+' from 'B-', and the recovery rating was revised to '6',
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default, from '5'.  These rating changes
reflect the increased amount of senior secured debt that is ahead
of the unsecured notes.
     
Proceeds will be used to finance the acquisition of eight Fox-
affiliated television stations from News Corp. by FoxCo
Acquisition LLC, a majority owned investment of Oak Hill Capital
Partners.


F&R MANAGEMENT: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: F&R Management, L.P.
        dba Meridian Homes
        6217 Midway Road
        Haltom City, TX 76117

Bankruptcy Case No.: 08-42974

Chapter 11 Petition Date: June 30, 2008

Court: Northern District of Texas (Fort Worth)

Judge: D. Michael Lynn

Debtor's Counsel: John Park Davis, Esq.
                  (john@johndavislaw.com)
                  Davis Law Firm
                  P.O. Box 54861
                  Hurst, TX 76054
                  Tel: (817) 268-8333
                  Fax: (817) 282-2791

Total Assets: $2,516,771

Total Debts:  $2,558,816

Debtor's list of its two largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Woodhaven National Bank            Mortgage              $314,393
6750 Bridge Street
Fort Worth, TX 76112

                                   Mortgage              $387,876
                                                         Secured:
                                                         $112,500

Mohawk Carpet                      Credit Account          $7,317
P.O. Box 12069
Calhoun, GA 30701


FRIEDMAN INC: Gets OK to Implement Incentive & Retention Plans
--------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Friedman's Inc. and Crescent
Jewelers to implement a management incentive plan and an employee
retention plan, both as amended.

Judge Sontchi says the plans are in the best interests of the
Debtors and their estates.

The Incentive Plan is designed to maximize assets available for
distribution to creditors by providing incentives to two
management employees of the Debtors to maximize the value of the
bankruptcy estates.  The participants in the Incentive Plan are:

   -- C. Steven Moore, Esq., the Debtors' chief restructuring
      officer and general counsel; and

   -- Robin Ruban, the Debtors' vice-president controller.

All payments under the Incentive Plan will be in addition to
ordinary course payments of base salary and other Court-approved
performance bonus to the Plan Participants.

The payments under the Incentive Plan will be calculated based on
the Debtors' Net Cash Balance as of Aug. 29, 2008.  No incentives
are earned under the Plan at a Net Cash Balance below $11,000,000.

The Incentive Plan Participants will be paid the equivalent of
seven months' base salary if the $11,000,000 threshold is
achieved, and will receive an additional one month's base salary
for each $1,000,000 of additional Net Cash Balance over the
Threshold achieved by the Aug. 29 Measurement Date, up to a
maximum of one year's base salary for each Plan Participant.

The Base Salary is $360,500.14 for Mr. Moore, and $169,99.96 for
Mr. Urban.

The Incentive Plan payments will be made even if a Plan
Participant is not employed by the Debtors at the time a Plan
payment is made.

A full-text copy of the revised Incentive Plan is available at no
charge at:

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

The revised Employee Retention Plan proposes to pay $265,549 to
employees who will take part in store closing sales, including
lead distribution center management and merchandise planner;
individuals who will remain through the store closing sales
period, estimated to last three months; key information systems
employees who will remain through the store closing sales period;
and employees who will remain following the store closing sales
period.

A full-text copy of the revised Retention Plan is available at no
charge at:

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

A full-text copy of the Court's order is available at no charge
at:

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

Lee E. Buchwald, president of Buchwald Capital Advisors LLC, in
New York, said the employee retention plan and officer incentive
plan address the concerns of the Court and the U.S. Trustee.  Mr.
Buchwald said he worked closely with new counsel, Nicholas F.
Kajon, Esq., at Stevens & Lee, in New York, in redesigning the
plans.

Mr. Buchwald was appointed sole director of Friedman's and
Crescent Jewelers on May 21, 2008, by the company's board pursuant
to a global settlement among Harbinger, the Debtors, Official
Creditors Committee and other parties-in-interest.

Prior to Mr. Buchwald's appointment, the Debtors' request to
implement an employee retention plan and officer incentive plan
had been denied.  As a result, employee morale was very low and
the success of the ongoing GOB sales was threatened, Mr. Buchwald
said.

Mr. Buchwald also said in the period of just over one month since
he took control of the Debtors, he made substantial progress on a
number of fronts.  Mr. Buchwald worked closely with Stevens & Lee
and management to resolve open issues with the liquidators on a
consensual basis, oversee going out of business sales, prepare for
the disposition of residual inventory, reject more than 300
leases, implement a money-saving deal with the landlord for
corporate headquarters, hire a new more cost-effective claims and
noticing agent, negotiate deals with various creditors, and sell
miscellaneous assets.

"As a result of my efforts and the efforts of CRO Steve Moore and
Stevens & Lee, I believe we have enhanced the recovery potential
for the unsecured creditors in a consensual and cost-effective
fashion," Mr. Buchwald said.

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/      
-- and -- http://www.crescentonline.com/-- is the parent company       
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.

Crescent Jewelers was acquired by Friedman's and became a wholly-
owned subsidiary in 2006.

In Jan. 22, 2008, five parties, which declared claims aggregating
$9,081,199.07, filed an involuntary Chapter 7 petition against
Friedman's.  The parties that filed the involuntary petition were
Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems, Inc., dba
Jewelmark; Simply Diamonds Inc.; and Paul Winston-Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger PA, represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims, balloting, and noticing agent.  As of Dec. 28,
2007, the Debtors listed total assets of $245,787,000 and total
liabilities of $171,877,000.


FRONTIER AIRLINES: Can Hire FTI Consulting as Special Fin. Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Frontier Airlines Holdings Inc. and its subsidiaries to
employ FTI Consulting Inc. as their specialist financial advisors
nunc pro tunc to April 28, 2008, pursuant to the Engagement
Letter.

As reported in the Troubled Company Reporter on June 19, 2008, FTI
will provide consulting and advisory services that have been
determined as non-duplicative of the services to be provided by
Seabury Group LLC, the Debtors' lead financial advisors.  

FTI is expected to complete these services as at June 30, 2008:

   (a) assisting the Debtors with certain Chapter 11 reporting
       requirements, including statement of financial affairs,
       schedules of assets and liabilities, and monthly operating
       reports;

   (b) advising the Debtors on specific accounting matters
       related to the Chapter 11 cases, as required by SOP 90-7;

   (c) assisting the Debtors services that are specifically
       related to reclamation claims; and

   (d) any other financial advisory support services that may be
       requested by the Debtors and agreed to by FTI and the
       Official Committee of Unsecured Creditors, to the extent
       approved by the Court as necessary.

As specialist financial advisors, FTI will be paid based on these
hourly rates:

     Senior managing directors               $650 - $715
     Directors or managing directors         $475 - $620
     Consultants or senior consultants       $235 - $400
     Administrative and paraprofessionals    $100 - $190

Additionally, the Debtors and FTI have agreed that:

   * any controversy or claim with respect to the services
     provided by FTI to the Debtors will be brought in the
     Bankruptcy Court;

   * FTI, the Debtors, and all their successors and assigns
     consent to the jurisdiction and venue of the Court as the
     sole and exclusive forum for the resolution of claims,
     causes of actions or lawsuits;

   * FTI and the Debtors waive trial-by-jury, with the waiver
     being informed and freely made;

   * if the Bankruptcy Court does not have or retain jurisdiction
     over the claims and controversies, FTI and the Debtors will
     submit first to non-binding mediation or to binding
     arbitration, in accordance with certain dispute resolution
     procedures agreed between the parties; and

   * judgment on any arbitration award may be entered in any
     Court having proper jurisdiction.

David J. Beckman, a managing director at FTI, assured the Court
that his firm (i) has no connection with the Debtors, their
creditors or other parties-in-interest, (ii) does not hold any
interest adverse to the Debtors' estates, and (iii) is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy 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)


FRONTIER AIRLINES: Court Okays Seabury Group as Financial Advisors
------------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries obtained
authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Seabury Group LLC as strategic and
financial advisors, nunc pro tunc to the bankruptcy filing date,
pursuant to the amended engagement agreement.

As reported in the Troubled Company Reporter on April 30, 2008,
Seabury is expected to:

   (a) assist in the evaluation of the Debtors businesses and  
       prospects;

   (b) assist in the development of the Debtors long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' board of directors, various
       creditors and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve their liquidity;

   (e) evaluate the Debtors debt capacity and alternative capital
       structures;

   (f) analyze various restructuring scenarios on the value of
       the Debtors and the recoveries of those stakeholders
       impacted by the Restructuring;

   (g) provide strategic advice with regard to restructuring or
       refinancing the Debtors' obligations;

   (h) participate in negotiations among the Debtors and their
       creditors, suppliers, lenders, lessors and other
       interested parties;

   (i) value securities offered by the Debtors in connection with
       restructuring;

   (j) if required, assist in arranging debtor-in-possession
       financing;

   (k) if required, assist in the arranging of exit financing,
       including identifying potential sources of equity and debt
       capital, assisting in the due diligence process and
       negotiating the terms of any proposed financing;

   (l) if required, assist the Debtors in:
    
          -- executing a sale of assets, including identifying
             potential buyers or parties in interest, and in the
             due diligence process and negotiating the terms of
             any proposed transaction, as requested;

          -- evaluating one or more strategic transactions,
             including identifying potential strategic partners,
             assisting in the due diligence process and
             negotiating the terms of any proposed transaction,
             as requested; and

          -- providing fairness opinions related to transactions,
             financings or restructurings for which Seabury will
             have earned a fee;

   (m) provide testimony in any Chapter 11 case concerning any of
       the subjects encompassed by the other financial advisory
       services, if appropriate and as required; and

   (p) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a restructuring, transaction or financing, as requested
       and mutually agreed.

Edward M. Christie, III, Frontier's senior vice president for
Finance, said that the services to be provided by Seabury are
not duplicative with the services to be performed by any proposed
restructuring advisors and accountants.  Seabury will not be
performing any traditional public accounting and auditing
services, including the preparation of annual federal and state
tax returns related to the Debtors financial statements.

Moreover, Seabury expected to work closely with the Debtors'
proposed restructuring advisors and accountants and will
undertake every reasonable effort to avoid any duplication of
services, Mr. Christie said.

The Court ruled that no fees or expenses will be payable to
Seabury with respect to transactions where similar fees are
payable by the Debtors to another financial advisor or broker on
account of the same transaction.

The Debtors will pay the firm's customary hourly rates:

     CEO                   $850
     Managing Director      700
     Executive Director     650
     SVP/Director           630
     VP                     540
     Senior Associate       450
     Senior Analyst         320
     Analyst                240

Pursuant to the Engagement Letter, the Debtors have also agreed
to pay Seabury these fees which are not subject to any holdbacks:

   * a restructuring retainer fee of $150,000 per month for the
     first three months and $100,000 per month thereafter;

   * a corporate finance retainer fee of $75,000 per month for
     the first three months and $50,000 per month thereafter;

   * a merger and acquisition success fee ranging between
     $1,750,000 and $4,875,000 plus 0.500% to be calculated upon
     aggregate M&A transaction values;

   * an equity success fee equal to the aggregate of (i) 4.0% of
     the first $50,000,000 of equity raised, (ii) 2.50% of the
     next $50,000,000, and (iii) 1% of all amount of equity
     raised beyond $50,000,000;

   * a sale success fee equal to 0.65% of the sale's proceeds;

   * a DIP success fee equal to 2.50% for the first $25,000,000
     of DIP commitment and 1.25% of any additional DIP commitment
     amounts; and

   * a debt success fee in conjunction with arranging exit or
     debt financing pursuant to an M&A transaction equal to (i)
     1.50% of any debt financing transaction secured by a first
     lien; (ii) 2.5% of the gross proceeds secured by a second or
     more junior lien, and (iii) 3.00% of the gross proceeds of
     any indebtedness this is either unsecured or subordinated.

Any Success Fees payable to Seabury will be reduced by 50% of the
first 12 months of corporate finance retainer fees paid.  The
total Success Fees, net of credits of the Retainer Fees, will be
capped at $6,000,000.

Michael B. Cox, a managing director of Seabury, assured the Court
that his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.  Seabury is not a
creditor, an equity security holder or an insider of the Debtors
and do not have an interest materially adverse to the interest of
the Debtors' estate, he says.

Seabury will conduct an ongoing review of its files to ensure
that no disqualifying circumstances arise.  If any new relevant
facts or relationships are discovered, Seabury will supplement
its disclosure to the Court.

The Court also ruled that to the extent that there may be any
inconsistency between the terms of the Debtors' request and the
Amended Engagement Agreement, the terms of the Court order will
govern.

                 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 OIL: S&P Puts 'BB-' Credit Rating Under Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on independent refining and
marketing company Frontier Oil Corp. on CreditWatch with positive
implications.
     
The rating action reflects Frontier's continued above-average
performance relative to the industry.  In particular, Frontier's
first-quarter 2008 results--annualized debt to EBITDA below 1x and
EBITDA coverage of interest expense of 15x--highlight its low debt
leverage, high complexity refineries, and resulting superior
performance through all points of the refining cycle.  In
addition, given the consistent operating performance of the
company's refineries, Standard & Poor's has become more
comfortable with Frontier's somewhat limited asset diversification
relative to its peers.
     
S&P will review the ratings on Frontier in the near term for an
upgrade.


GENERAL MOTORS: June 2008 Dealer Sales in U.S. Drop 8% to 265,937
-----------------------------------------------------------------
General Motors Corp. disclosed June sales results, highlighted by
an 8% rise in retail car sales and continued strong performance in
crossovers.  Despite the significant decline of industry market
volume and the limited availability of some of GM's most popular
models, GM dealers in the United States delivered 265,937 vehicles
in June, down 8% (18.5% unadjusted).  Truck sales declined 6%.

"We're doing all we can to meet customer demand for our popular
crossovers and cars, including increasing overtime or adding
Saturday shifts at the plants where we build the Malibu, Aura, G6,
Enclave, Outlook, Acadia and our full-size vans," Mark LaNeve,
vice president, GM North America Vehicle Sales, Service and
Marketing, said.  "Hybrid demand and availability continues to
build, and we're seeing really positive momentum with the
Chevrolet Tahoe and GMC Yukon 2-mode hybrids.  While the truck
market continues to be impacted by the sudden rise in fuel prices,
our offerings from Chevrolet, GMC and Cadillac continue to lead
their respective segments in fuel economy and that is a decided
advantage for those shopping for those vehicles.  We expect our
market share performance to be very strong compared with April and
May."

Chevrolet Malibu total sales were up 95% with retail sales up
129%, Cobalt sales were up 37% total and 27% retail, HHR was up
39% total and 70% retail, Equinox was up 64% total and 42% retail,
while Suburban and Tahoe were both up in total sales -- 13% and 1%
respectively.

Pontiac retail sales were up 14% led by G6 up 27%, Vibe up 24%, G5
and Solstice were up 6% compared with June 2007.

The Saturn division had strong sales in June with Sky total sales
up 62%, Aura up 41% and Vue up 40%. The Astra had sales of nearly
900 vehicles.

Cadillac had a strong performance with CTS total sales increasing
31% and a retail increase of 10%, compared with the same month a
year ago.  SRX and STS both had 26% total sales increases.

GM's popular crossover Buick Enclave, GMC Acadia and Saturn
Outlook together accounted for more than 8,800 vehicle sales in
the month as demand for the vehicles continues to strain available
supply.

GM hybrid vehicles continue to gain in popularity in the
marketplace with 547 hybrid Chevrolet Tahoe and GMC Yukon 2-mode
SUVs delivered.  There were 295 Chevrolet Malibu, 30 Saturn Aura
and 277 Vue hybrids sold in June.  For the month, a total of 1,149
hybrid vehicles were delivered, with 4,376 hybrids sold so far
this year.

"Make no mistake about this ... Asian automakers do not have a
monopoly on fuel efficient vehicles.  We have a full lineup of
vehicles – including five hybrid models -- that provide industry-
leading value, great fuel economy and the best warranty coverage
of any full-line automaker," Mr. LaNeve added.  "Every month, more
and more customers are choosing our brands when shopping for a
high value, fuel efficient vehicle."

GM has aggressively managed inventories to low levels.  In June,
only about 788,000 vehicles were in stock, down about 267,000
vehicles compared with last June.  The 72 Hour Sale at the end of
June was targeted at the 2008 vehicles left in inventory. Combined
full-size pickup and utility inventory is down about 124,000
vehicles compared with June a year ago.  The sale helped rebalance
inventory to a stronger car mix.  There were about 238,000 cars
and 550,000 trucks in inventory at the end of June.  GM also
revised its 2008 industry annual sales forecast to approximately
15.0 million total vehicle SAAR, down from the mid-15 million
total vehicle SAAR range estimated earlier this year.  The
continuing impact of higher fuel prices and lack of robust
economic growth led to the revision.

                   Certified Used Vehicles

June 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 41,857
vehicles, down nearly 9% from June 2007.  Year-to-date sales are
256,543 vehicles, down 6% from the same period last year.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted June sales of 36,445 vehicles, down 10% from a
strong June 2007 sales performance.  Cadillac Certified Pre-Owned
Vehicles sold 3,270 vehicles, up 5%.  Saturn Certified Pre-Owned
Vehicles sold 1,168 vehicles, down 21%.  Saab Certified Pre-Owned
Vehicles sold 841 vehicles, up 10%, and HUMMER Certified Pre-Owned
Vehicles sold 133 vehicles, up 37%.

"The Cadillac, Saab and HUMMER Certified Pre-Owned Vehicle
programs posted solid sales increases in June, while GM Certified
Used Vehicles continued its sales leadership in the category," Mr.
LaNeve said.  "We expect growing consumer consideration in coming
months for the value and peace-of-mind assurances that come
standard on all certified GM vehicles."

             June and Second-Quarter 2008 Production

In June, GM North America produced 342,000 vehicles (136,000 cars
and 206,000 trucks).  This is down 62,000 vehicles or 15% compared
with June 2007 when the region produced 404,000 vehicles (142,000
cars and 262,000 trucks).  (Production totals include joint
venture production of 16,000 vehicles in June 2008 and 21,000
vehicles in June 2007.)  For the second quarter, GM produced
835,000 vehicles (381,000 cars and 454,000 trucks).  This is down
307,000 vehicles or 27% compared with the second quarter 2007 when
the region produced 1,142,000 vehicles (402,000 cars and 740,000
trucks).

The GM North America third-quarter production forecast of 900,000
vehicles (456,000 cars and 444,000 trucks) is down about 12%,
compared with a year ago, due to recent production adjustments
that will reduce the number of trucks produced by about 209,000
and increase the number of cars by about 89,000.  GM North America
built 1.020 million vehicles (367,000 cars and 653,000 trucks) in
the third-quarter of 2007.

                           About GM

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

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

                          *     *     *

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

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

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


GENERAL MOTORS: Plastech Customers Raise DIP Package to $99.5MM
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation between Plastech Engineered Products Inc.
and its debtor-affiliates, and their major customers, namely
General Motors Corporation, Ford Motor Company, Johnson Controls,
Inc., and Chrysler, LLC.  The stipulation amends the terms of
their $87,000,000 DIP loan for the Debtors.

The Parties maintained the amendments are necessary to implement
the Funding Agreement with respect to the wind-down of the
Debtors' businesses.  In view of the termination of the Second
DIP Credit Agreement and the Closing on June 30, 2008, the
Debtors will have no further right to borrow under the Second DIP
Credit Agreement.

The Stipulation provides that:

   (a) The $87,000,000 DIP commitment amount is amended to read
       $99,500,000.

   (b) To satisfy the obligations of the Major Customers for
       Budgeted Expenses effective as of the Closings, the
       Debtors and the New DIP Lenders will agree on the
       aggregate amount of the items in the Revised Budget the
       payment of which is not due until after the Closings and
       excluding any amounts in the line item detail used to
       determine the Wind-down Budget.  The amount of the Accrued
       Obligations will not exceed the lesser of (x)
       $22,950,0000, and (y) the amount of availability under the
       Second DIP Credit Agreement immediately prior to the
       Closings.  If the New DIP Lenders and the Debtors cannot
       agree on the amount of the Accrued Obligation, the dispute
       will be brought before the Court on an expedited basis.

   (c) The Accrued Obligations include those amounts in
       the Revised Budget attributed to (i) lease reserve
       pursuant to Section 365(d)(5) Bankruptcy Code, (ii)
       accrued payroll, (iii) property taxes, (iv) plant
       rationalization, (v) professional fee reserve, (vi)
       professional fees, and (vii) management incentive plan.

   (d) The New DIP Lenders will advance the aggregate amount of
       the Accrued Obligations to Debtors after the Closings on
       an as needed basis to fund the applicable expenses,
       without regard to borrowing base availability under the
       Second DIP Credit Agreement.  The advances will only be
       used to pay the Accrued Obligations.

   (e) After the Closings, with the exception of advances made by
       the New DIP Lenders to fund their obligations under the
       Funding Agreement and advances made for payment of the
       Accrued Obligations, the New DIP Lenders will have no
       obligation to make further or additional DIP Loans and
       Debtors will have no right to use cash collateral.

   (f) All advances made by the New DIP Lenders under the Funding
       Agreement will be deemed to be DIP Loans made under the
       Financing Order and the Second DIP Credit Agreement.  

   (g) Except as amended, all terms of the Financing Order and
       Second DIP Credit Agreement remain in full force and
       effect.

                        About Chrysler LLC

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

                          *     *     *

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

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

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

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          About Ford Motor

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

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

                           *     *     *

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

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

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

                       About General Motors

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

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

                          *     *     *

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

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

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


GERARDO ALEJO TOSCANINI: Files Schedules of Assets & Liabilities
----------------------------------------------------------------
Gerardo Alejo Toscanini filed with the U.S. Bankruptcy Court for
the Central District of California, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $ 6,750,000              
  B. Personal Property                 26,320               
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $ 8,899,109
     Secured Claims                     
  E. Creditors Holding                                26,522
     Unsecured Priority
     Claims                             
  F. Creditors Holding                             1,829,138
     Unsecured Non-priority
     Claims                             
                                  -----------    -----------
     TOTAL                        $ 6,776,320    $10,754,770     

                  About Gerardo Alejo Toscanini

Gerardo Alejo Toscanini, of 11471 Olson Drive, Garden Grove,
Calif., filed for Chapter 11 bankruptcy protection on March 31,
2008 (C.D. Calif. 08-bk-11577).  Gail Higgins, Esq., represents
the Debtor as counsel.


GOODY'S FAMILY: Taps GE Commercial's $175 Million DIP Funding
-------------------------------------------------------------
GE Commercial Finance Corporate Lending provided a $175 million
debtor-in-possession credit facility to Goody's Family Clothing
Inc.  

The loan will be used for working capital needs as the company
restructures under Chapter 11.  GE Capital Markets arranged the
transaction.
   
"GE's ability to make a significant financial commitment was key
in expediting our access to funds," said Paul White, CEO of
Goody's.  "In addition, we valued the combination of their retail
industry knowledge and restructuring expertise."
   
"Whether borrowers require financing for working capital, growth,
acquisition, project finance or turnarounds, we specialize in
providing solutions to match their needs," Tom Quindlen, president
and CEO of GE Corporate Lending, said.  "Access to capital,
industry expertise and an array of financing options means smarter
capital for our clients."

                      About Goody's Family

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

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

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


GOODY'S FAMILY: Eliminates 40 Jobs at Knoxville Headquarters
------------------------------------------------------------
Goody's Family Clothing Inc., laid off 40 employees at its
corporate headquarters in Knoxville, Tennessee, effective June 23,
2008, The Associated Press has learned.  The AP relates that John
Craig with the Tennessee Department of Labor informed The
Knoxville News Sentinel the company gave notice of the layoffs.

The AP notes that more than 400 people work at Goody's
headquarters, and that about 25 jobs were eliminated in January.

The layoffs are part of the company's restructuring strategy,
which includes closing 69 stores.

Goody's recently selected DJM Realty, a national retail real
estate disposition and restructuring firm, to exclusively manage
the disposition project of 69 retail store leases located
throughout the Southeast.  As reported by the Troubled Company
Reporter on June 26, 2008, during this process, Goody's will
continue to remain fully operational and open for business as
usual.  Property details are available at
http://www.djmrealty.com/

                      About Goody's Family

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

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

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


GRAEAGLE DEV'T: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Graeagle Development LLC
        10924 Harrisons Crossing Avenue
        Charlotte, NC 28277

Bankruptcy Case No.: 08-17088

Chapter 11 Petition Date: June 30, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Robert E. Atkinson, Esq.
                  (r.atkinson@kupperlin.com)
                  Kupperlin Law Group LLC
                  10120 South Eastern Avenue, Suite 226
                  Henderson, NV 89052
                  Tel: (702) 448 7010
                  Fax: (702) 947 6119

Total Assets: $4,305,120

Total Debts:  $2,792,027

Debtor's list of its seven largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Architechniques LLC              Architectural            $70,000
3081 Old 41 Highway Northwest    Services
Kennesaw, GA 30144-1161

Leatherwood Walker Todd and      Legal Services           $37,027
Mann P.C.
300 East McBee Avenue
Suite 500
Greenville, SC 29601-2882

Gray Engineering                 Civil Engineering        $27,000
Consultants Inc.                 Services
132 Pilgrim Road
Greenville, SC 29607

Terracon Consultants Inc.        Engineering Services     $26,500

McColgan and Company             Feasibility Study        $15,000

Paul Lee Consulting              Civil Engineering        $12,000
Engineering Associates, Inc.     Services

American Express                 Business Credit           $4,500
                                 Card


GUARDIAN ENT: Bottlecap LLC Files Schedules of Assets & Debts
-------------------------------------------------------------
Bottlecap LLC, an affiliate of Guardian Entertainment, Ltd., filed
with the U.S. Bankruptcy Court for the Southern District of New
York, its schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                              
  B. Personal Property            $   850,000               
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $   625,000
     Secured Claims                     
  E. Creditors Holding                                
     Unsecured Priority
     Claims                             
  F. Creditors Holding                            
     Unsecured Non-priority
     Claims                             
                                  -----------    -----------
     TOTAL                        $   850,000    $   625,000

                About Guardian Entertainment, Ltd.

Based in New York, Guardian Entertainment, Ltd. --
http://www.guardianltd.com/-- and two of its debtor-affiliates,  
Bottlecap, LLC and Guardian Technologies, Inc., filed for Chapter
11 protection (S.D. N.Y. Lead Case No. 07-13372) on Oct. 25,
2007).  The Debtor produces feature films, commercials and
television properties for domestic and foreign release in all
markets.  Clem G. Turner, Esq., represents the Debtor as counsel.


GUARDIAN ENT: Guardian Technologies Files Schedules of Assets
-------------------------------------------------------------
Guardian Technologies, Inc., an affiliate of Guardian  
Entertainment, Ltd., filed with the U.S. Bankruptcy Court for the
Southern District of New York, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                              
  B. Personal Property            $ 6,700,000               
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $   625,000
     Secured Claims                     
  E. Creditors Holding                                
     Unsecured Priority
     Claims                             
  F. Creditors Holding                            
     Unsecured Non-priority
     Claims                             
                                  -----------    -----------
     TOTAL                        $ 6,700,000    $   625,000

                About Guardian Entertainment, Ltd.

Based in New York, Guardian Entertainment, Ltd. --
http://www.guardianltd.com/-- and two of its debtor-affiliates,  
Bottlecap, LLC and Guardian Technologies, Inc., filed for Chapter
11 protection (S.D. N.Y. Lead Case No. 07-13372) on Oct. 25,
2007).  The Debtor produces feature films, commercials and
television properties for domestic and foreign release in all
markets.  Clem G. Turner, Esq., represents the Debtor as counsel.


HAIM REIBENBACH : Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Haim Reibenbach
        481 Philip Road
        Huntingdon Valley, PA 19006

Bankruptcy Case No.: 08-14129

Chapter 11 Petition Date: June 27, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Allen B. Dubroff, Esq.
                  Friedman, Schuman, Applebaum, Nemeroff &
                  McCaffery, P.C.
                  101 Greenwood Avenue
                  Fifth Floor
                  Jenkintown, PA 19046
                  Tel: (215) 635-7200
                  Fax: (215) 635-7212
                  adubroff@fsalaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


HANGER ORTHOPEDIC: Good Fin'l Expectations Cue S&P's Pos. Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Bethesda, Maryland-based Hanger Orthopedic Inc. to positive from
stable and affirmed the ratings, including the 'B' corporate
credit rating, on the company and its subsidiaries.
     
"The outlook revision reflects positive prospects for WalkAide and
our expectation for an improved financial risk profile," said
Standard & Poor's credit analyst Rivka Gertzulin.


ICP D600A: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: ICP D600A, LLC
        C/O Schian Walker, PLC
        3550 N. Central Ave., Suite 1700
        Phoenix, AZ 85012-2115
        Phone: (602) 277-1501

Bankruptcy Case No.: 08-07953

Chapter 11 Petition Date: June 30, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Mark C. Hudson, Esq.
                  Schian Walker, PLC
                  3550 N. Central Avenue #1700
                  Phoenix, AZ 85012-2115
                  Phone: 602-277-1501
                  Fax: 602-297-9633
                  E-mail: ecfdocket@swazlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

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


IDLEAIRE TECH: Gets Final OK to Use Wells Fargo's $25MM DIP Fund
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued a
final order allowing IdleAire Technologies Corporation to access
up to $25,000,000 in debtor-in-possession fund from Wells Fargo
Bank, National Association.  The Debtor is also allowed to use
Wells Fargo's cash collateral.

IdleAire is a borrower under a certain credit agreement dated as
of April 24, 2008, with Wells Fargo as administrative and
collateral agent and various lenders.  The prepetition agent
provided the Debtor with a revolving loan of up to $25,000,000.

The Debtor is the issuer of 13% senior secured discount notes due
2012 under that certain indenture, dated as of Dec. 30, 2005, with
Wells Fargo as trustee and collateral agent.  The 13% senior
secured notes had an aggregate principal amount of $320,000,000.

The Debtor granted the prepetition agent valid liens and senior
security interests on all of the Debtor's property and assets.

As of the bankruptcy filing, (a) the aggregate principal amount of
the prepetition lender debt is $3,711,839, plus accrued interest
of at least $18,602, under the prepetition loan agreement; and (b)
the aggregate principal amount of the secured notes is
$30,000,000, plus accrued interest.

The TCR related on May 19, 2008, IdleAire secured a $25 million
DIP credit facility to provide funding for the company as it works
through the chapter 11 reorganization process.

IdleAire officials emphasized that IdleAire has filed for chapter
11 reorganization, not for chapter 7 liquidation, noting there was
nothing in the company's petition to the court indicating any
plans for cessation of services.

A full-text copy of the order is available for free at:

               http://ResearchArchives.com/t/s?2ef7

                    Objections to the DIP Fund

U.S. Trustee Roberta DeAngelis raised questions on the benefit of
the DIP fund, The Deal says.  Ms. DeAngelis asserted that the loan
positions the Debtor's prepetition bondholders as the stalking
horse bidder.  She added that bondholders' $10,000,000 offer is
less than 10% of the Debtor's book value as of 2007, The Deal
relates.

The Deal notes that under the initial DIP agreement, an event of
default would occur if the Court won't approve a proposed bidding
procedure in three days of the Debtor's May 12, 2008 bankruptcy
filing.  That provision was subsequently altered at the behest of
the Official Committee of Unsecured Creditors that said the terms
of the DIP fund "discouraged competitive
bidding."                                  

The sale procedures were approved by the Court, the Troubled
Company Reporter said on June 2, 2008.  Qualified bid along with a
deposit equal to 10% of the purchase price must be delivered by
July 1, 2008, followed by an auction on July 3, 2008.  Bid is set
at $500,000 increment.  A hearing is set for July 8, 2008, to
consider approval of the Debtor's sale request.  The sale is
expected to close by July 18, 2008.

                         About IdleAire

Knoxville, Tennessee-based IdleAire Technologies Corp. --
http://www.idleaire.com/-- is a privately held corporation    
founded in June 2000.  It manufactures and services an advanced
travel center electrification system providing heating,
ventilation & air conditioning, Internet and other services to
truck drivers parked at rest stops.  The company delivers its
services to long-haul drivers through its patented Advanced Travel
Center Electrification(R) system, or ATE system, comprised of an
in-cab service module connected to an external heating,
ventilation and air conditioning unit, or HVAC unit, mounted on a
truss structure above parking spaces.  IdleAire has 131 locations
in 34 states and employs about 1,200 people.

The Debtor filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson LLC, represent the Debtor in its restructuring efforts.  
Kurtzman Carson Consultants LLC is the Debtor's claims and
noticing agent.  Stephen S. Gray at CRG Partners Group LLC serves
as the Debtor's chief restructuring officer.  Saul Ewing LLP
represent the Official Committee of Unsecured Creditors.  The
Debtors' schedules show $152,398,370 in total assets and
$373,220,369 in total liabilities.

The Court denied a request filed by Roberta A. DeAngelis, the U.S.
Trustee for Region 3 on May 23, 2008, to appoint a Chapter 11
examiner for the bankruptcy case.


INDEPENDENCE TAX: March 31 Balance Sheet Upside-Down by $16.3MM
---------------------------------------------------------------
Independence Tax Credit Plus L.P.'s consolidated balance sheet at
March 31, 2008, showed $102.0 million in total assets,
$113.5 million in total liabilities, and $4.8 million in minority
interests, resulting in a $16.3 million total partners' deficit.

The Partnership reported a net loss of $10.5 million on total
revenues of $18.3 million for the year ended March 31, 2008,
compared with a net loss of $6.3 million on total revenues of
$17.8 million for the year ended March 31, 2007.

Rental income increased approximately 2% to $17.6 million for the
2007 fiscal Year as compared to the 2006 fiscal year, primarily
due to an increase in tenant assistance payments at one Local
Partnership.

Other income increased approximately $77,000 to $683,364 for the
2007 fiscal year as compared to the 2006 fiscal year, primarily
due to an increase in subsidy payments received at one Local
Partnership, offset by a decrease in the amount of anti-drug
grants received at a second Local Partnership.

Total expenses, including loss on impairment of property (2007 -
$1.4 million; 2006 - $1.2 million) and cost from hurricane events
($2.3 million; 2006 - none), was $27.2 million for the 2007 fiscal
year as compared to $24.4 million in the 2006 fiscal year.

Loss from discontinued operations was $1.6 million in the 2007
fiscal year (which includes a $2.5 million gain on sale of
properties and a $5.0 million loss on impairment of property), as
compared to income from discontinued operations of $257,839 in the
2006 fiscal year.

                 Liquidity and Capital Resources

On July 1, 1991, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership.

The Partnership received $76,786,000 of gross proceeds from the
public offering from 5,351 investors and no further issuance of
BACs is anticipated.

As of March 31, 2008, approximately $59,700,000 (not including
acquisition fees of approximately $4,500,000) of the net proceeds
of the public offfering has been invested in Local Partnerships.

During the year ended March 31, 2008, two Local Partnerships sold
their property and the related assets and liabilities, the
Partnership sold its limited partnership interests in two Local
Partnerships and one Local Partnership transferred the deed to the
property and related assets and liabilities of such Local
Partnership.  

Through March 31, 2008, two Local Partnerships have sold their
property and the related assets and liabilities, the Partnership
has sold its limited partnership interests in three Local
Partnerships and one Local Partnership transferred the deed to the
property and related assets and liabilities of such Local
Partnership.  In addition, one Local Partnership entered into an
agreement to sell its property and related assets and liabilities
and the Partnership has entered into an agreement to sell its
limited partnership interest in another Local Partnership.

Subsequent to March 31, 2008, the Partnership sold its limited
partnership interest in one Local Partnership and three Local
Partnerships have entered into agreements to sell their property
and the related assets and liabilities.
  
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?2ee7

             About Independence Tax Credit Plus L.P.

Based in New York, Independence Tax Credit Plus L.P., a Delaware
limited partnership, was organized on Nov. 7, 1990, but had no
activity until May 31, 1991, and commenced its public offering on
July 1, 1991.  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 Inc. is
Centerline Holding Company.

The Partnership’s business is to invest as a limited partner in
other partnerships (Local Partnerships) that own 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.  

Qualified Beneficial Assignment Certificates holders are entitled
to tax credits over the period of the Partnership's entitlement to
claim tax credits with respect to each Apartment Complex.

The Partnership is currently in the process of disposing of its
investments.  As of March 31, 2008, the Partnership has disposed
of six of the twenty-eight original Properties.  


INDYMAC: Moody's Cuts Ratings of 129 Tranches from 28 Transactions
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 129
tranches from 28 Option ARM transactions issued by IndyMac.  
Thirty eight tranches remain on review for possible further
downgrade.  Additionally, 31 tranches were placed on review for
possible downgrade.

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

Complete rating actions are:

Issuer: IndyMac INDX Mortgage Loan Trust 2004-AR1

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

  -- Cl. B-1, Downgraded to A2 from Aa2
  -- Cl. B-2, Downgraded to Ba1 from A2
  -- Cl. B-3, Downgraded to Caa2 from Baa2

Issuer: IndyMac INDX Mortgage Loan Trust 2004-AR14

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

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

  -- Cl. B-1, Downgraded to Aa3 from Aa2
  -- Cl. B-2, Downgraded to Baa2 from A2
  -- Cl. B-3, Downgraded to B3 from Baa2

Issuer: IndyMac INDX Mortgage Loan Trust 2004-AR2

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

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

  -- Cl. B-1, Downgraded to Aa2 from Aaa
  -- Cl. B-2, Downgraded to A2 from Aa2
  -- Cl. B-3, Downgraded to Baa3 from Baa1
  -- Cl. B-4, Downgraded to Caa1 from Ba2

Issuer: IndyMac INDX Mortgage Loan Trust 2004-AR5

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

  -- Cl. B-3, Downgraded to Baa3 from Baa2
  -- Cl. B-4, Downgraded to B3 from Ba2

Issuer: IndyMac INDX Mortgage Loan Trust 2004-AR8

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

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

  -- Cl. B-2, Downgraded to Baa1 from A2
  -- Cl. B-3, Downgraded to Ba2 from Baa2
  -- Cl. B-4, Downgraded to Caa3 from Ba2

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR10

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

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

  -- Cl. B-1, Downgraded to Baa1 from Aa3
  -- Cl. B-5, Downgraded to Caa2 from Baa3

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR12

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

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

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

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

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

  -- Cl. B-1, Downgraded to A3 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to Caa2 from Baa2
  -- Cl. B-4, Downgraded to Ca from Baa3

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR14

  -- Cl. 1-A-1B1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-1B2, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

  -- Cl. B-1, Downgraded to A3 from Aa2
  -- Cl. B-2, Downgraded to Baa1 from Aa3
  -- Cl. B-3, Downgraded to Ba3 from A2
  -- Cl. B-4, Downgraded to B3 from Baa1
  -- Cl. B-5, Downgraded to Ca from Baa3

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR16IP

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

  -- Cl. B-2, Downgraded to Baa1 from A2
  -- Cl. B-3, Downgraded to Ba1 from Baa1

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

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR18

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

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

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

  -- Cl. B-2, Downgraded to A3 from Aa2
  -- Cl. B-3, Downgraded to Ba1 from A1
  -- Cl. B-4, Downgraded to B2 from A2

  -- Cl. B-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Baa2
  -- Cl. B-8, Downgraded to Ca from Baa3

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR2

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

  -- Cl. B-1, Downgraded to Aa3 from Aa2
  -- Cl. B-2, Downgraded to Baa2 from A2
  -- Cl. B-3, Downgraded to B2 from Baa2

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR4

  -- Cl. B-1, Downgraded to Aa3 from Aa2
  -- Cl. B-2, Downgraded to Baa2 from A2
  -- Cl. B-3, Downgraded to B3 from Baa2

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR6

  -- Cl. B-1, Downgraded to A2 from Aa2
  -- Cl. B-2, Downgraded to Ba1 from A2
  -- Cl. B-3, Downgraded to Caa2 from Baa3

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR8

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

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

  -- Cl. B-1, Downgraded to A1 from Aa2
  -- Cl. B-2, Downgraded to Ba1 from A2
  -- Cl. B-3, Downgraded to B3 from Baa2

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR12

  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to B3 from A2
  -- Cl. M-3, Downgraded to Caa1 from Baa2
  -- Cl. M-4, Downgraded to Ca from Baa3

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR14

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

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

  -- Cl. M-1, Downgraded to Aa1 from Aaa
  -- Cl. M-2, Downgraded to Baa1 from Aa1
  -- Cl. M-3, Downgraded to Baa3 from Aa1

  -- Cl. M-4, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-8, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Baa2
  -- Cl. M-10, Downgraded to Ca from Ba1

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR2

  -- Cl. M-2, Downgraded to A3 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from Aa3
  -- Cl. M-4, Downgraded to Ba3 from A1

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

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

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

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR4

  -- Cl. M-1, Downgraded to A3 from Aa1
  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-5, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Baa2
  -- Cl. M-7, Downgraded to Ca from Baa3

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR6

  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Ba2 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa3 from Baa2; Placed Under Review
     for further Possible Downgrade

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

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR8

  -- Cl. M-2, Downgraded to A3 from Aa2
  -- Cl. M-3, Downgraded to Baa3 from Aa3
  -- Cl. M-4, Downgraded to Ba3 from A1

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

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

Issuer: IndyMac IMSC Mortgage Loan Trust 2007-HOA1

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

  -- Cl. B-1, Downgraded to A2 from Aa1
  -- Cl. B-2, Downgraded to Baa3 from Aa2
  -- Cl. B-3, Downgraded to Ba1 from Aa2
  -- Cl. B-4, Downgraded to B1 from A1

  -- Cl. B-5, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to Caa1 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to Ca from B2

Issuer: IndyMac INDX Mortgage Loan Trust 2006-FLX1

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Baa3 from A1

  -- Cl. M-5, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

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

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX1

  -- Cl. M-5, Downgraded to A2 from Aa3
  -- Cl. M-6, Downgraded to Baa3 from A1

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

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

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX2

  -- Cl. M-1, Downgraded to Aa3 from Aa2
  -- Cl. M-2, Downgraded to A2 from Aa3
  -- Cl. M-3, Downgraded to Ba1 from A2

  -- Cl. M-4, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

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

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX3

  -- Cl. M-1, Downgraded to A1 from Aa2
  -- Cl. M-2, Downgraded to A3 from Aa3
  -- Cl. M-3, Downgraded to Ba2 from A1

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

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

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX4

  -- Cl. M-7, Downgraded to Baa1 from A3
  -- Cl. M-8, Downgraded to Baa3 from Baa1
  -- Cl. M-9, Downgraded to Ba3 from Baa2

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX5

  -- Cl. M-8, Downgraded to Baa3 from Baa2
  -- Cl. M-9, Downgraded to Ba3 from Baa3

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX6

  -- Cl. M-8, Downgraded to Baa3 from Baa1
  -- Cl. M-9, Downgraded to B1 from Baa3


ISLAND LAND: Files Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Island Land Company, Inc.
        951 Champney Street
        St. Simons Island, Georgia 31522

Bankruptcy Case No.: 08-20651

Type of Business: The Debtor develops real estate.

Chapter 11 Petition Date: June 30, 2008

Court: Southern District of Georgia (Brunswick)

Debtors' Counsel: William S. Orange-LPO, III, Esq.
                   (orangelaw@bellsouth.net)
                  1419 Newcastle Street
                  Brunswick, GA 31520
                  Tel: (912) 267-9272
                  Fax: (912) 267-7595

Total Assets: $1,395,000

Total Debts:  $1,120,147

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

          http://bankrupt.com/misc/gasb08-20651.pdf


INT'L THOROUGHBRED: Two Buyers Eyeing Princess Cruise Operations
----------------------------------------------------------------
Margie Plunkett at South Florida Sun-Sentinel relates that
International Thoroughbred Breeders Inc.'s The Palm Beach
Princess, a day cruise ship that takes gambling excursions from
the Port of Palm Beach, was scheduled to be auctioned off on July
1, 2008, by Mark Calvert, the trustee appointed by the U.S.
Bankruptcy Court for the Southern District of Florida.

Two buyers are seeking to acquire the Princess, the report
relates.

Results of the private auction are not yet available as of press
time.

According to Sun-Sentinel, Francis X. Murray, president of the
company that operates the Palm Beach Princess, said the Princess
will continue sailing if a sale doesn't materialize.  A typical
cruise carries between 300 and 500 people, the report notes.

Sun-Sentinel, citing Mr. Murray, relates that if the ship is sold,
300 employees on the ship and at corporate headquarters at the
Port of Palm Beach would be terminated by the trustee on the day
the sale closed, with the possibility that they would be rehired
by the buyer.  According to the report, Mr. Murray said Mr.
Calvert has been advised that the potential purchasers intend on
retaining many of the current employees.

It isn't clear whether Mr. Murray's company will remain as
operator of the Palm Beach Princess, but Mr. Murray said he is in
talks with the buyers, the report says.

International Thoroughbred Breeders, Inc. -- aka Palm Beach
Princess, Inc., and Palm Beach Casino Line -- and seven of its
affiliates filed separate chapter 11 petitions on December 4, 2006
(Lead Case No. 06-16441).  Two more affiliates filed separate
petitions two days later.  John W. Kozyak, Esq., represents the
Debtors.

When it filed for bankruptcy, International Thoroughbred Breeders
disclosed $14,767,693 in total assets and $35,821,222 in total
debts.

As of the petition date, International Thoroughbred Breeders owed
$36,800,000 to its primary lender, Las Vegas-based PDS Gaming,
according to Sun-Sentinel.


JEVIC TRANSPORTATION: Wants Sale Bidding Procedures Approved
------------------------------------------------------------
Jevic Transportation Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to approve
proposed bidding procedures for the sale of substantially all of
their assets, free and clear of all liens and interests.

A hearing is set for July 9, 2008, at 2:00 p.m., to consider
approval of the Debtors' request.  Objections, if any, are due
July 7, 2008, at 11:00 a.m.

Separately, the Debtors ask the Court to employ Taylor & Martin
Inc. of Nebraska as their auctioneer.  The firm is expected to
conduct public auctions to four locations includes:

   a) Atlanta, Georgia, on Aug. 5, 2008,
   b) Charlotte, North Carolina, on Aug. 7, 2008,
   c) Markham, Illinois, on Aug. 12, 2008, and
   d) Delanco, New Jersey, on Aug. 19, 2008.

For this engagement, the firm will receive (i) a 6% premium
from each purchaser in connection with the sale of each item of
equipment; and (ii) a 1% commission of the proceeds received from
the sale of all equipment.

The Debtors have determined that these equipment -- consist of
trucks, tractors, trailers, motor vehicle equipment, miscellaneous
personal property -- has no further use.  The Debtors contend that
the sale will maximize the value of their property and maximize
the return to unsecured creditors.

A full-text copy of the firm's sale auction agreement is available
free at http://ResearchArchives.com/t/s?2ee8

                    About Jevic Transportation

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


JPMORGAN CHASE: S&P Lowers Ratings on Eight Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Corp.'s series
2005-LDP1.  Concurrently, S&P affirmed its ratings on 15 classes
from this transaction.
     
The downgrades reflect the anticipated losses and credit support
erosion upon the eventual resolution of five assets with the
special servicer, Midland Loan Services Inc.  The lowered ratings
also reflect credit deterioration; specifically, 13 loans have
reported debt service coverage that is below 1.0x.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 16, 2008, remittance report, the collateral pool
consisted of 232 loans with an aggregate trust balance of
$2.80 billion, compared with 233 loans totaling $2.88 billion at
issuance.  The master servicer, also Midland, reported financial
information for 99% of the pool.  Sixty-one percent of the
servicer-provided information was full-year or interim 2007 data.  
Excluding assets with the special servicer, there are 13 loans in
the pool totaling $72 million (3%) with reported DSCs that are
lower than 1.0x.  

These loans are secured by multifamily, office, and retail
properties with an average balance of $5.5 million and have
experienced an average decline in DSC of 66% since issuance.  
Excluding defeased loans ($261.6 million, 9%), Standard & Poor's
calculated a weighted average DSC of 1.74x for the pool, up from
1.63x at issuance.  There are five assets with the special
servicer; four are 90-plus-days delinquent, and one is in its
grace period.  Appraisal reduction amounts totaling $17.3 million
are in effect for four of the five assets.  The trust has
experienced no losses to date.
     
Four of the five assets with the special servicer are MBS-
sponsored loans, collateralized by class "C" multifamily
properties in Texas and are 90-plus-days delinquent.  The four
assets are part of an offering of nonperforming MBS-sponsored
loans being conducted by Mission Capital Advisors.  Offers for all
of the assets have been accepted, and the special servicer expects
them to close by June 30, 2008.  S&P expect substantial losses
upon the resolution of the assets.  The details for the specially
serviced assets are:

     -- The Belevedere Apartments asset is a 201-unit multifamily,
        property in Houston, Texas, with a total exposure of
        $9.5 million.  An ARA of $5.1 million is in effect for
        this asset.

     -- The Regents Cove Apartment Homes is a 272-unit multifamily
        property in Fort Worth, Texas, with a total exposure of
        $9.6 million.  An ARA of $4.5 million is in effect for
        this asset.

     -- The Timbers of Pine Hollow Apartment Homes is a 228-unit,
        multifamily property in Conroe, Texas, with a total
        exposure of $7.7. An ARA of $4.1 million is in effect for
        this asset.

     -- Pine Forest Apartment Homes is a 161-unit multifamily
        property in Houston, Texas, with a total exposure of $7.2,
        including serving advances and interest thereon.  An ARA
        of $3.6 million is in effect for this asset.

     -- Park Village Apartments ($11.0 million) is the remaining
        loan with the special servicer and is secured by a 312-
        unit multifamily property in Houston, Texas.  The loan was
        transferred to the special servicer due to payment
        default.  The property suffered from high crime and
        vacancy.  New management has been put in place, and
        occupancy has improved. The borrower has provided $1
        million to cover debt service shortfalls and renovations
        to the property.  As of March 21, 2008, occupancy improved
        to 78% from 48% at Dec. 31, 2006.  S&P anticipate that the
        loan will be returned to the master servicer by third-
        quarter 2008.

Midland reported a watchlist of 21 loans ($100.7 million, 4%).  
The Indian River Office Building loan ($11.3 million, 1%) is the
largest loan on the watchlist and is secured by a 93,015-sq.-ft.
office property in Vero Beach, Florida.  The loan appears on the
watchlist because the borrower has not provided financial
statements for the past year.  The remaining loans are on the
watchlist primarily because of low occupancy or a decline in DSC
since issuance.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $1.1 billion (38%) and a weighted average
DSC of 1.89x, up from 1.74x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures.  Three
properties were characterized as "excellent," and the remaining
collateral was characterized as "good."
     
The credit characteristics of the Woodbridge Center and Harbor
Court loans are consistent with those of investment-grade
obligations.  Details of these loans are:

     -- Woodbridge Center is the largest loan in the pool, with a
        trust balance of $211.5 million (8%).  The loan is
        collateralized by 556,935 sq. ft. of a 1.6 million-sq.-ft.
        super regional mall in Woodbridge, New Jersey.  For the
        year ended Dec. 31, 2007, the DSC was 2.04x and occupancy
        was 99%.  Standard & Poor's adjusted net cash flow for
        this loan is comparable to its level at issuance.

     -- The Harbor Court loan has a balance of $27.5 million (1%).
        The loan is collateralized by a ground lease on a mixed-
        use complex consisting of office, retail, and condominiums
        near downtown Honolulu, Hawaii.  Standard & Poor's
        adjusted NCF for this loan is comparable to is level at
        issuance.

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

                          Ratings Lowered

        JPMorgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2005-LDP1

                   Rating
                   ------
       Class    To      From              Credit enhancement
       -----    --      ----              ------------------
       G        BBB-    BBB                     4.63%
       H        BB      BBB-                    3.47%
       J        B+      BB+                     3.08%
       K        B-      BB                      2.57%
       L        CCC+    BB-                     2.18%
       M        CCC     B+                      1.93%
       N        CCC-    B                       1.67%
       P        CCC-    B-                      1.28%

                        Ratings Affirmed
     
        JPMorgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2005-LDP1
   
                Class    Rating   Credit enhancement
                -----    ------   ------------------
                A-1      AAA            20.56%
                A-2      AAA            20.56%
                A-3      AAA            20.56%
                A-4      AAA            20.56%
                A-SB     AAA            20.56%
                A-1A     AAA            20.56%
                A-J      AAA            13.62%
                A-JFL    AAA            13.62%
                B        AA             11.18%
                C        AA-            10.28%
                D        A               8.35%
                E        A-              7.32%
                F        BBB+            5.65%
                X-1      AAA              N/A
                X-2      AAA              N/A


                         N/A -- Not applicable.


JUDDE PROPERTIES: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Judde Properties, Inc.
        25 Coligni Avenue
        New Rochelle, NY 10804

Bankruptcy Case No.: 08-22891

Chapter 11 Petition Date: June 27, 2008

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtors' Counsel: Arlene Gordon-Oliver, Esq.
                   (ago@rattetlaw.com)
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Total Assets: $1,300,000

Total Debts:  $1,090,764

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

          http://bankrupt.com/misc/nysb08-22891.pdf


K & E LLC: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------
Debtor: K & E, LLC
        5102 Princess Anne Road
        Virginia Beach, VA 23462

Bankruptcy Case No.: 08-72153

Chapter 11 Petition Date: June 30, 2008

Court: Eastern District of Virginia (Norfolk)

Debtors' Counsel: Karen M. Crowley, Esq.
                   (kcrowley@mclfirm.com)
                  Marcus, Crowley & Liberatore, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

           http://bankrupt.com/misc/vaeb08-72153.pdf


KIMBALL HILL: Court Sets Claims Filing Deadline August 1
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
set Aug. 1, 2008 as the deadline for entities holding claims
against Kimball Hill Inc. and its debtor-affiliates to file their
proofs of claim.

The Court also gave governmental units until Dec. 8, 2008 to file
proofs of claim against the Debtors.

Proofs of claim must be filed on or before 5:00 p.m. on the
appointed dates with the Debtors' claims agent:

   Kurtzman Carson Consultants LLC
   Kimball Hill Claims Processing
   2335 Alska Avenue
   El Segundo, California 90245

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest           
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.


KING PHARMA: S&P Holds 'BB' Rating and Revises Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Bristol,
Tennessee-based King Pharmaceuticals Inc. to negative from stable.  
At the same time, S&P affirmed its 'BB' corporate credit rating on
the company.  The action reflects Standard & Poor's concerns and
uncertainty relating to the company's ongoing product transition.
     
"The ratings on specialty pharmaceutical company King
Pharmaceuticals reflect the looming competitive challenges facing
a number of the company's core products, a lack of visibility with
regards to pipeline contributions, and the potential need for
significant debt-financed product acquisitions," said Standard &
Poor's credit analyst Brian Jones.  Still, King has a relatively
diverse product portfolio and remains very conservatively
financed.
     
Patent protection on King Pharmaceuticals' longtime lead product,
the angiotensin-converting enzyme inhibitor Altace, has expired,
and subsequent generic competition has aggressively reduced sales.  
Altace generated sales of $646 million in 2007, some 30% of King
Pharmaceuticals' annual revenues.  However, Altace sales were
nearly halved in the first quarter of 2008, dropping to
$80 million from $157 million during the same period in 2007.  
This downward trend should continue.  King Pharmaceuticals has
launched a tablet version of Altace, although in this cost-
sensitive environment, the company has thus far been unable to
establish the product in the market, given lower-cost generic
versions of the capsule formulation.


KINGSLEY CAPITAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Kingsley Capital Inc. filed with the U.S. Bankruptcy Court for the
District of Colorado, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $ 3,400,000              
  B. Personal Property              6,956,146               
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $ 4,153,233
     Secured Claims                     
  E. Creditors Holding                                29,194
     Unsecured Priority
     Claims                             
  F. Creditors Holding                               846,412
     Unsecured Non-priority
     Claims                             
                                  -----------    -----------
     TOTAL                        $10,356,146    $ 5,028,840    

Denver, Colorado-based Kingsley Capital Inc. filed its chapter 11
petition on May 23, 2008 (Bankr. D. Colo. Case No. 08-17152).  
Judge Michael E. Romero presides over the case.  Christian C.
Onsager, Esq., at Onsager, Staelin & Guyerson LLC, represents the
Debtor in its restructuring efforts.


KINGSLEY CAPITAL: Wants to Employ Onsager Staelin as Counsel
------------------------------------------------------------
Kingsley Capital Inc. has asked the authority of the U.S.
Bankruptcy Court for the District of Colorado to employ Onsager,
Staelin & Guyerson, LLC, as its counsel for the duration of the
proceedings nunc pro tunc to the Debtor's bankruptcy filing.

As compensation for its services, Onsager, Staelin's professionals
will bill at these rates:

     Christian Onsager, Esq.   $350 per hour
     Michael Guyerson, Esq.    $350 per hour
     David Rich, Esq.          $275 per hour
     Paralegal                  $80 per hour

Onsager, Staelin was paid a $5,000 retainer, $1,023.50 of which
remains undrawn as of bankruptcy filing.

Christian C. Onsager, Esq., a member of Onsager, Staelin, assures
the Court that his firm does not hold or represent any interest
adverse to the Debtor or its estate, and that the firm is a
"disinterested person" as that term is defined under Sec. 101(14)
of the bankruptcy code.

Denver, Colorado-based Kingsley Capital Inc. filed its chapter 11
petition on May 23, 2008 (Bankr. D. Colo. Case No. 08-17152).  
Judge Michael E. Romero presides over the case.  Christian C.
Onsager, Esq., at Onsager, Staelin & Guyerson LLC, represents the
Debtor in its restructuring efforts.  The Debtor filed on June 9,
2008 its schedules of assets and schedules, disclosing total
assets of $10,356,146 and total liabilities of $5,028,840.


KITTY HAWK: Court Confirms 2nd Amended Chapter 11 Liquidation Plan
------------------------------------------------------------------
The Hon. Russell Nelms of the United States Bankruptcy Court
for the Northern District of Texas, Forth Worth Division,
confirmed a second amended joint Chapter 11 plan of liquidation
that  Kitty Hawk Inc. and its debtor-affiliates filed on June 23,
2008.

Jessica L. Wilson will serve as the estate representative.  She is
expected to administer all assets of the Debtors' remaining assets
for the benefit of claim holders entitled to a distribution under
the plan.

As reported in the Troubled Company Reporter on May 20, 2008,
Judge Nelms approved an amended disclosure statement the Debtors
filed on May 14, 2008.  Judge Nelms held that the amended
disclosure statement contains adequate information pursuant to
Section 1125 of the Bankruptcy Code.

                      Overview of the Plan

The Plan contemplates the liquidation of the Debtors' remaining
assets and distribution of the proceeds to all valid claim
holders, according to the Disclosure Statement.  All distributions
will be made by the disbursing agent.

As of March 18, 2008, the Debtors recorded approximately
$55,122,451 in claims, consisting of $1,674,692 in secured claims,
$5,794,921 in priority claims and a $47,652,838 in general
unsecured claims.  At least 593 claims have been filed against the
Debtors as of May 1, 2008.

On April 28, 2008, the Debtors reached an agreement with Air Line
Pilots Association (ALPA) that provides, on a net basis, for the
payment of $870,000 in the aggregate to ALPA, which represent a
recovery of approximately 6.9% of all claims asserted by ALPA.

The Debtors have yielded at least $5.96 million for the sale of
various equipment an property.

The amended plan classifies interests against and liens in the
Debtor in seven classes.  The classification of interests and
claims are:

                Treatment of Claims and Interests

                   Type of                         Estimated
    Class          Claims             Treatment    Recovery
    -----          ------             ---------    ---------
    unclassified   administrative                    100%
                   claims

      1            priority non-tax   unimpaired     100%
                   claims

      2            secured claims     unimpaired     100%

      3            ALPA claims        impaired       6.9%

      4            general unsecured  impaired       3.3%-10.3%
                   claims

      5            intercompany       impaired       0%
                   claims

      6            equity interest    impaired       0%
                   in the Kitty Hawk
                   Inc.

      7            equity interest    impaired       0%
                   in the subsidiary
                   Debtors

Holders of class 1 priority non-text claims will receive cash in
full in an amount equal to the allowed amount of the claim on the
initial distribution date.

At the option of the Debtors, each holder of class 2 secured claim
will receive, either (i) the collateral securing the claim, (ii)
cash in an amount equal to the lesser of the allowed amount of the
claim plus interest, (iii) the treatment required under Section
1124(2) of the Bankruptcy Code for the claim to be unimpaired, or
(iv) other treatment to which the Debtors and the holder will
agree.  Any governmental with secured claim for ad valorem
business personal property taxes will retain its lien until the
claim is paid in full.

Holders of class 3 ALPA claims will be entitled to
receive:                                                                      

    i) ALPA shall receive $936,925 in Cash on the Effective Date,
       payable directly to ALPA's members as directed by
       ALPA;

   ii) the Debtors will pay the prepetition expense reports of
       ALPA's members, to the extent credible and subject to the
       cap on wage claims under section 507(a)(4) of the
       Bankruptcy Code;

  iii) the ALPA CBA shall be terminated effective as of the
       Effective Date;

   iv) ALPA shall pay $52,401 as reimbursement to the Debtors
       for pilot payroll paid while pilots were working on ALPA
       business;

    v) ALPA shall reimburse the Debtors for $9,318 in dues
       overpayments;

   vi) $5,224 shall be withheld by the Debtors from payments to
       ALPA on account of dues that should have previously been
       withheld; and

  vii) the parties shall exchange mutual releases.

Each holder of class 4 general unsecured claims will receive its
pro rata share of the cash generated from the estate's remaining
assets after all valid claims are paid.  The first distribution
will take place on the initial distribution date, with additional
distributions to be made on the succeeding distribution until the
Debtors' assets are liquidated completeley.

Class 5, 6 and 7 will be eliminated and cancelled.  All equity
interest will be delisted from all trading exchanges on the Plan's
effective date.

A full-text copy of the Amended Disclosure Statement is available
for free at:

             http://ResearchArchives.com/t/s?2c1d

A full-text copy of the Amended 2nd Joint Chapter 11 Plan of
Liquidation is available for free at:

             http://ResearchArchives.com/t/s?2ef0

                       About Kitty Hawk

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  The
Official Committee of Unsecured Creditors has selected Munsch,
Hardt, Kopf & Harr, P.C., as its counsel.  As of Aug. 31, 2007,
the Kitty Hawk's balance sheet showed total assets of $40 million
and total liabilities of $31 million.


KNIGHTSBRIDGE CLO: Moody's Assigns Ba2 Rating on Class E Notes
--------------------------------------------------------------
Moody's Investors Service has assigned these ratings to notes
issued by Knightsbridge CLO 2008-1 Limited:

  -- Aaa to the $196,000,000 Class A Senior Secured Floating Rate
     Delayed Draw Notes, Due 2018;

  -- Aa2 to the $16,000,000 Class B Senior Secured Floating
     Rate Notes, Due 2018;

  -- A2 to the $16,000,000 Class C Senior Secured Deferrable
     Floating Rate Notes, Due 2018;

  -- Baa2 to the $10,000,000 Class D Secured Deferrable Floating
     Rate Notes, Due 2018; and

  -- Ba2 to the $16,500,000 Class E Secured Deferrable Floating
     Rate Notes, Due 2018.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio due to defaults, the transaction's
legal structure and the characteristics of the underlying assets,
which consist primarily of senior secured middle market loans.

ACKB LLC will manage the selection, acquisition and disposition of
collateral on behalf of the issuer.


KONTAR INVESTMENTS: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Kontar Investments, Inc.
        3402 Dowling, Ste. 200-A
        Houston, TX 77004

Bankruptcy Case No.: 08-34128

Type of Business: The Debtor invests in real estate.

Chapter 11 Petition Date: June 30, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Robert Hohenberger, Esq.
                  Email: rhohenberger-ecf@law-tex.com
                  2500 Wilcrest, Ste. 107
                  Houston, TX 77042
                  Tel: (713) 680-9454
                  Fax: (713) 680-1264
                  http://law-tex.com/

Total Assets: $4,089,500

Total Debts:  $2,231,432

A copy of Kontar Investments, Inc.'s petition is available for
free at:

      http://bankrupt.com/misc/txsb08-34128.pdf


LEVITT AND SONS: Intercompany Claims Bar Date Extended to Sept. 30
------------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida extended the bar date for filing
Intercompany Claims in the Chapter 11 cases of Levitt and Sons LLC
and its debtor-affiliates to Sept. 30, 2008.

Judge Ray also extended the Bar Date, through and including
April 11, 2008, for six homeowners associations -- Cascades of
Groveland Homeowners' Association, Inc.; Cascades at River Hall
Residents' Association, Inc.; Jesup's Reserve Townhomes Owners'
Association, Inc.; Jesup's Landing Townhomes Owners' Association,
Inc.; The Reserve at Standford Homeowners' Association, Inc.; and
Turtle Creek Residents' Association, Inc.

The request of Andrew J. Bolnick for an extension of time to file
a proof of claim in his capacity as receiver of certain of the
Debtors' abandoned properties is denied.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  The Debtors have until June 27,
2008, to file a plan.  (Levitt and Sons Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Weinstock Seeks to Dismiss Adversary Proceeding
----------------------------------------------------------------
Weinstock & Scavo P.C. asks the U.S. Bankruptcy Court for the
Southern District of Florida to dismiss Wachovia Bank, National
Association's Second Amended Complaint, or, in the alternative,
grant judgment on the pleadings requiring Wachovia Bank to
immediately release all applicable liens.

Michael Weinstock, Esq., at Weinstock & Scavo, P.C., in Atlanta,
Georgia, asserts that the Second Amended Complaint, which is
Wachovia's third attempt to assert viable claims against certain
defendants, fails to improve upon factual and legal deficiencies
inherent in Wachovia Bank's previous allegations.  The defendants
include Levitt and Sons, LLC; Levitt and Sons of Horry County,
LLC; Levitt and Sons of Hall County, LLC; Levitt and Sons of
Cherokee County, LLC; Weinstock & Scavo; and The Floyd Law Firm,
P.C.

Mr. Weinstock maintains that dismissal remains appropriate for
these reasons:

   (a) The Bankruptcy Court lacks subject matter jurisdiction.
       No legitimate basis exists for subject matter
       jurisdiction in the Adversary Proceeding, it is not a core
       matter, and Weinstock & Scavo does not consent to a final
       determination by the Bankruptcy Court.

   (b) The Second Amended Complaint fails to state a claim upon
       which relief can be granted.  Regarding Weinstock & Scavo
       specifically, the complaint fails to allege the existence
       of an "actual controversy" between Wachovia and the firm,
       as required to confer jurisdiction on the Court under
       Declaratory Judgment Act, 28 U.S.C. Section 2201.

   (c) The Second Amended Complaint fails to join a party under
       Rule 19 of the Federal Rules of Civil Procedure.  The
       individual homebuyers who purchased, and now own, the
       properties on which Wachovia Bank claims a lien are
       clearly indispensable parties to the litigation.

The homebuyers and their lenders may currently have claims
against Wachovia Bank regarding the encumbrance, which Wachovia
Bank refuses to release over the Properties, Mr. Weinstock
informs the Court.  However, the claims must be adjudicated in
Georgia and South Carolina, where the homebuyers are subject to
personal jurisdiction and the courts have authority to divest
title, Mr. Weinstock continues.  Complete relief cannot be
accorded among the current parties, he says.

Mr. Weinstock notes that Chicago Title Insurance Company is not
the title insurer for all the homebuyers, and adjudication in the
Court without the presence of the homebuyers will subject the
parties to a substantial risk of incurring double, multiple or
otherwise inconsistent obligations.

A judgment rendered by the Court in the homebuyers' absence would
be prejudicial to the parties and the homebuyers, and would waste
judicial resources, Mr. Weinstock points out.  

Upon dismissal, Wachovia will be left with an adequate remedy in
the Georgia or South Carolina courts via quiet title actions or
attempts to effectuate a foreclosure of its alleged remaining
security interest in the Properties, he tells the Court.

"This Court cannot possibly entertain the possibility of
adjudicating whether or not Wachovia can retain a [$100,000,000]
lien on 94 affected properties without the 94 affected homeowners
here to defend themselves and protect their property rights,"
David M. Levine, Esq., at Tew Cardenas LLP, in Miami, Florida, on
behalf of Chicago Title, says in a separate filing.

The Court should either join the 94 affected homeowners as
necessary parties to this action or dismiss the Adversary
Proceeding for failure to join indispensable parties, Mr. Levine
asserts.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  The Debtors have until June 27,
2008, to file a plan.  (Levitt and Sons Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LILLIAN VERNON: Has Until October 31 to File Chapter 11 Plan
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended the exclusive periods of Lillian Vernon Corp. and its
debtor-affiliates to:

   a) file a Chapter 11 plan until Oct. 31, 2008; and

   b) solicit acceptances of that plan until Dec. 30, 2008.

As reported in the Troubled Company Reporter on June 12, 2008, the
Debtors told the Court that they need additional time to
formulate a Chapter 11 plan of reorganization that maximizes
returns to creditors.

The Debtors intended to use the extension periods to complete the
transfer of all assets to Current USA Inc., a subsidiary of Taylor
Corporation.  As reported in the Troubled Company Reporter on
April 7, 2008, the Court authorized the Debtors to sell all their
assets to Current USA for $15.8 million.  Current USA was the
successful bidder at an April 1 auction beating Creative Catalog
Corp.

In addition, the Debtors will use the time to liquidate their
remaining assets and resolve several critical issues that will
arise during the wind-down of the assets.

                     About Lillian Vernon

Based in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct          
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended Feb. 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.  

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D. Del.,  Case No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The U.S. Trustee for Region 3 has appointed
creditors to serve on an Official Committee of Unsecured Creditors
in these cases.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


MASSEY ENERGY: Court OKs Derivative Suit Deal with Manville Trust
-----------------------------------------------------------------
A court has approved a shareholder derivative settlement entered
by Massey Energy Company with institutional shareholder Manville
Personal Injury Settlement Trust, which commenced the action
aiming to improve the company's policies and procedures in the
areas of environmental compliance and worker safety.

Motley Rice LLC, plaintiffs' litigation firm, represented Manville
Personal Injury Settlement Trust.

In the settlement with the Manville Trust, which resolves personal
injury claims resulting from exposure to the asbestos-related
products of the Johns-Manville Corporation and its affiliated
entities, Massey Energy Co. agreed to significant structural
changes and initiatives to improve and advance the company's
environmental and worker-safety practices.

The reforms provided by the settlement include the creation of new
corporate vice presidents for Best Environmental Practices and
Best Safety Practices, the implementation of an annual Corporate
Social Responsibility Report to shareholders, and additional
measures to improve monitoring and compliance.  Originally
proposed in May, the settlement was approved by Kanawha County
Circuit Court Judge Irene Berger on June 25, 2008.

The Manville Trust filed the case in July 2007, against company
chairman, CEO, and president Don Blankenship and certain other
current and former officers and directors.  The plaintiff sought
several corporate governance reforms, specifically regarding
environmental compliance and worker safety.

Citing several incidents involving Massey Energy, including a
major federal water pollution lawsuit, penalties for two coal
miners' tragic deaths and other safety and environmental
compliance problems, the lawsuit claimed that a conscious failure
by the defendants to ensure compliance with federal and state
regulations and other legal obligations posed a substantial threat
of monetary liability for violations.

"The reforms outlined in the settlement will help ensure that the
company's practices conform to applicable legal requirements and
also will promote a safe working environment for Massey Energy
employees," Ann Ritter, Motley Rice LLC member who played a
significant role in negotiating the settlement, said.  

"There is a large body of empirical evidence establishing that the
quality of a company's governance practices correlates positively
with increased shareholder value," Ms. Ritter added.

Motley Rice LLC, Andrew MacQueen of Charleston, West Virginia, and
Rigrodsky & Long, P.A., worked together on this shareholder
derivative action.

                     About Massey Energy

Headquartered in Richmond, Virginia, Massey Energy Company (NYSE:
MEE) -- http://www.masseyenergyco.com/-- is a coal producer with    
operations in West Virginia, Kentucky and Virginia.

                          *     *     *

Moody's Investor Service placed Massey Energy Company's
probability of default rating at 'B1' in September 2006.  The
rating still holds to date with a stable outlook.


MCMORAN EXPLORATION: S&P Holds Rating and Revises Outlook to Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on oil and
gas exploration and production company McMoRan Exploration Co. to
positive from stable and affirmed its ratings, including the 'B'
corporate credit rating on the company.
     
"The positive outlook reflects the company's strengthened drilling
program, especially at the Flatrock field, as well as the robust
cash flows associated with this production, which should result in
a significant decrease in leverage by the end of 2008," said
Standard & Poor's credit analyst Amy Eddy.
     
The corporate credit rating on McMoRan Exploration Co. reflects
the company's high-risk deep-shelf exploration strategy in the
Gulf of Mexico, unproven ability to profitably add proved
reserves, and high, but improving leverage.  The rating also
reflects strong cash flows resulting from steep decline curves and
an improving production profile.
     
As of March 31, 2008, McMoRan had $871 million in adjusted total
debt (including tax adjusted asset retirement obligations).


M FABRIKANT: To Recoup $201 Million from Fortgang et al.
--------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the United States
Bankruptcy Court for the Southern District of New York authorized
M. Fabrikant & Sons Inc. to recover money from five members of the
Fortgang family and 12 of their affiliates companies for alleged
fraudulent and preferential transfers.

Each member of the Fortgang family, however, are allowed by the
Court to take at least $125,000 per month from its bank accounts
for personal purposes, Mr. Rochelle reports.

As reported in the Troubled Company Reporter on June 27, 2008,
these amounts will be taken from the named defendants:

     Members               Amounts
     -----------------   -----------
     Charles Fortgang    $87,600,000
     Matthew Fortgang    $49,400,000
     Susan Fortgang      $43,900,000
     Marjorie Fortgang   $16,900,000
     Theresa Fortgang     $3,700,000

The Fortgang family, which owned 82% of the Debtor's common stock,
is accused of fraudulent and preferential transfers amounting to
more than $100 million.  The assets were allegedly diverted to
affiliate companies in the 16 months preceding the Debtor's
chapter 11 filing, court papers said.

The affiliated companies includes Alpha Diamond Co.; Am-Gold
Products, Inc.; Aresco, Inc.; Clover Corporation; Diamfab PVBA;
Fab-Oro Italy s.r.l. Fabrikant Commonwealth Trading, Inc.;
Fabrikant Hong Kong Ltd.; Fabrikant H.K. Trading, Ltd.; R.A. Cut,
LLC fka Royal Asscher Cut, LLC; Scott Diamond Co., Inc.; and
Vision Solutions Impact, LLC.

According to court documents, the transfers were made in form
of (i) undocumented, unsecured and interest-free advances to
affiliates that were insolvent, and (ii) preferential debt
repayment that the Debtor, while insolvent, made to other
affiliates.

                      About M. Fabrikant

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.


M FABRIKANT: Files Schedules of Assets and Liabilities
------------------------------------------------------
M. Fabrikant & Sons Inc. delivered to the United States Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------               ------------    -----------
   A. Real Property               $    925,000
   B. Personal Property            224,687,204
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           
      Secured Claims
   E. Creditors Holding                           $   362,985
      Unsecured Priority
      Claims
   F. Creditors Holding                            70,080,209
      Unsecured Nonpriority
      Claims
                                  ------------    -----------
      TOTAL                       $225,612,204    $70,443,195

                      About M. Fabrikant

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.


MORGAN STANLEY: S&P Chips Ratings on 11 Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2006-IQ11 and removed them
from CreditWatch, where two were placed with negative implications
on June 26, 2008, and nine were placed with negative implications
on Dec. 4, 2007.  In addition, S&P affirmed its ratings on 11
classes from this series.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of the four specially serviced assets.  The
lowered ratings also reflect concerns regarding nine of the 14
loans that have a reported a debt service coverage below 1.0x.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 15, 2008, remittance report, the collateral pool
consisted of 231 loans with an aggregate trust balance of
$1.585 billion, compared with 232 loans totaling $1.616 billion at
issuance.  Cooperative loans secure 11.7% of the pool.  The master
servicer, Wells Fargo Commercial Mortgage Servicing, reported
financial information for 94% of the pool.  Seventy-four percent
of the servicer-provided information was full-year 2007 data.  
There are 14 loans in the pool totaling $57.8 million (4%) with
reported DSCs lower than 1.0x; however, only nine loans have seen
significant declines in DSC since issuance.

The loans are secured by various properties with an average
balance of $4.9 million.  These loans have seen an average decline
in DSC of 35% since issuance.  Standard & Poor's calculated a
weighted average DSC of 1.83x for the pool, down from 2.17x at
issuance.  There are four delinquent loans in the pool, which are
with the special servicer, LNR Partners Inc.
     
The trust has experienced no losses to date.  Standard & Poor's
used available market information to determine the potential
losses and recoveries on the specially serviced assets; details
are:

     -- The fifth-largest exposure in the pool, LeNature's
        Headquarters, has a balance of $55.8 million and
        additional advances, including interest thereon, totaling
        $299,938.  The fee interest in a 530,856-sq.-ft.
        industrial building in Phoenix, Arizona, secures the loan.   
        The loan was transferred to LNR on Nov. 1, 2006, after the
        sole tenant, LeNature Inc., filed for bankruptcy.  
        LeNature vacated the property in December 2006, and the
        debt service was being paid indirectly by the owner of the
        bottling equipment until the equipment was removed from
        the property in November 2007.  The ownership has been
        consolidated under a special purpose entity formed by CB
        Richard Ellis Investors, which has agreed to pay the debt
        service and operating expenses at the property for an
        initial period of 12 months. CBRE has agreed to a
        "cooperative turnover," which has springing recourse
        provisions under certain circumstances, if the LeNature's
        Headquarters loan defaults under the workout agreement.

     -- The L-3/ Bulova Building loan has a balance of
        $14.5 million (1%) and additional advances, including
        interest thereon, totaling $342,067.  The loan is secured
        by a 212,000-sq.-ft. office property in Lancaster,
        Pennsylvania.  The loan was transferred to LNR on
        April 29, 2008, due to imminent default after the former
        sole tenant, L-3 Communications Corp. (BBB-/Stable/--),
        vacated the property and stopped paying rent.  The loan is
        currently 60-days delinquent.

     -- The Brasswood II Apartments has a balance of $5.0 million
        and additional advances, including interest thereon,
        totaling $312,369.  The loan is secured by a 132-unit
        multifamily property in Greenville, North Carolina.  The
        loan was transferred to LNR on March 12, 2007, due to
        payment default.  The borrower filed for bankruptcy in
        March 2008, and a reorganization plan has not been
        proposed to date.

     -- The Avon Creek loan has a total exposure of $1.9 million
        and is secured by an 11,479-sq.-ft. retail property in
        Avon, Indiana.  The loan was transferred to LNR on
        Feb. 27, 2008, due to imminent default after one of the
        three tenants vacated the property, resulting in 30%
        occupancy.  The loan is currently 90-plus-days delinquent.

Wells Fargo reported a watchlist of 23 loans ($76.9 million, 5%),
six of which (totaling $20.4 million) are secured by New York City
Cooperatives.  Excluding the cooperative loans, the remaining
loans on the watchlist have an average balance of $4.5 million,
and none of the loans have a balance greater than $7.2 million.   
The loans are on the watchlist primarily because of low occupancy
or a decline in DSC since issuance.
     
The top 10 loans have an aggregate outstanding balance of
$561.9 million (35%) and a weighted average DSC of 1.45x, up from
1.42x at issuance.  The weighted average DSC calculation excludes
the LeNature loan and the ninth-largest loan (1%), which is
secured by a cooperative property.  Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 exposures.  All the properties
were characterized as "good."
     
The credit characteristics of the Home Depot in Jamaica N.Y. loan
are consistent with those of an investment-grade obligation.  The
Home Depot in Jamaica N.Y. loan is the seventh-largest loan in the
pool and has a balance of $26.0 million.  The fee and leasehold
interest in 3.1 acres of land beneath a 105,196-sq.-ft Home Depot
Inc. (BBB+/Stable/A-2) retail property in Queens, N.Y., secures
the loan.  Standard & Poor's calculated a DSC of 1.27x based on
the net ground rent payments.  The ground lease expires in May
2025 and has five, five-year extension options and one, four-year
extension option remaining.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
       

       Ratings Lowered and Removed from Creditwatch Negative

                Morgan Stanley Capital I Trust 2006-IQ11
            Commercial mortgage pass-through certificates

                   Rating
                   ------
        Class    To      From            Credit enhancement
        -----    --      ----            ------------------
        D        A-      A/Watch Neg           7.01%
        E        BBB+    A-/Watch Neg          5.99%
        F        BBB     BBB+/Watch Neg        5.10%
        G        BB+     BBB/Watch Neg         3.95%
        H        BB-     BBB-/Watch Neg        3.06%
        J        B       BB+/Watch Neg         2.55%
        K        B-      BB/Watch Neg          2.29%
        L        CCC+    BB-/Watch Neg         2.04%
        M        CCC     B+/Watch Neg          1.66%
        N        CCC-    B/Watch Neg           1.27%
        O        CCC-    B-/Watch Neg          1.15%

                         Ratings Affirmed
     
              Morgan Stanley Capital I Trust 2006-IQ11
            Commercial mortgage pass-through certificates
   
                 Class    Rating   Credit enhancement
                 -----    ------   ------------------
                 A-1      AAA            30.60%
                 A-1A     AAA            30.60%
                 A-2      AAA            30.60%
                 A-3      AAA            30.60%
                 A-4      AAA            30.60%
                 A-M      AAA            20.40%
                 A-J      AAA            11.09%
                 B        AA              9.18%
                 C        AA-             8.41%
                 X        AAA              N/A
                 X-Y      AAA              N/A

                        N/A -- Not applicable.


MOTE GROUP: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Mote Group Real Estate Partners LLC
        106 East 6th Street, Suite 900
        Austin, TX 78701

Bankruptcy Case No.: 08-11219

Type of Business: The Debtors are real estate and building
                  developers.  See http://www.themotegroup.com/

Chapter 11 Petition Date: June 30, 2008

Court: Western District of Texas (Austin)

Debtor's Counsel: B. Weldon Ponder, Jr., Esq.
                  (welpon@austin.rr.com)
                  Building 3, Suite 200
                  4601 Spicewood Springs Road
                  Austin, TX 78759-7841
                  Tel: (512) 342-8222
                  Fax: (512) 342-8444

Total Assets: $4,000,000

Total Debts:  $2,403,456

Debtor's list of its 10 largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Innerspace, Inc.                 Professional             $76,250
Attn: Elisa Bentivoglio          Services
One Greenway Plaza, Suite 114
Houston, TX 77046

Clark Thomas and Winters P.C.    Professional             $58,002
Attn: Brenda Barrett-Healey      Services
300 West 6th Street, 15th Floor
Austin, TX 78701

919 Congress Avenue LLC          Promissory Note          $20,074
Attn: Property Manager
919 Congress Avenue, Suite 1020
Austin, TX 78701

Bobby Afshin                     Debt Sourcing            $20,000

Spaw Glass                       Pricing Exercise          $9,000

Graves Dougherty                 Legal Fees                $6,448
Hearon & Moody

Time Warner Cable                Communication             $5,013
                                 Equipment

Noack Little Architects          Architectural             $3,381
                                 Services

Cunningham Allen                 Site Plan Extension         $350

Olive Grove Partners II Ltd.     Legal Fees                    $0


NATIONAL ENERGY: Wants to Enter into Settlement With NEGT Entities
------------------------------------------------------------------
National Energy & Gas Transmission Inc. and its debtor-affiliates
ask the United States Bankruptcy Court for the District of
Michigan to enter into a settlement agreement with NEGT Energy
Trading - Power L.P., NEGT Energy Trading Holdings Corporation and
certain California parties.

Under the proposed agreement, all claims against NEGT parties
arising out of events in the markets for electricity capacity,
energy and ancillary services in territories covered by the
Western Electricity Coordinating Counsel, including the California
markets, from Dec. 13, 1995, to June 20, 2001, will be settled.

A hearing is set for July 24, 2008, at 10:30 a.m., to consider
approval of the Debtors' request.

                      About National Energy

Bethesda, MD-based PG&E National Energy Group Inc. nka National
Energy & Gas Transmission Inc. -- http://www.pge.com/--
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.  The Company and six of
its affiliates filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  When the Company filed for
protection from its creditors, it listed $7,613,000,000 in assets
and $9,062,000,000 in debts.  NEGT received bankruptcy court
approval of its reorganization plan in May 2004, and emerged from
bankruptcy on Oct. 29, 2004.

NEGT's affiliates -- NEGT Energy Trading Holdings Corp., NEGT
Energy Trading - Gas Corporation, NEGT ET Investments Corp., NEGT
Energy Trading - Power, L.P., Energy Services Ventures, Inc., and
Quantum Ventures -- filed their First Amended Plan and Disclosure
Statement on March 3, 2005, which was confirmed on Apr. 19, 2005.
Steven Wilamowsky, Esq., and Jessica S. Etra, Esq., at Willkie
Farr & Gallagher LLP represent the ET Debtors.

On Nov. 6, 2006, Judge Mannes entered a final decree closing
Quantum Ventures' Chapter 11 case with its estate having been
fully administered.


NAVISTAR INT'L: Likely to Extend Layoffs for 6 Months, Report Say
-----------------------------------------------------------------
Navistar International Corp.'s Indianapolis plant, which produces
diesel engines for Ford Motor Company's large pickups, is likely
to extend layoffs for half a year amid the announcement of Ford
last week that it is making further reductions to its North
American truck production, Bloomberg News' Alex Lange reports.  
The layoffs that started May 23 was supposed to end on June 30,
but anticipated Ford orders were lower than Navistar's
expectations.

IndyStar.Com writer Ted Evanoff relates that Navistar's
temporarily closure of its Indianapolis Eastside diesel engine
plant and displacement of 500 workers will last longer than
speculated.  In May, Ford's falling diesel orders spurred
Navistar's International Truck and Engine plant operations on the
Eastside to cease until the week of July 14.

As reported in the Troubled Company Reporter on March 3, 2008,
Navistar re-filed a lawsuit against Ford for violating a diesel
engine contract in which Ford promised that Navistar would be
Ford's primary manufacturer and supplier of V-6 and V-8 diesel
engines in North America, including diesel engines for Ford's F-
150 pickup trucks.  Navistar originally sued Ford in June 2007
alleging breach of the contract.  Cook County Circuit Court Judge
Dennis Burke dismissed that suit to allow for mediation of the
dispute by a third-party.  Navistar and Ford were unable to
resolve the dispute through mediation, so Navistar now has re-
filed the lawsuit.

According to a filing with the U.S. Securities and Exchange
Commission, Peter Cohen, owner of hedge fund SAC Capital Advisors
LLC disclosed holding a total of 5% interest in Navistar.

                      About Ford Motor

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

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

                 About Navistar International

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans,
and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV market.  The company
also provides truck and diesel engine parts and service sold
under the International brand.  A wholly owned subsidiary offers
financing services.  The company has operations in Brazil,
Iceland and India.

                        *     *     *

As reported in the Troubled Company Reporter on June 2, 2008
Fitch has affirmed and simultaneously removed from Rating Watch
Negative the ratings for Navistar International Corporation and
Navistar Financial Corp. to reflect progress in filing audited
financial statements.  The ratings are:

   Navistar International Corp.
    
   -- Issuer Default Rating 'BB-';
   -- Senior unsecured bank facility 'BB-'.

   Navistar Financial Corp.
  
   -- IDR 'BB-';
   -- Senior unsecured bank lines 'BB-'.

The ratings cover approximately $2.7 billion of NIC and NFC's
total $6.8 billion consolidated debt at the end of fiscal 2007.  
The Rating Outlook is now Negative.

Navistar also carries Standard & Poor's Ratings Services' 'BB-'
corporate credit ratings with a negative outlook.  The company's
subsidiary, Navistar Financial Corp. also carries S&P's BB-
rating.


NEOPHARM INC: To Appeal NASDAQ Panel's Decision to Delist Stocks
----------------------------------------------------------------
NeoPharm Inc. intends to request a hearing before the NASDAQ
Listing Qualifications Panel at which it will request continued
listing on The NASDAQ Stock Market pending completion of its plan
to regain compliance with the $1.00 bid price requirement, as set
forth in NASDAQ Marketplace Rule 4310(c)(4).

On June 12, 2008, the NASDAQ Listing Qualifications Staff
determined to grant the company's request to transfer the listing
of its common stock from The NASDAQ Global Market to The NASDAQ
Capital Market.  

Based on discussions with the staff, the company believed it would
be eligible for an additional 180-day grace period to regain
compliance with the $1.00 bid price requirement, through Dec. 20,
2008.

Subsequently, the staff advised the company that it did not
believe it had the authority to grant the company the additional
180-day grace period under NASDAQ Marketplace Rule 4310(c)(8)(D).  

Accordingly, on June 24, 2008, the staff issued a letter to the
company indicating that, based upon the company's non-compliance
with the $1.00 bid price requirement, the company's securities
were subject to delisting from The NASDAQ Stock Market unless the
company requests a hearing before the NASDAQ Listing
Qualifications Panel.  

The panel has the authority to grant the company an additional 180
days from the date of the staff's letter to regain compliance with
the $1.00 bid price requirement.

The company has determined to request a hearing before the panel
at which it will present its plan to regain compliance with the
$1.00 bid price requirement.  While the company believes it can
regain compliance with this requirement, there can be no assurance
that the panel will grant the company's request for continued
listing on NASDAQ or that such compliance will be attained.

                       About NeoPharm Inc.

Headquartered in Lake Bluff, Illinois, NeoPharm Inc. (NASDAQ:NEOL)
-- http://www.NeoPharm.com-- is a biopharmaceutical company  
dedicated to the research, development and commercialization of
new and innovative cancer and other drugs for therapeutic
applications.


NISSI INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Nissi, Inc.
        P.O. Box 1438
        Bridgeport, TX 76426

Bankruptcy Case No.: 08-33172

Chapter 11 Petition Date: June 30, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Email: courts@joycelindauer.com
                  8140 Walnut Hill Lane, Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  http://joycelindauer.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


NON-INVASIVE MONITORING: Jane Hsiao Owns 6.5% Equity Stake
----------------------------------------------------------
Jane Hsiao, Ph.D., Vice Chairman and Chief Technical Officer of
OPKO Health, Inc., discloses that she beneficially owns 4,550,000
shares in Non-Invasive Monitoring Systems, Inc., representing 6.5%
of the company's outstanding shares.  The Chiin Hsiung Dr. Hsiao
Family Trust A, a Florida trust, in Miami, Florida, discloses that  
it beneficially owns 2,150,000 shares in Non-Invasive Monitoring,
representing 3.2% of the company's outstanding shares.

Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is engaged in the     
development of innovative medical products utilizing new and
unique technologies to address a wide variety of medical
conditions.  The company specializes in products that use a
natural approach to assist subjects without the use of drugs or
any invasive procedures.

The company's flagship product is the Acceleration Therapeutics
AT-101.

                      Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about Non-
Invasive Monitoring Systems Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended July 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and accumulated
deficit.


NORTHERN BAY: Files for Bankruptcy in Wisconsin
-----------------------------------------------
Northern Bay LLC filed for protection under Chapter 11 of the U.S.
Bankruptcy Code before the U.S. Bankruptcy Court in Madison,
Wisconsin, listing assets of between $50 million to $100 million,
Erik Larson of Bloomberg News reports.

Nationwide economic decline and poor real estate market caused the
company to file for bankruptcy, according to a person with
knowledge of the filing.

The company says the filing will not affect business operation at
the resort, AP relates.

Headquartered in Arkdale, Wisconsin, Northern Bay LLC --
http://www.northernbayresort.com/-- owns Northern Bay Golf Resort  
& Marina in Castle Rock Lake, Wisconsin, and develops golf
courses.


NORTHERN BAY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Northern Bay, LLC
        1844 20th Ave.
        Arkdale, WI 54613

Bankruptcy Case No.: 08-13400

Type of Business: The Debtor owns and operates a golf course and
                  lakeside condominiums.  See
                  http://www.northernbayresort.com/

Chapter 11 Petition Date: June 30, 2008

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Denis P. Bartell, Esq.
                     E-mail: dpb@dewittross.com
                  2 East Mifflin St., Ste. 600
                  Madison, WI 53701
                  Tel: (608) 255-8891
                  http://www.dewittross.com/

Estimated Assets: $50,000,000 to $100,000,000

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Park Bank                      unsecured loan        $1,212,540
P.O. Box 8969
Madison, WI 53708-8969
Tel: (800) 359-7275

Nonn's Flooring                trade                 $279,966
5821 Femrite Dr.
Madison, WI 53718
Tel: (608) 824-1092

Mid-State Supply               trade                 $216,666
P.O. Box 510
Wautoma, WI 54982

Kennedy Communications         services              $195,694

Sue Collins                    services              $163,659

La Force                       trade                 $132,402

BTU-Ed Pfaff                   trade                 $103,333

J.B. Construction Co.          trade                 $100,000

August Lotz, Inc.              trade                 $83,542

Pine Ridge Construction        trade                 $77,500

Len's Drywall                  trade                 $65,000

Murphy Desmond, S.C.           services              $56,983

Suby, Von Haden                services              $56,485

Reinders, Inc.                 services              $54,590

RBD Technical Services         services              $52,200

SB&G                           services              $47,550

Horizon Construction           trade                 $40,610

Schadde Plumbing & Heating     trade                 $29,066

Wells Fargo Financial Leasing  services              $26,926

Lehman Masonry                 trade                 $21,666


NORTHSTAR ENERGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Northstar Energy, Inc.
        740 Lexington Drive
        Plano, TX 75075

Bankruptcy Case No.: 08-60588

Type of Business: The Debtor is an independent producer of oil and
                  gas and is involved in active drilling
                  operations within the states of Texas and
                  Louisiana.  See
                  http://www.northstarenergyinc.com/

Chapter 11 Petition Date: June 30, 2008

Court: Eastern District of Texas (Tyler)

Debtor's Counsel: Carol E. Jendrzey, Esq.
                  Email: cejendrz@coxsmith.com
                  Cox Smith Matthews
                  112 E. Pecan, Ste. 1800
                  San Antonio, TX 78205
                  Tel: (210) 554-5558
                  Fax: (210) 226-8395
                  http://coxsmith.com/

                  Mark E. Andrews, Esq.
                  Email: mandrews@coxsmith.com
                  Cox Smith Matthews
                  1201 Elm St., Ste. 3300
                  Dallas, TX 75270
                  Tel: (214) 698-7819
                  Fax: (214) 698-7899
                  http://coxsmith.com/

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

Estimated Debts: $1 million to $10 million

A copy of Northstar Energy, Inc.'s list of 20 largest unsecured
creditors is available for free at:

      http://bankrupt.com/misc/txeb08-60588.pdf


NORTHWEST AIRLINES: 28 Passengers File Lawsuit to Stop Merger
-------------------------------------------------------------
A group of 28 airline passengers banded together and filed a
lawsuit in the District Court in San Francisco to halt Delta Air
Lines Inc.'s proposed takeover of Northwest Airlines Corporation,
alleging that the consolidation "would result in an illegal
monopoly," the AP discloses.

According to the report, the group alleges that the merger would
leave Delta with a "monopolistic grip" on the airline industry,
which would result in increased ticket rates and poor service
quality.

"The potential for increased price-fixing, division of markets
and other anticompetitive acts among the remaining airlines is
significant," the lawsuit says, reports the AP.

Northwest spokeswoman Tammy Lee said the lawsuit is "frivolous"
since the merger is "pro-competitive and pro-consumer," according
to reports.  

"The end-to-end combination of these two carriers enhances, not
diminishes, consumer preference and choice.  The DOJ is reviewing
our case and we are highly confident this deal will be approved
by year-end," said Ms. Lee, reports The Business Review.

The merger has been criticized, by two of Northwest's labor
unions and by the chairman of the House Transportation and
Infrastructure Committee, Rep. James Oberstar, D-Minn., says the
San Francisco Chronicle.  Mr. Oberstar asserted that the merger
would likely hurt customers and could lead to further
consolidations.  He urged the Justice Department's antitrust
division to conduct a thorough review.

                         About Delta Air

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

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

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

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Judge Gropper Closes 12 Bankruptcy Cases
------------------------------------------------------------
At the behest of Northwest Airlines Corporation and its debtor-
affiliates, the United States Bankruptcy Court for the Southern
District of New York issued a final decree and order on June 25,
2008, closing the chapter 11 cases of:

   * Northwest Airlines Holdings Corporation,
   * NWA Inc.,
   * NWA Fuel Services Corporation,
   * Northwest Aerospace Training Corp.,
   * MLT Inc.,
   * Compass Airlines, Inc. f/k/a Northwest Airlines Cargo, Inc.,    
   * NWA Retail Sales Inc.,
   * Montana Enterprises, Inc.,
   * NW Red Baron LLC,
   * Aircraft Foreign Sales, Inc.,
   * NWA Worldclub, Inc., and
   * NWA Aircraft Finance, Inc.

Under the Debtors' Plan of Reorganization:

   (a) the Consolidated Debtors -- for all purposes associated
       with confirmation of the Plan, including distributions --
       are NWA Corp., Northwest Airlines Holdings Corporation,
       NWA Inc. and Northwest Airlines Inc.;

   (b) the Non-Consolidated Debtors are NWA Fuel Services
       Corporation, Northwest Aerospace Training Corporation, MLT
       Inc., Compass Airlines, Inc. f/k/a Northwest Airlines
       Cargo, Inc., NWA Retail Sales Inc., Montana Enterprises,
       Inc., NW Red Baron LLC, Aircraft Foreign Sales, Inc., NWA
       Worldclub, Inc., and NWA Aircraft Finance, Inc.

Northwest Airlines Holdings Corporation and NWA Inc. are the only
Consolidated Debtors included as "Resolved Debtors"; and every
Non-Consolidated Debtor is included as a Resolved Debtor.
                                                                                            
Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
Washington, D.C., informed Judge Allan L. Gropper that the
Resolved Debtors' bankruptcy proceedings have been fully
administered.  Few claims were filed against the majority of the
Resolved Debtors, and with the exception of certain tax claims --
including claims filed by the Internal Revenue Service that are
near resolution -- the remainder of the claims, motions and
contested matters involving them are resolved, he stated.  

The Resolved Debtors are in the process of resolving the pending
tax claims asserted against them, and will make distributions, if
any, consistent with their Plan of Reorganization, Mr. Ellenberg
assured the Court.

The Non-Consolidated Debtors have satisfied allowed claims
against them in cash, except as otherwise agreed between the
parties, Mr. Ellenberg said.  Moreover, the Resolved Debtors'
distributions have yielded a recovery to unsecured creditors
equal to 100% of their Allowed Claims.

The Resolved Debtors have confirmed that they have paid all
amounts due for quarterly fees, to the U.S. Trustee for Region 2,  
Mr. Ellenberg pointed out.  Nevertheless, the Debtors will
coordinate with the U.S. Trustee to ensure their remaining
obligations are satisfied, he said.  The Debtors do not owe any
money to the Clerk of the Court for the Southern District of New
York, Mr. Ellenberg maintained.

Judge Gropper closed the Resolved Debtors' Chapter 11 cases,
subject only to the Court's continued jurisdiction over the
resolution of the Tax Claims, and other matters as may be
prescribed by the Plan.

Judge Gropper held that the closing of the Resolved Debtors'
cases (i) will in no way prejudice a claimant's rights to receive
distributions under the Plan, to the extent the claimant's claim
is ultimately allowed, nor (ii) otherwise modify the terms of the
Plan.

The Debtors' cases may be reopened pursuant to Section 350(b)
of the Bankruptcy Code, including to adjudicate any disputes in
connection with the Chapter 11 cases of the Resolved Debtors or
the two remaining open cases of Northwest Airlines Corp. and
Northwest Airlines, Inc., Judge Gropper added.

The Court directed the Clerk of Court to mark the Resolved
Debtors' Chapter 11 cases as "closed."

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Seeks Approval on Foret Settlement Deal
-----------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Southern District of New York to
approve a settlement with Mickey Foret, a former executive vice
president and chief financial officer of Northwest Airlines, Inc.
and chairman and chief executive officer of Northwest Airlines
Cargo, Inc.

The Debtors and Mr. Foret entered into a management agreement on
Oct. 23, 2001, governing the terms and conditions of Mr. Foret's
employment with the Debtors.

Mr. Foret's employment with the Debtors concluded on Sept. 30,
2002.  Under the Foret Management Compensation Agreement, the
Debtors had certain continuing obligations to Mr. Foret
thereafter, including with respect to medical benefits and
flight pass privileges.

The Debtors also entered into a consulting agreement with
Aviation Consultants LLC, whose president was Mr. Foret.

The Debtors filed a notice of rejection of the Consulting
Agreement on Feb. 21, 2006.  Consequently, Mr. Foret filed Claim
No. 10987 in the Debtors' bankruptcy proceedings, asserting
an unsecured non-priority claim against the Debtors for
$5,850,104, for amounts allegedly due and owing to Mr. Foret
under the Management Compensation Agreement.

Moreover, Mr. Foret filed Claim Nos. 11309 and 11368 against the
Debtors, asserting unsecured non-priority claims in unspecified
amounts for indemnification with respect to prepetition
litigation to which Mr. Foret is a named defendant.  

Aviation Consultants filed Claim No. 10986, asserting an
unsecured non-priority claim against the Debtors for $9,497,604,
for damages relating to the rejection of the Consulting
Agreement.
                                                                 
Pursuant to their Court-approved Plan of Reorganization, the
Debtors assumed their obligations under the terms of their
corporate charters and bylaws, to indemnify their past and
current directors and officers.

Beginning on the effective date of the Plan, the Debtors
appointed Mr. Foret to serve on their board of directors.
Consistent with past practices, members of the Board and their
spouses are entitled to certain travel pass benefits.

To resolve all of the Claims filed by Mr. Foret and Aviation
Consultants, the parties engaged in arm's-length negotiations,
which resulted in a settlement agreement, the terms of which
include:

   (a) Mr. Foret and his spouse will receive airline pass travel
       privileges, and will be eligible for certain group medical
       coverage benefits;

   (b) Aviation Consultant's rejection damages claim relating to
       the Consulting Agreement will be reduced and allowed for
       $1,020,000, with all its other Claims to be expunged;
       and

   (c) Mr. Foret's rights to indemnification pursuant the Plan
       will not be altered.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Filing of Claim Objections Due August 28
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Northwest Airlines Corporation and its debtor-affiliates
until Aug. 28, 2008, to object to pending (i) prepetition claims,
and (ii) administrative expense claims.

On June 12, 2008, the Troubled Company Reporter said that in the
Debtors' chapter 11 cases, 12,000 claims totaling $129,000,000,000
were filed, and over 190 requests for payment of administrative  
expenses totaling $292,000,000,000 were made by claimants against  
the Debtors.

As of May 27, 2008, the Debtors have filed numerous individual  
claim objections, as well as 41 omnibus objections -- 40 of which  
have been granted except where the Debtors have agreed to  
adjourn, withdraw or resolve an Objection to a particular  
claimant, Gregory M. Petrick, Esq., at Cadwalader, Wickersham &  
Taft LLP, in New York, told the U.S. Bankruptcy Court for the  
Southern District of New York.

As a result of the Debtors' efforts, there are only roughly 340  
unresolved prepetition claims, and 42 unresolved requests for  
payment of administrative expenses, Mr. Petrick noted.  The  
Debtors will continue to attempt to resolve all outstanding  
claims, he added.

Mr. Petrick explained that the extension will allow the Debtors to  
continue their efforts to achieve non-judicial resolutions of the  
Pending Prepetition and Administrative Expense Claims, and would  
avoid the cost and expense of drafting and filing objections to  
disputed claims that may ultimately come to a stipulated  
resolution.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Court Expunges R. Foster's $930,000 Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
expunged in its entirety Robert Foster's $930,000 claim against
the assets of Northwest Airlines Corp. and its debtor-affiliates.

On June 11, 2008, the Troubled Company Reporter said that Gregory
M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, told the Court that Mr. Foster appeared to have  
misunderstood whether he was purchasing shares of the Old Stock  
that was immediately canceled, or shares of the new common stock  
that was to be issued by the Debtors, which at the time Mr.  
Foster purchased the Old Stock, was trading on a "when issued"  
basis.

Mr. Petrick also pointed out that the Debtors' intention to cancel  
the Old Stock was known publicly since Jan. 12, 2007, when the  
Debtors first filed their Plan of Reorganization.  According to  
Mr. Petrick, the cancellation of the Old Stock was also explained  
in the Disclosure Statement accompanying the Plan, was reported by  
the general media, and was fully disclosed with the U.S.  
Securities and Exchange Commission.  The Debtors also issued a
press release announcing its intention to cancel the Old Stock for
no consideration.

Under the Plan, Mr. Petrick clarified, the Old Stock was canceled  
as of May 31, 2007, and holders of Old Stock will neither receive  
nor retain any property or interest in property on account of the  
Old Stock.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PARKER DRILLING: S&P Holds 'B+' Rating; Changes Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based oil and gas contract driller Parker Drilling Co. to positive
from stable and affirmed its ratings, including the 'B+' corporate
credit rating on the company.
     
"The outlook revision is based on the company's strong operating
performance and improved credit measures," said Standard & Poor's
credit analyst Aniki Saha-Yannopoulos.  "We expect further
improvement in operating performance from Parker's recent capital
expenditure program and favorable industry conditions."
     
The receipt of the letter of intent from BP PLC's subsidiary for a
drilling contract in Alaska also improves Parker's outlook.  
Standard and Poor's also expects that the resolution of the
Kazakhstan tax issue and Parker's exit from the Saudi Arabian
Joint Venture will allow Parker to focus on expanding its
operations.
     
The rating on Parker reflects the company's participation in a
highly competitive, cyclical industry; its capital spending
program; and operations in international markets and areas that
can expose it to geopolitical risks.  Business segment and
geographic diversity partially mitigate these weaknesses.
     
As of March 31, 2008, Parker had about $396 million in debt,
adjusted for operating leases.


PATH TRUCK: Trucking Company Shuts Down Operations
--------------------------------------------------
Michael Pound of the Beaver County Times (Penn.) reports that Path
Truck Lines, a regional trucking company that had maintained a
terminal in Aliquippa since 2000 has gone out of business, just
months after it emerged from bankruptcy.

United Sales & Leasing Co., Inc., d/b/a Path Truck Lines,
successor by merger to Transport Systems, Western NY, Inc., filed
for creditor protection in 2004.  It shut down its headquarters in
Dunkirk, New York, and its terminals, early in June, the report
said.  When Path filed for bankruptcy protection, it owed about
$18 million to 270 creditors.  It emerged from bankruptcy last
fall with a plan to repay $6.8 million to its creditors.

Path Truck Lines has been operating in western New York for the
last 30 years.  It was set up in Aliquippa with the help of a
$400,000 Pennsylvania Industrial Development Authority loan.  The
company employs 250 drivers, according to the report.  The company
describes itself as a full-service flatbed carrier serving 48
states, the Ontario and Quebec interstate authority, and the
intrastate authority covering New York, Massachusetts,
Pennsylvania, Ohio, Michigan, and Ontario.

  
PLASTECH ENGINEERED: Chrysler, et al., Raise DIP Package to $99MM
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation between Plastech Engineered Products Inc.
and its debtor-affiliates, and their major customers, namely
General Motors Corporation, Ford Motor Company, Johnson Controls,
Inc., and Chrysler, LLC.  The stipulation amends the terms of
their $87,000,000 DIP loan for the Debtors.

The Parties maintained the amendments are necessary to implement
the Funding Agreement with respect to the wind-down of the
Debtors' businesses.  In view of the termination of the Second
DIP Credit Agreement and the Closing on June 30, 2008, the
Debtors will have no further right to borrow under the Second DIP
Credit Agreement.

The Stipulation provides that:

   (a) The $87,000,000 DIP commitment amount is amended to read
       $99,500,000.

   (b) To satisfy the obligations of the Major Customers for
       Budgeted Expenses effective as of the Closings, the
       Debtors and the New DIP Lenders will agree on the
       aggregate amount of the items in the Revised Budget the
       payment of which is not due until after the Closings and
       excluding any amounts in the line item detail used to
       determine the Wind-down Budget.  The amount of the Accrued
       Obligations will not exceed the lesser of (x)
       $22,950,0000, and (y) the amount of availability under the
       Second DIP Credit Agreement immediately prior to the
       Closings.  If the New DIP Lenders and the Debtors cannot
       agree on the amount of the Accrued Obligation, the dispute
       will be brought before the Court on an expedited basis.

   (c) The Accrued Obligations include those amounts in
       the Revised Budget attributed to (i) lease reserve
       pursuant to Section 365(d)(5) Bankruptcy Code, (ii)
       accrued payroll, (iii) property taxes, (iv) plant
       rationalization, (v) professional fee reserve, (vi)
       professional fees, and (vii) management incentive plan.

   (d) The New DIP Lenders will advance the aggregate amount of
       the Accrued Obligations to Debtors after the Closings on
       an as needed basis to fund the applicable expenses,
       without regard to borrowing base availability under the
       Second DIP Credit Agreement.  The advances will only be
       used to pay the Accrued Obligations.

   (e) After the Closings, with the exception of advances made by
       the New DIP Lenders to fund their obligations under the
       Funding Agreement and advances made for payment of the
       Accrued Obligations, the New DIP Lenders will have no
       obligation to make further or additional DIP Loans and
       Debtors will have no right to use cash collateral.

   (f) All advances made by the New DIP Lenders under the Funding
       Agreement will be deemed to be DIP Loans made under the
       Financing Order and the Second DIP Credit Agreement.  

   (g) Except as amended, all terms of the Financing Order and
       Second DIP Credit Agreement remain in full force and
       effect.

                          About Ford Motor

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

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

                           *     *     *

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

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

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

                       About General Motors

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

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

                          *     *     *

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

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

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

                        About Chrysler LLC

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

                          *     *     *

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

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

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

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PLASTECH ENGINEERED: Wants UAW Deal on Exteriors Shutdown Approved
------------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to approve the closure and shutdown of its exteriors
business facilities.

Decoma International of America, Inc., the buyer of the Debtors'
exteriors business, does not intend to purchase any facilities
used by the Debtors for their exteriors business facilities and
has not offered employment to any employees at those facilities.  
As a result of the sale, certain employees of Plastech will be
permanently laid off on July 31, 2008.  Certain employees may also
be released from reporting to work prior to that date.

Facilities that will undergo complete and permanent closure are
located at 110 North Eighth Street, Byesville, Ohio 43723; 1101
Woodlawn Avenue, Cambridge, Ohio 43725; 2350 Dryden Road.
Moraine, Ohio 45439; and 38100 Ecorse, Romulus, Michigan 4817.

The Debtors and International Union, United Automobile, Aerospace
and Agricultural Implement Workers of America have agreed to a
Closure Agreement that will resolve all disputes between them in
connection with the sale.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, says that pursuant to the Closure
Agreement, the UAW agreed to (a) cooperate fully with the Debtors
in providing an orderly shutdown of the Exteriors Facilities, (b)
take all action appropriate to facilitate the shutdown, (c) not
engage in a strike, work slowdown or other work stoppage, and (d)
take no other action to interfere with the business or to
disparage the Debtors or its products.

In exchange, the Debtors have agreed to:
   
   (a) provide one week severance pay to employees who rendered
       service for fewer than five years and two weeks of
       severance to employees with five or more years of service;
     
   (b) continue to give certain employees released from work
       prior to July 13, 2008, their normal pay, with one week
       equal to 40 hours of hour, from the time of their release
       until July 13;

   (c) continue coverage of all employees that are permanently
       laid off and were actively enrolled under its health and
       life insurance plans for the balance of the month of July
       and for one additional month, subject to each employee's
       payment of his or her share of the monthly health
       insurance premium for August as well as applicable co-pays
       and deductibles;

   (d) pay employees for the accrued but unused vacation days as
       of the date of the permanent layoff, in accordance with
       the terms and provisions contained in the National
       Agreement between UAW and Plastech;

   (e) pay employees who were formerly employed by LDM
       Technologies, Inc., and has a letter regarding banked
       vacation pay in his/her personnel file;

   (f) make an application to the federal government for TRA
       benefits for the employees; and

   (g) promptly consider any outstanding employee grievances at
       the Facilities, and will send any disputes that cannot be
       resolved to arbitration on an expedited basis.

The UAW, on behalf of itself and the employees, agrees that the
pending grievance filed on May 29, 2008 by Employees at the
Facility located in Byesville, Ohio, regarding vacation
entitlement, is resolved by the Closure Agreement and withdrawn
with prejudice.

The Debtors believe that no party-in-interest would be harmed by
the Closure Agreement.

Meanwhile, JCIM, LLC, the buyer of the interior and underhood
business has committed to assume all collective bargaining
agreements relating to interiors business facilities.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PLASTECH ENGINEERED: Wants Lenders & Unsec. Creditors' Deal Okayed
------------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
approve settlement agreements between:

    -- the Steering Committee of First Lien Term Loan Lenders and
       the Official Committee of Unsecured Creditors; and

    -- certain First Lien Term Lenders and certain Second
       Lien Term Lenders.

The Debtors believe that the compromises are fair and equitable
and in the best interests of the Debtors, their estates,
creditors and other parties.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates the Committee Term
Agreement states that:

   (a) the First Lien Term Lenders will promptly make a lump
       sum contribution of $14,000,000 in cash from proceeds of
       the sale of the Debtors' Interiors Business to a  
       liquidation agent, trust or similar entity authorized to
       hold the funds for the sole benefit of the general, non-
       priority unsecured creditors of the estates;

   (b) the First Lien Term Lenders will make available to the
       Debtors' estates (i) up to $17,000,000 to cover 50% of
       the expenses associated with a plan of liquidation and
       the wind down of the Debtors' estates after the closing
       of the sales and (ii) up to $8,500,000 to cover 50% of
       the allowed claims under Section 503(b) of the
       Bankruptcy Code; and

   (c) the Term Lenders will waive any right to receive (i) any
       part of the First Lien Term Lender Contribution and (ii)
       any proceeds of avoidance actions, in each case, whether
       on account of any secured, super-priority, administrative
       priority or other priority, and/or unsecured deficiency
       claim.

A copy of the Term Lenders' Term Sheet is available for free at:

              http://researcharchives.com/t/s?2ef1

In addition, certain Term Lenders representing a majority of
First Lien Term Lenders and certain Term Lenders representing a
majority of Second Lien Term Lenders entered into the
Intercreditor Settlement in furtherance of the sales of the
Debtors' main businesses.

According to Mr. Galardi, the Intercreditor Settlement represents
a compromise of potential disputes under the Intercreditor
Agreement, to which the Debtors are a party.  The Term Lenders
that are parties to the Intercreditor Settlement also covenant to
support the Sales, the Committee Settlement and the settlement
with the Brown Family.

The Intercreditor Settlement provides for an allocation of
proceeds from sales or other disposition of other Fixed
Collateral.  The Debtors have been informed that a copy of the
Intercreditor Settlement has been posted on the Intralinks site
maintained by the agent for the First Lien Term Lenders.

A full-text copy of the Intercreditor Settlement Term Sheet is
available for free at:

              http://researcharchives.com/t/s?2ef2

Mr. Galardi says the approval of the Settlements will result in
substantial contributions to the Debtors' estates for the benefit
of all the major constituencies in the case.  Specifically:

    1. the Committee Settlement provides a direct benefit to
       the Debtors' estates and their creditors by establishing
       a source of funds for the Debtors' general, non-priority
       unsecured creditors, in addition to establishing a source
       of funds through which to pay allowed claims under
       Bankruptcy Code section 503(b)(9); and

    2. the Intercreditor Settlement, in turn, provides
       substantial benefits to the Debtors' estates through the
       agreement to subordinate claims and to support the carve
       outs from the term lenders' collateral.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


POLYONE CORP: Fitch Simultaneously Affirms and Withdraws Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
ratings on PolyOne Corporation.  Fitch will no longer provide
analytical coverage on PolyOne.

Ratings affirmed and withdrawn:
  -- Long-term Issuer Default Rating 'BB-';
  -- Senior unsecured notes/debentures 'BB-';
  -- Rating Outlook Stable.


QUEBECOR WORLD: Wants to Execute Management Incentive Plans
-----------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates sought the  
authority of the U.S. Bankruptcy Court for the Southern District
of New York to implement and continue their employee incentive
plans with respect to their employees.

The Debtors believe that their emergence from Chapter 11
protection and future success is dependent on their ability to
meet challenging performance goals.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
added that there is no doubt that the performance of the Debtors'
management and executives, and the other key employees who are
eligible under the MICP and PBIP Plans, is an extremely important
factor in meeting and exceeding the performance goals.

In this regard, the Debtors require the continued efforts and
loyalty of their employees at this critical juncture in their
Chapter 11 cases, and must take proactive steps to ensure that
sufficient incentives are in place to allow the employees to feel
justly compensated, Mr. Canning told the Court.

In March 2008, the Debtors sought and obtained the Court's
authority to pay and honor certain prepetition amounts due under
their 2007 management incentive plans.  At the Debtors' behest,
the Court adjourned the hearing on their request to continue their
incentive compensation plans in the ordinary course.

The Debtors have determined that their request to continue the
incentive compensation plans was premature, and should be
adjourned until they could further consider appropriate incentive
plans under their Chapter 11 cases and receive input of those
plans from the advisors to the creditor constituencies.

In developing the Management Incentive Compensation Plan and the
Plant Based Incentive Plan, the Debtors have evaluated their
existing compensation structure and historical compensation plans
to create a fair, objective, and incentive-based compensation
structure for key employees, which:

   -- is competitive in the marketplace and takes into account
      the additional challenges of operating under the added
      requirements and challenges of Chapter 11 and the Canadian
      Companies' Creditors Arrangement Act; and

   -- aligns employee interests with those of the Debtors'
      stakeholders to encourage maximum effort and performance
      during the Debtors' restructuring process.

In this regard, the Debtors redesigned the MICP for 2008 and the
first half of 2009 and the PBIP for 2008.

                           The MICP

The 2008/2009 MICP has been simplified to focus solely on
adjusted EBITDA, measured over the 18-month loan period provided
for under the Debtors' $1,000,000,000 DIP Facility.  The EBITDA
will be adjusted by excluding the performance of the Debtors'
European operations, any costs related to restructuring
activities, the enhanced MICP awards, and other unusual
transactions not measured in the ordinary course of business.  

For all divisional participants, the performance metric of
adjusted EBITDA will be broken down into two components:

   (1) 75% of the metric will be based on the employees'
       divisional EBITDA; and

   (2) 25% will be based on consolidated corporate EBITDA.

For each employee, there will be a threshold level of EBITDA, a
target level, and a maximum level.

The redesigned MICP will have two measuring periods -- calendar
year of 2008, and the first six months of 2009.
   
Awards earned for calendar year 2008 will be payable no later
than March 31, 2009, and awards earned for the first half of 2009
will be payable no later than September 30, 2009.

The Debtors have determined that 250 employees are eligible to
participate in the 2008/2009 MICP.  If all employees meet at
least the minimum requirement to be eligible for benefits under
the MCIP, the plan will cost between approximately $14,000,000
and $41,900,000, depending on the actual EBITDA achieved.

                           The PBIP

All printing plants and divisions in North America are included
in the PBIP, with participants including the most senior
individuals responsible for manufacturing at the plant/division.  
Although there are currently 340 employees eligible for incentive
compensation under the PBIP, those employees will only receive
compensation if they meet the required performance indicators
under the PBIP.

The PBIP program includes a target incentive award and a maximum
incentive for each employee, which represent a percentage of base
salary earned for that employee in 2008.  The target incentive
levels vary from 15% to 30% of base salary, and the maximum
incentive an employee can receive ranges from 25% to 50% of base
salary.  An employee's eligibility percentage is based on the
level of the employee's responsibility in the Debtors, and with
the eligible employees' salaries generally ranging from about
$60,000 to $200,000, and with the large majority of the employees
making between $70,000 to $120,000.

For 2008, if all 340 participants meet the target incentive award
payout, the cost of the PBIP program to the Debtors will be about
$5,800,000.  If all of the 340 participants meet the maximum
incentive target for which they are eligible, the total cost of
the PBIP program will be approximately $9,600,000, with the cost
on account of possible awards payable to employees of the Debtors
being approximately $8,700,000.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: May Use OpTrust Office Through September 30
-----------------------------------------------------------
Quebecor World, Inc., and its subsidiaries reorganizing under the
Canadian Companies' Creditors Arrangement Act, obtained approval
from the Quebec Superior Court of Justice on a lease entered into
with OPTrust Office Inc., for office space at 999 de Maisonneuve
Boulevard West, in Montreal, Quebec.

The Troubled Company Reporter on June 25, 2008, said that
Francois-David Pare, Esq., at Ogilvy Renault, LLP, in Montreal,
Quebec, related that the long-term lease for the Applicants'
current location at 612 St-Jacques Street, in Montreal, Quebec,
has expired.  The Applicants have negotiated for a short-term
occupancy agreement to entitle them to use the current premises
up to Sept. 30, 2008.

Mr. Pare said the total rent for the New Premises will provide a
C$3,100,000 rent savings over the course of the initial 10-year
term before relocation costs.  The Applicants are also entitled
to cancel up to 7,000 square feet in the first three years of the
Lease Agreement, and assign the Lease.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Gets OK to Assume Amended Printing Deal with Dex
----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to amend and assume an agreement it entered with Dex Media
Inc.

The Troubled Company Reporter on June 24, 2008, said that Debtor
Quebecor World (USA) Inc., and Dex Media are parties to a master
agreement for printing services, dated March 31, 2005.  The
printing agreement provides for QWUSA to print telephone
directories for Dex through Dec. 31, 2014.  Sales volume of the
printing agreement was estimated at about $200,000,000, Michael J.
Canning, Esq., at Arnold & Porter LLP, in New York, related.

Because of significant events since the parties entered into the
agreement, they have discussed and agreed to certain changes to
the printing agreement to meet their business needs, correct
certain errors in the initial agreement, modify the schedules to
the printing agreement, and expand the scope of the business
relationship.

Under the amended agreement, the term of the printing agreement
will be extended by one year, through Dec. 31, 2015.  The
amended agreement also provides for the expansion of the products
to be manufactured by QWUSA.  Incremental sales associated with
the additional products are forecast at $25,000,000, over the
term of the agreement, Mr. Canning said.  The amendments also
resolve certain open issues between the parties related to the
timing of future scheduled work.

Mr. Canning said the Debtors do not have any cure payments or
obligations to satisfy in connection with the assumption of the
agreement.  He contended that the amendments will provide QWUSA
with substantial revenue and earnings.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: May Assume Contracts with Three Entities
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York  
allowed Quebecor World Inc. and its debtor-affiliates to assume  
contracts with R.D. Manufacturing Corporation, Daily News LP, and
Circuit City Stores Inc.

As reported in the Troubled Company Reporter on June 20, 2008, the
Debtors had asked a long-term extension contract with R.D.
Manufacturing, under which the Debtors will print certain number
of books and magazines for RDM for four and a half years
commencing, nunc pro tunc to Jan. 1, 2008, until June 30, 2012.

Quebecor World (USA) Inc., and Daily News entered into printing
agreement, dated Nov. 10, 2003, modified the Agreement on Dec. 1,
2006.  That agreement expires on Dec. 31, 2009.

Quebecor World (USA) and Circuit City Stores are parties to a
prepetition printing agreement, which has been modified on several
occasions before the bankruptcy filing.  That agreement will
expire on Feb. 28, 2010.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


R & B CAPITAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: R & B Capital Partners, LLC
        4601 Old Shepard Place, Ste. 100
        Plano, TX 75093

Bankruptcy Case No.: 08-41671

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

Chapter 11 Petition Date: June 30, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: J. Robert Arnett, II, Esq.
                  Email: Barnett@munckcarter.com
                  12770 Coit Road
                  600 Banner Place
                  Dallas, TX 75251
                  Tel: (972) 628-3600
                  Fax: (972) 628-3616
                  http://munckcarter.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of R & B Capital Partners, LLC's list of 20 largest
unsecured creditors is available for free at:

      http://bankrupt.com/misc/txeb08-41671.pdf


RANCHO LA CIMA: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Rancho La Cima, LLC
        201 Lomas Santa Fe Dr., Ste. 410
        Solana Beach, CA 92075

Bankruptcy Case No.: 08-17104

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

Chapter 11 Petition Date: June 30, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Robert E. Atkinson, Esq.
                  Email: r.atkinson@kupperlin.com
                  10120 S. Eastern Ave., Ste. 226
                  Henderson, NV 89052
                  Tel: (702) 448-7010
                  Fax: (702) 947-6119
                  http://kupperlin.com/

Total Assets: $1,806,000

Total Debts:  $1,293,000

A copy of RANCHO LA CIMA, LLC's petition is available for free at:

      http://bankrupt.com/misc/nvb08-17104.pdf


RANDY L. JONES: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Randy L. Jones filed with the U.S. Bankruptcy Court for the  
Southern District of Georgia, schedules of assets and liabilities,
disclosing:

     Name of Schedule                Assets        Liabilities
     ----------------             -----------     -------------
  A. Real Property                $  165,000.00     
  B. Personal Property             1,601,007.64
  C. Property Claimed as                            
     Exempt
  D. Creditors Holding
$1,784,894.49                                                   
     Secured Claims                                                     
  E. Creditors Holding                            
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                                60,818.05
     Unsecured Non-priority
     Claims                                               
                                  -------------   -------------
     TOTAL                        $1,766,007.64
$1,845,712.54          

                       About Randy L. Jones

Randy L. Jones, of 1459 Jones Road, Claxton, Ga., filed for
chapter 11 protection on April 23, 2008 (S.D. Ga. 08-60242).  H.
Lehman Franklin, Jr., Esq., at H. Lehman Franklin, PC, represents
the Debtor as counsel.  


REAL FORTUNE: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Real Fortune Ltd.
        1302 Washington
        Laredo, TX 78040

Bankruptcy Case No.: 08-51834

Chapter 11 Petition Date: June 27, 2008

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Jesse Blanco, Jr., Esq.
                  (jesseblanco@sbcglobal.net)
                  Jesse Blanco and Associates
                  P.O. Box 680875
                  San Antonio, TX 78268
                  Tel: (210) 509-6925
                  Fax: (210) 509-6903

Total Assets: $4,964,740

Total Debts:  $3,555,068

Debtor's list of its two largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
GKW Inc.                         Goods & Services         $86,830
P.O. Box 150685
Austin, TX 78715-0685

Bexar County                     Ad Valorem Taxes         $21,695
c/o Linebarger Goggan
Blair Simpson
711 Navarro, Suite 300
San Antonio, TX 78205

                                 Ad Valorem Taxes          $2,180


R.J. GATORS: Owner Kevin Dalton in Search of New Investor
---------------------------------------------------------
Palm Beach Post Staff Writer Lori Becker relates that several
employees at R.J. Gator's Florida Sea Grill and Bar -- from
servers to managers -- have said their paychecks have bounced two
to four times in recent months.  Several employees have also been
fired or had quit in recent weeks, the report adds.

Owner Kevin Dalton, Mr. Becker relates, has said the company had
paid all outstanding payroll checks as of June 29, 2008.

"We're trying to get all that cleared out," the report quotes Mr.
Dalton as saying.  "We're going to figure out a way to make sure
everybody gets paid."

According to Palm Beach Post, Mr. Dalton has said he's looking for
an investor, but insisted he's not going to shutter the seven-
restuarant chain.

As reported by the Troubled Company Reporter on September 21,
2007, the U.S. Bankruptcy Court for the Southern District of
Florida approved the sale of R.J. Gators to J&D Restaurant
Holdings LLC for about $1.85 million.  J&D was a partnership of
local businessmen Timothy Jeffrey and Kevin Dalton.

Mr. Jeffrey left the company this spring, Palm Beach Post relates.  
Mr. Dalton said he was not looking to sell individual restaurants
but would entertain offers for the entire company, the report
adds.

Headquartered in Jupiter, Florida, R.J. Gators Inc. --
http://www.rjgators.com/-- owns and operates casual dining  
restaurants.  The company and nine affiliates filed for chapter 11
protection on June 26, 2007 (Bankr. S.D. Fla. Case Nos. 07-14954
to 07-14693).  Bradley S. Shraiberg, Esq. at Kluger, Peretz,
Kaplan & Berlin, P.L., represented the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed assets and debts between $1 million to $100 million.


ROUGE INDUSTRIES: Wants to File Chapter 11 Plan Until August 29
---------------------------------------------------------------
Rouge Industries Inc. asked the U.S. Bankruptcy Court for the
District of Delaware to extend until Aug. 29, 2008, its exclusive
period to file a chapter 11 plan of reorganization and
accompanying disclosure statement, Bankruptcy Data reports.  The
Debtor also asked for an extension until Oct. 31, 2008, to solicit
votes on the plan.

The Court is set to hear the Debtor's extension request on
July 21, 2008, Bankruptcy Data says.

As reported in the Troubled Company Reporter on March 4, 2008, the
Hon. Mary F. Walrath had further extended Rouge Industries Inc.
and its debtor-affiliates' exclusive periods to (a) file a plan of
reorganization until March 18, 2008; and (b) solicit acceptances
of that plan until May 21, 2008.

                       About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on Oct. 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis, Rath & Cobb, LLP and Alicia Beth
Davis, Esq., at Morris, Nichols, Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets
and $558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially
all of the Debtors' assets to SeverStal N.A. for $285.5 million.
The asset sale closed on Jan. 30, 2005.


SENECA GAMING: Moody's Affirms Ba2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Seneca Gaming Corporation's Ba2
corporate family rating and the Ba2 rating of the senior unsecured
notes following SGC's statement that it entered into a new
$50 million senior secured revolver.

However, the rating agency lowered the probability of default
rating to Ba2 from Ba1, reflecting higher development risk and a
planned increase in leverage in the next two years.  The SGL
rating was also lowered to SGL-3 from SGL-2, considering the
anticipated high development capital expenditures in the near
term, which are likely to result in negative free cash flow.

The downgrade of the probability of default rating to Ba2 reflects
Moody's view that the significant projects contemplated by SGC,
including the construction of the permanent Buffalo Creek casino
and a hotel tower at Seneca Allegany Casino and Hotel, carry
development and financial risks.

Moody's expects total debt/EBITDA to increase in the intermediate
term, as it is likely that SGC will need to raise additional debt
to fund its projects.  The rating agency would expect total
debt/EBITDA to remain below 4 times and to gradually reduce to a
level near 3 times at completion of the projects, in order to
adequately position SGC in the Ba2 rating category.

Although the probability of default rating was lowered, the
affirmation of the Ba2 corporate family rating reflects higher
family recovery rate assumptions resulting from the change in the
capital structure after the implementation of the senior secured
revolver.

The downgrade of the SGL rating to SGL-3 factors in high
development capital expenditures and negative free cash flow in
the near term.  Moody's still expects SGC's liquidity to remain
adequate, based on robust cash flow from operations and the source
of external liquidity provided by the new senior secured revolver.

The rating agency also considers the discretionary nature of
development capex and, to a lesser extent, of cash distributions
to the Seneca Nation of Indians, which should be phased in such
way that SGC maintains sufficient liquidity.

The stable outlook considers the expectation of SGC's continuously
solid cash flow generation thanks to the favorable location of its
properties and the attractiveness of its gaming resort
proposition, and despite a soft economy and a less benign
competitive environment.

Ratings affirmed:

-- Ba2 Corporate Family Rating
-- Ba2 Senior Unsecured Notes (LGD assessment revised to LGD4/52%
    from LGD4/66%)

Ratings lowered:

-- Probability of Default Rating to Ba2 from Ba1
-- SGL Rating to SGL-3 from SGL-2

SGC is an incorporated instrumentality of the Seneca Nation of
Indians, a federally recognized tribe, which entered into a
compact with the State of New York in August 2002, permitting the
Nation to establish and operate three Class III gaming facilities
in western New York.  Net revenues for the 12-month period ended
March 31, 2008 were approximately $618 million.


SHARPER IMAGE: U.S. Trustee & Card Holders Oppose Claims Bar Date
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
and a putative class of Gift Card Holders of The Sharper Image
Corp. object to a motion by the Debtor to establish Aug. 18, 2008
as Claims Bar Date.

As reported by the Troubled Company Reporter on June 13, 2008, the
Debtor asked the U.S. Bankruptcy Court for the District of
Delaware to establish August 18, 2008, 5:00 p.m., prevailing
Pacific Time, as:

    (i) the deadline for each person or entity to file proofs of
        claim against the Debtor based on prepetition claims,
        including claims asserted by holders of gift cards, gift
        certificates, merchandise certificates, and reward cards
        issued by Sharper Image Corporation; and

   (ii) the last date and time for governmental units to file
        proofs of claim against the Debtor.

             U.S. Trustee & Card Holders Object

(1) U.S. Trustee

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
asks the Court to deny the Debtor's motion to establish the
Claims Bar Date.

The U.S. Trustee, in the alternative, asks the Court to compel
the Debtor to file schedules acknowledging the claims based on
gift cards and merchandise credits.  The Gift Card and
Merchandise Credit liabilities are non-contingent, liquidated,
and undisputed liabilities, which the Debtor is obligated to
schedule, regardless of whether it is able to identify the
Card/Credit holders, the U.S. Trustee asserts.  However, the
Debtors did not identify the Card/Credit holders in its Schedules
of Assets and Liabilities.

As of the Petition Date, the Debtor had issued gift cards and
online gift certificates having an aggregate outstanding amount
of $19,589,253; and merchandise certificates having an aggregate
face value of $23,005,749.

The Debtor had maintained that it could not ascertain the
identity of the card or credit holders, or whether those cards or
certificates are still in existence, Joseph J. McMahon, Jr.,
Esq., trial attorney for the U.S. Department of Justice, relates.  
However, the Debtor did not obtain authority to exclude the
Card/Credit Claims from its Schedules.

The U.S. Trustee asserts that while the Debtor may not presently
know the identity or location of the person holding the
Cards/Credits, it:

   -- has record of having issued the Cards/Credits;
   -- associates an identification number with each Card/Credit;
   -- tracks the Cards/Credits' outstanding balance; and
   -- can run a report listing the identification number and the
      outstanding balance for each Card/Credit.

If a schedule containing the Gift Card/Merchandise Credit numbers
is filed, then holders receiving notice will be able to associate
their Card/Credit with the appropriate identification number and
dispute the amount outstanding on the Card/Credit as listed on
the Debtor's schedules, the U.S. Trustee tells the Court.

In addition, the U.S. Trustee says the aggregate amount of the
Debtor's Gift Card and Merchandise Credit liabilities warrant
setting a claims bar date for those liabilities that is later
than the date requested by the Debtor.  The classes of persons
holding Cards and Credits is large, and there is little prejudice
to the Debtor in permitting holders of Cards and Credits to
merely establish the fact that they are, in fact, the holders of
the liability in a situation where the Debtor acknowledges owing
more than $40,000,000 to those holders, Mr. McMahon asserts.

Accordingly, the U.S. Trustee proposes that:

   (a) the Debtor will immediately file lists of the Card/Credit
       Claims containing the identification number and
       outstanding balance for each Card/Credit; and identify
       those Claims as non-contingent, unliquidated, and disputed
       claims;

   (b) the Card/Credit Claimholders be given the option of filing
       a proof of claim by September 15, 2008;

   (c) the Court set a status conference to consider a litigation
       schedule for determining the priority associated with the
       Card/Credit Claims at no earlier than 30 days after the
       Bar Date; and

   (d) the Debtor's Schedules listing the Card/Credit Claims and
       the proof of claim form be prominently posted at Kurtzman
       Carson Consultants LLC's Web site.

In addition, the U.S. Trustee notes that at several places in the
proposed form of order and notices, the Debtor seeks the
discharge of late-filed proofs of claim or an injunction against
the assertion of those claims.  The U.S. Trustee suggests that
the Debtor's proposed language should be pared down to track Rule
3003(c)(2) of the Federal Rule of Bankruptcy Procedure.

The Debtor proposes that the failure to file a claim by the bar
date will enjoin the assertion of the claim.  However,
Mr. McMahon contends that Chapter 7 of the Bankruptcy Code
provides that late-filed claims have a certain priority in the
distribution scheme.  If the Debtor's Chapter 11 case were to
convert to a case under Chapter 7, the relief sought by the
Debtor would deprive late-filing claimants of their place in the
priority scheme.

(2) Card Holders

Frederic B. Prohov, on behalf of himself and a putative class of
Gift Card Holders, opposes the Bar Date Motion to the extent the
Motion renders moot his lift stay request or any motion for class
certification.

Specifically, Mr. Prohov objects to Bar Date Motion since it
adjudicates the Gift Card Claims through the claims resolution
process rather than through a class process.  He notes that the
Bar Date Motion provides that the Court will determine the rights
of Gift Card Claims "at a later time."  He complains that the
Debtor does not necessarily intend to treat those Claims as
priority claims, a fact favoring class certification.

Moreover, Mr. Prohov complains that the Bar Date Notice does not
provide sufficient notice to Gift Card Claimholders, and asks
that they should receive a separate and "highly conspicuous
notice in plain English," specifically addressing Gift Card
Claims.

                     About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware will convene a hearing on July 16, 2008, at 11:00
a.m., to consider approval of the request of The Sharper Image
Corp. to extend its exclusive plan proposal period.

(Sharper Image Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000)


SHARPER IMAGE: Asks Authority to Hire Real Estate Consultant
------------------------------------------------------------
The Sharper Image Corp. seeks the authority of the U.S. Bankruptcy
Court for the District of Delaware to employ a joint venture
composed of DJM Asset Management, LLC, and Hilco Real Estate,
LLC, as its exclusive real estate consultant, nunc pro tunc to
June 16, 2008.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, relates that the Debtor has
determined that it requires the assistance of an experienced real
estate consultant in addressing a variety of real estate issues
in connection with the termination or assumption and assignment
of its non-residential real property leases, as well as the
disposition of its owned property.

The Debtor selected the joint venture of DJM and Hilco for their
extensive experience in the field of retail real estate and their
familiarity with the needs of distressed companies, Mr. Kortanek
tells the Court.

As the Debtor's real estate consultant, the Joint Venture will:

   (a) meet with the Debtor's representatives to ascertain the
       company's goals, objectives, and financial parameters;

   (b) negotiate the termination, assumption and assignment, and
       other disposition of the leases and owned property;

   (c) negotiate the waivers and reductions of prepetition cure
       amounts, as well as claims arising in connection with
       Section 502(b)(6) of the Bankruptcy Code;

   (d) assist the Debtor at an auction for the leases and owned
       property, as needed; and

   (e) report periodically to the Debtor's representatives on
       the status of the negotiations.

According to Mr. Kortanek, the Joint Venture will be compensated
on a per-transaction basis and will follow a percentage-based fee
structure, pursuant to a real estate consulting and advisory
services agreement between the Debtor and the Joint Venture dated
June 13, 2008.

Given the transactional nature of the Joint Venture's engagement
and the percentage-based fee structure, the Debtor asks the Court
to waive the requirement to file periodic fee applications under
Rule 2016 of the Federal Rules of Bankruptcy Procedure and Rule
2016-2 of the Local Rules of Bankruptcy Practice and Procedures
of the U.S. Bankruptcy Court for the District of Delaware.  
However, the Joint Venture will file a summary final fee
application detailing the total costs incurred.

Andrew P. Graiser, co-president and chief executive officer of
DJM, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                     About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware will convene a hearing on July 16, 2008, at 11:00
a.m., to consider approval of the request of The Sharper Image
Corp. to extend its exclusive plan proposal period.

(Sharper Image Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000)


SHENCORP INC: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Shencorp, Inc.
        112 Meigs Lane
        Dayton, VA 22821

Bankruptcy Case No.: 08-50613

Type of Business: The Debtor is a roofing contractor.
                  See http://www.shencorp.com/

Chapter 11 Petition Date: June 19, 2008

Court: Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: David W. Earman, Esq.
                  (davidearman@courtsq.com)
                  57 South Main Street, Suite 206
                  Harrisonburg, VA 22801
                  Tel: (540) 434-7306

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

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

Debtor's list of its 12 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Internal Revenue Service           Payroll Tax           $526,978
Special Procedures Staff
P.O. Box 10025, Room 2007
Richmond, VA 23240

Big Pike Holdings                  Note                  $374,138
711 Camann Street
Greensboro, NC 27407

Adin and Verna Rodes               Unpaid Wages          $177,084
6683 Vista Heights Road
Bridgewater, VA 22812

                                   Reimbursement for      $76,193
                                   Advanced Expenses

Marvin Showalter                   Note                  $161,250

Stoneleigh Acres                   Rent                  $127,245

Commonwealth of Virginia           Tax Bill              $115,669

Kevin Armentrout                   Note                  $108,400

Bradco Supply                                             $58,161

Rebecca Showalter                  Note                   $50,000

Stone Hill Farm                    Note                   $40,193

Dominion Agri Service              Note                   $37,174

Layman Diener Borntrager           Health Insurance       $35,000


SIRVA INC: Pre-trial Conference on 800 Jorie Suit Set July 29
-------------------------------------------------------------
On February 22, 2007, 800 Jorie Blvd. LLC, as landlord, initiated
a state action in the Circuit Court of the Eighteenth Judicial
Circuit, DuPage County, Illinois against CNET Networks, Inc.,
Ziff Davis Publishing, Inc., and Ziff Davis Media, Inc.

In its State Action, 800 Jorie sought $1,300,000 in damages for
CNET's and the Ziff Entities' alleged breach of a commercial
lease.  CNET is the successor to an original tenant, and the Ziff
Entities are the assignees of tenant's rights and obligors of
tenant's rental obligations.

As part of the original assignments of the Lease, the Ziff
Entities agreed to indemnify CNET for all liabilities and claims
arising out of the Lease, as is customary when a lease is
assigned.  CNET filed cross claims against the Ziff Entities for
indemnity liabilities, on September 25, 2007.  Because of the
Debtors' Chapter 11 cases, the State Action is now stayed against
the Ziff Entities.

In its list of 30 largest unsecured creditors, the Ziff Entities
list 800 Jorie as their fifth largest unsecured creditor, with a
claim for $705,000.

Representing CNET, William Choslovsky, Esq., at DLA Piper US LLP,
in Chicago, Illinois, noted that the State Action is in its
relative infancy with some discovery having taken place and no
dispositive motions having been ruled upon.  However, 800 Jorie
currently has a pending motion for summary judgment, which if
successful, may result in judgment against CNET, Mr. Choslovsky
pointed out.

"Any judgment entered against CNET makes Ziff Davis automatically
liable to CNET on account of Ziff Davis' Indemnity Liability,
notwithstanding whatever defenses Ziff Davis could have otherwise
asserted," Mr. Choslovsky asserted.

           State Action Transferred to Bankruptcy Court

As the outcome of the Adversary Proceeding will impact the Ziff
Entities' bankruptcy estates, CNET removed the State Action to
the U.S. Bankruptcy Court for the Northern District of Illinois
on April 21, 2008, and moved to transfer the case to the U.S.
Bankruptcy Court for the Southern District of New York, Mr.
Choslovsky related.

According to Mr. Choslovsky, the Bankruptcy Court in the Southern
District of New York has subject matter jurisdiction over the
State Action and the claims and causes of action asserted
therein.  He explained that when a debtor is an assignee of a
lease, and the debtor agrees to indemnify the assignor for any
claims under the lease, actions against the assignor are related
to the debtor's bankruptcy case.

800 Jorie opposed CNET's removal of the State Action, although it
did not oppose the transfer.  Consequently, 800 Jorie asked the
Illinois Bankruptcy Court to refrain from hearing the removed
action, and instead, remanding it to the DuPage Circuit Court,
where it originated.

Representing 800 Jorie, Daniel S. Hefter, Esq., at Fox Hefter
Swibel Levin Carroll LLP, in Chicago, Illinois, contended that
the mandatory abstention provisions of Section 1334(c)(2) of the
Bankruptcy Code apply to the case and the matter should therefore
be remanded.  He adds that even if mandatory abstention was not
required, the matter should be remanded pursuant to the
permissive abstention provision of Section 1334(c)(1) of the
Bankruptcy Code.

800 Jorie argued that:

   (1) although the Ziff Entities are in bankruptcy, CNET remains
       a viable defendant;

   (2) the State Action against CNET can be adjudicated in the
       absence of the Ziff Entities.

Mr. Hefter also informed the Court that (i) the Ziff Entities
rejected the Lease, retroactive to the Petition Date, and (ii)
the Debtors' reorganization is not conditioned in any way on any
particular outcome of the State Action.

Subsequently, on May 29, 2008, the Northern Illinois Bankruptcy
Court transferred the Adversary Proceeding to the Southern New
York Bankruptcy Court, after finding the transfer to be in the
interests of justice and the parties in the Debtors' Chapter 11
cases.

Accordingly, the Southern New York Bankruptcy Court will hold a
pre-trial conference on the Adversary Proceeding on July 29,
2008, at 10:00 a.m.

                     About Sirva Inc.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.  
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.  The Debtors' First Amended Prepackaged Joint Plan of
Reorganization became effective on May 12, 2008.  

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


SIRVA INC: Panel Allowed to Retain Perella as Financial Advisor
---------------------------------------------------------------
Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern  
District of New York authorized the Official Committee of
Unsecured Creditors, to retain Perella Weinberg Partners LP as its
financial advisor, nunc pro tunc to March 14, 2008.

All compensation and reimbursement of expenses to be paid to
Perella will be subject to prior Court approval and procedures
established by the Court for monthly compensation and
reimbursement of expenses.

Perella will be entitled to receive compensation for services
rendered and reimbursement of expenses aggregating $600,000,
which will be due and payable by the Debtors upon consummation of
a transaction, and will not be subject to challenge except under
the standard review pursuant to Section 328(a) of the Bankruptcy
Code.

Perella will not be entitled to any additional amount or form of
compensation and expenses except as provided by the Court, and
the letter engaging Perella's services with respect to
indemnification.

The United States Trustee will retain all rights to object to
Perella's interim and final fee applications on all grounds
including but not limited to the reasonableness standard provided
for in Section 330 of the Bankruptcy Code.

The Judge ordered that the indemnity provisions set in the
Engagement Letter are replaced in their entirety by a new
version.  A copy of the new Indemnity Provision is available for
free at http://bankrupt.com/misc/PerellaIndemnific.pdf

All claims held by Perella against the Debtors arising before the
commencement of the Debtors' Chapter 11 cases are waived, the
Court held.

                     About Sirva Inc.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.  
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.  The Debtors' First Amended Prepackaged Joint Plan of
Reorganization became effective on May 12, 2008.  

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


STANDISH 10040: Moody's Cuts Rating on Notes Five Notches
---------------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issued by Standish 10040 - Trustee of Donations - Episcopal Church
CDS II.

Class Description: $500,000 Credit Default Swap Ref. No.: NKG2Z

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba1

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


STARBUCKS CORP: Intends to Close 600 Stores and Cut 12,000 Jobs
---------------------------------------------------------------
Starbucks Corporation decided to close approximately 600
underperforming company-operated stores in the U.S. market.  CEO
Howard Schultz also disclosed that the company might lay-off
around 12,000 employees.

The company's decision is a result of a rigorous evaluation of the
U.S. company-operated store portfolio and includes the 100 stores
targeted for closure in the company's previously announced plans.  
In addition, Starbucks now expects to open fewer than 200 new U.S.
company-operated stores in fiscal 2009.

The majority of the store closures are scheduled to occur during
the remainder of fiscal 2008 and the first half of fiscal 2009.  
The timing of the closures is dependent on finalizing third-party
agreements, and is therefore subject to change.  Both full-time
and part-time retail positions will be eliminated, however the
company expects to place many of the affected partners and
employees into available positions at nearby Starbucks stores.

"In January, we committed to transforming the company through a
series of critical and strategic initiatives to improve the
current state of our U.S. business and build the business for the
long term," stated Howard Schultz, chairman, president and CEO.

"Our executive and field leadership teams conducted an extensive
review of our U.S. company-operated store portfolio with a goal of
enabling our organization to focus its efforts on locations where
we can more effectively improve the customer experience."

"Throughout the history of the company, we have always aspired to
put our people first.  This makes our decision to close stores
difficult, because it is disrupting the lives of the people who
have worked so hard to deliver superior service to our customers,"
Mr. Schultz continued.  "We sincerely thank each one of them and
are very proud of their many contributions to the company.  At the
same time, we recognize that it is necessary to make decisions
that will strengthen the U.S. store portfolio and enable us to
enter into fiscal 2009 focused on enhancing operating efficiency,
improving customer satisfaction and ensuring long-term value for
our partners, customers and shareholders."

The stores identified for closure are spread across all major U.S.
markets with approximately 70 percent of them opened since the
beginning of fiscal 2006.  The executive and field leadership
teams used several criteria to identify stores for closure that
included locations that were not profitable at the store level and
not projected to provide acceptable returns in the foreseeable
future. In addition to site and market-specific criteria,
consideration was given to the impact of current and anticipated
economic trends.

Pre-tax charges related to the store closures include
approximately $200 million of asset write-offs to be recognized in
the third quarter of fiscal 2008.  In addition, a projected $120
to $140 million for lease termination costs and future lease
obligations are currently expected, nearly all of which will be
recognized in the fourth quarter of fiscal 2008 and the first half
of fiscal 2009.  Costs associated with severance are currently
estimated to be approximately $8 million, and the company
anticipates these charges to be recorded during the same timeframe
as the store closures.  The aggregate pre-tax charges associated
with the planned U.S. company-operated store closures, including
costs associated with severance, are estimated to be in the range
of $328 to $348 million.  Upon the completion of the actions, cash
charges are expected to result in a net cash outflow of
approximately $100 million, net of related income tax benefits.

Starbucks will reach out to customers who are impacted by the
store closures in a variety of ways including directing them to
the Starbucks Store Locator at http://www.starbucks.com/

Starbucks is scheduled to release its third quarter fiscal 2008
earnings on July 30 followed by a conference call and webcast, at
which time the company will provide additional comments and
address the impact of the store closures on its fiscal 2008
guidance.

Starbucks Corp. (NASDAQ: SBUX) -- http://www.starbucks.com/--  
purchases and roasts whole bean coffees and sells them, along with
fresh, rich-brewed coffees, Italian-style espresso beverages, cold
blended beverages, various complementary food items, coffee-
related accessories and equipment, a selection of premium teas and
a line of compact discs, primarily through company-operated retail
stores.


STURGIS IRON: Judge Hughes Sets August 25 as Claims Bar Date
------------------------------------------------------------
The Hon. Jeffrey R. Hughes of the United States Bankruptcy Court
for the Eastern District of Michigan established Aug. 25, 2008, as
deadline for creditors of Sturgis Iron & Metal Co. Inc. to file
proofs of claim.

Judge Hughes set Oct. 1, 2008, for governmental unite to file
proofs of claims.

All original proofs of claim are required to be submitted at One
Division Avenue, Room 200 in Grand Rapids, Michigan.

                       About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants LLC as claims agent.  
The U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.  The Committee proposed Winston
& Strawn LLP as its counsel.

As reported in the Troubled Company Reporter on May 13, 2008, the
Debtor's summary of schedules shows total assets of $23,363,626
and total debts of $96,346,739.


THORNBURG MORTGAGE: Extends Preferred Stock Offer to September 30
-----------------------------------------------------------------
Thornburg Mortgage Inc. disclosed that a majority of the
participants in the company's Principal Participation Agreement
approved an extension of the deadline to complete the preferred
stock tender offer to Sept. 30, 2008.

On June 12, the company sought an extension of time under the
Principal Participation Agreement and other agreements entered
into on March 31, 2008, relating to the issuance of Senior
Subordinated Secured Notes due 2015, participation interests and
warrants, to extend the deadline by which the company is required
to complete the tender offer and consent solicitation from
June 30, 2008, to Sept. 30, 2008.

In addition, holders of approximately 93% of the contributions to
the Escrow Agreement established to partially satisfy the cash
consideration for the tender offer agreed to retain their funds in
escrow until the extended deadline.

In addition, the Principal Participation Agreement, the Purchase
Agreement and the Escrow Agreement the company entered into in
connection with the March 31, 2008, financing transaction were
amended to reflect the extension of the deadline by which the
company must successfully complete the tender offer.

Under the terms of the tender offer, for each share of Thornburg
Mortgage Series C, D, E and F Preferred Stock that is validly
tendered and accepted upon expiration of the tender offer, the
holder will receive $5.00 in cash and 3.5 shares of common stock.
Any cash consideration required to be paid in addition to the
escrowed amounts will be financed from cash on hand.

Upon the completion of the tender offer, the annual interest rate
on the company's Senior Subordinated Secured Notes due 2015 will
be lowered from 18% to 12%, resulting in savings of approximately
$69 million per year in interest payments until maturity or until
the company's Senior Subordinated Secured Notes are earlier
redeemed or repurchased.

Additionally, the completion of the tender offer and consent
solicitation will result in the termination of the Principal
Participation Agreement, thereby allowing the company to retain
the monthly principal payments on the mortgage backed securities
collateralizing its reverse repurchase agreement borrowings once
the Override Agreement terminates in March 2009, after deducting
payments due under those reverse repurchase agreements.

                  About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family          
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.


TRIUMPH HEALTHCARE: S&P Changes Outlook to Stable from Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Houston, Texas-based Triumph HealthCare Holdings Inc. to stable
from negative.  Ratings on the company, including the 'B'
corporate credit rating, were affirmed.
     
"The outlook revision reflects our confidence that the company's
cash flow will benefit from a more stable reimbursement
environment in the year ahead," explained Standard & Poor's credit
analyst David Peknay.
     
The low-speculative-grade rating on Houston, Texas-based Triumph
reflects the company's narrow focus in the competitive long-term
acute care hospital business, which is subject to regulatory and
reimbursement risk (as the company heavily relies on third-party
payors), weak cash flow protection measures, and relatively high
debt levels.
     
Triumph operates 21 LTACH facilities comprising eight freestanding
facilities and 13 "hospital-in-a-hospital" facilities.  The
company provides treatment for medically complex conditions--those
that involve multiple systems of the body and require ongoing
assessment and medical management.  These include respiratory
conditions requiring ventilator support, as well as cancer
conditions and infectious diseases requiring intravenous therapy.
     
Triumph's key growth strategies are to expand its geographic
presence, improve physician-referral relationships, and add higher
acuity and private-pay patients.  Its business is concentrated in
Houston, which accounts for about 66% of its total patient days.  
Although the recent acquisition of another LTACH in Houston
strengthens its position there, it also increases its reliance on
this market.  The company may enter additional markets, but its
larger challenge will be to continually improve the efficiency of
its existing operations to keep up with a challenging
reimbursement environment.


UAL CORP: Issues 8 Million Shares Under 2008 Incentive Plan
-----------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission dated June 19, 2008, UAL Corporation
registered 8,000,000 shares of the company's common stock, par
value $.01 per share, to be issued pursuant to, or reserved for
issuance under, the UAL Corporation 2008 Incentive Compensation
Plan.  

UAL proposes to offer the stock at a maximum offering per share
of $6.76, for a proposed maximum aggregate offering price of
$54,080,000.

Pursuant to Rule 416 under the Securities Act of 1933, UAL's
Registration Statement will cover any additional shares of common
stock which become issuable under the Incentive Plan by reason of
any stock dividend, stock-split, recapitalization or other
similar transaction effected without the receipt of consideration
which results in an increase in the number of outstanding shares
of common stock.  

Furthermore, UAL reported that the $6.76-maximum offering price
was based on the average of the high and low prices of its common
stock reported on The NASDAQ Market on June 16, 2008.

UAL's restated certificate of incorporation provides that no
director will be personally liable to the Company or any of its
stockholders for monetary damages for breach of fiduciary duty as
director, except for liability for:

   (i) any breach of the director's duty of loyalty to the
       Company or its stockholders;

  (ii) for acts or omissions not in good faith or which involve
       intentional misconduct or knowing violation of the law;

(iii) under Section 174 of the Delaware General Corporation Law;
       or

  (iv) for any transaction from which a director derived an
       improper personal benefit

The validity of the UAL common stock, $.01 par value per share,
offered by UAL has been passed upon by Paul R. Lovejoy, Esq.,
senior vice president, general counsel and secretary of the
company.  As of June 19, Mr. Lovejoy beneficially owned 172,614
shares of common stock.

A full-text copy of UAL's Registration Statement is available for
free at the SEC http://ResearchArchives.com/t/s?2ef5

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 160; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)

                        *     *     *

The Troubled Company Reporter said on June 2, 2008, that Fitch
Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as: UAL & United Issuer Default Ratings at 'B-'; United's secured
bank credit facility (Term Loan and Revolving Credit Facility) at
'BB-/RR1'; and Senior unsecured rating for United at 'CCC/RR6'.

On May 19, 2008, the TCR said that Moody's Investors Service
affirmed all debt ratings of UAL Corp. and its primary subsidiary
United Air Lines, Inc. -- corporate family rating of B2 as well as
all tranches of the Enhanced Equipment Trust Certificates
supported by payments from United.  The Speculative Grade
Liquidity Rating has been changed to SGL-3 from SGL-2, and the
outlook has been changed to negative from stable.


UAL CORP: Signs Framework Deal with Continental Airlines
--------------------------------------------------------
Continental Airlines Inc. and United Airlines Inc., a wholly owned
subsidiary of UAL Corporation, entered into a framework agreement
to cooperate extensively, linking their networks and services
worldwide to the benefit of customers, and creating revenue
opportunities and cost savings and other efficiencies.  In
addition, Continental plans to join United in the Star Alliance,
the most comprehensive airline alliance in the
world.

"Continental's plan to partner with United and join the Star
Alliance will provide substantial new opportunities for all of
our customers," said Larry Kellner, chairman and CEO of
Continental.  "In a network business, there is significant value
gained from linking with larger networks to provide truly
national coverage and expanded global reach, and exploring new
ways to reduce costs and improve efficiencies.  As we experience
some of the most challenging conditions airlines have ever faced,
we look forward to the benefits of a new relationship with United
and the other Star Alliance members."

Larry Kellner, chairman and CEO of Continental, and Glenn Tilton,
chairman, president and CEO of United, met at United's
headquarters in Chicago to sign a framework agreement outlining
the systemwide alliance and cooperation principles between their
carriers.

Teams from the two organizations worked intensively over the last
several weeks exploring creative solutions for how the two
companies could achieve efficiencies and synergies that expand
beyond the well-established benefits of codesharing.  Their work
focused on plans for significant cooperation on frequent flier
programs, lounges, facility utilization, information technology
and procurement.  This work was assisted by the efficiency
opportunities identified and relationships developed during the
parties' earlier merger discussions.

"The teams worked well together to identify opportunities to
create a unique and competitive partnership extending well beyond
a traditional code share agreement," said Glenn Tilton, chairman,
president and CEO of United.  "On behalf of the Star Alliance, I
am very pleased to invite Continental to join as a member.  
Continental will bring significant new assets to our global
alliance, and our two companies will work together effectively
with our partners to provide the best overall network in America
and the world."

               Antitrust Immunized Joint Ventures

Through this new partnership, Continental and United plan to
establish joint ventures allowing them to cooperate with each
other and with other Star Alliance airlines in international
regions and compete more effectively in an increasingly global
air travel market.

Initially, Continental will request the U.S. Department of
Transportation (DOT) to allow it to join United -- along with
Lufthansa, Air Canada and six other carriers -- in their already
established antitrust immunized alliance.  This will enable
Continental, United, Lufthansa, Air Canada and other immunized
Star Alliance carriers to work closely together as other
antitrust immunized alliances do, and to establish trans-Atlantic
and other international joint ventures so they can deliver highly
competitive flight schedules, fares and service.  The planned
trans-Atlantic joint venture, in which Continental, United,
Lufthansa and Air Canada will pool revenue, will permit the
carriers to compete more effectively with the proposed joint
venture involving certain SkyTeam members that was recently
granted antitrust immunity.  The trans-Atlantic joint venture
will combine the strength of the carriers to create a more
efficient and comprehensive trans-Atlantic network for the
carriers' customers.

Joint ventures are also planned for the Latin America and
Asia/Pacific regions, involving Continental, United and other
members of the Star Alliance.  Both antitrust immunity and code-
sharing are subject to receipt of approvals from applicable
national authorities.

Domestic Codesharing and Frequent Flier/Lounge Reciprocity
Continental's and United's route networks are highly
complementary, with little overlap, so they add value to each
other and to customers who are planning domestic and
international itineraries.

In the United States domestic market, where antitrust immunity for
solely domestic travel would not apply, the two airlines plan to  
begin broad code-sharing, which facilitates the creation of
itineraries using both carriers, as well as frequent flier
program, elite customer recognition and airport lounge
reciprocity.  These cooperative activities are subject to
regulatory notice to applicable authorities and Continental
exiting certain of its current alliance relationships. Under
code-sharing, customers will benefit from a coordinated process
for reservations/ticketing, check-in, flight connections and
baggage transfer.

Frequent flier reciprocity will allow members of Continental's
OnePass program and United's Mileage Plus program to earn miles in
their accounts when flying on either partner airline and redeem
awards on both carriers.  Travel on either carrier will count
toward elite customer recognition.  Similarly, each carrier's
customers will have access to both Continental's Presidents Club
network and United's Red Carpet Club network of airport lounges.

               Continental Joining Star Alliance

Continental's plans to join the Star Alliance and the other
planned cooperation are subject to receipt of certain regulatory
and other approvals and the termination of certain contractual
relationships, including Continental's existing agreements with
SkyTeam members that restrict its participation in another global
alliance.  Continental intends to terminate its existing
agreements with SkyTeam members and obtain the necessary
approvals to enter the Star Alliance, although Continental may
not be successful, and the time period for doing so may be out of
Continental's control.  For example, a principal contractual
restriction will not terminate until nine months after the
closing of the proposed Delta/Northwest merger.  Continental
intends to transition out of SkyTeam and into the Star Alliance
in a customer friendly manner.

Joining the Star Alliance will connect Continental with United and
19 other airlines around the world.  Within Star, frequent fliers
enjoy reciprocity with respect to both mileage accrual and
redemption among the member airlines.  The airlines also
reciprocally recognize elite status, and provide access to the
worldwide network of lounges operated by the Star Alliance
airlines.

                     About the Star Alliance

The Star Alliance network was established in 1997 as the first
truly global airline alliance to offer customers worldwide reach
and a smooth travel experience.  Star Alliance received the Air
Transport World Market Leadership Award in 2008 and was voted Best
Airline Alliance by Business Traveller Magazine in 2003, 2006 and
2007 and by Skytrax in 2003, 2005 and 2007.  The members are Air
Canada, Air China, Air New Zealand, ANA, Asiana Airlines,
Austrian, bmi, LOT Polish Airlines, Lufthansa, Scandinavian
Airlines, Shanghai Airlines, Singapore Airlines, South African
Airways, Spanair, SWISS, TAP Portugal, Turkish Airlines, THAI,
United and US Airways.  Regional member carriers Adria Airways
(Slovenia), Blue1 (Finland) and Croatia Airlines enhance the
global network.  Air India and EgyptAir have been accepted as
future members.  Overall, the Star Alliance network offers nearly
18,000 daily flights to 965 destinations in 162 countries.
          
                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/        
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                          *     *     *

The Troubled Company Reporter said May 21, 2008, that Moody's
Investors Service affirmed the B2 Corporate Family Rating of
Continental Airlines, Inc. as well as the ratings of its
outstanding corporate debt instruments and selected classes of
Continental's Enhanced Equipment Trust Certificates.  The
Speculative Grade Liquidity rating was lowered to SGL-3 from SGL-
2. The outlook has been changed to negative from stable.

As reported by the Troubled Company Reporter on April 22, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Continental Airlines Inc. (B/Negative/B-3) to negative from
stable.  S&P also placed its ratings on selected enhanced
equipment trust certificates that are secured by regional jets on
CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' issuer default
rating with a stable outlook.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 160; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)

                        *     *     *

The Troubled Company Reporter said on June 2, 2008, that Fitch
Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as: UAL & United Issuer Default Ratings at 'B-'; United's secured
bank credit facility (Term Loan and Revolving Credit Facility) at
'BB-/RR1'; and Senior unsecured rating for United at 'CCC/RR6'.

On May 19, 2008, the TCR said that Moody's Investors Service
affirmed all debt ratings of UAL Corp. and its primary subsidiary
United Air Lines, Inc. -- corporate family rating of B2 as well as
all tranches of the Enhanced Equipment Trust Certificates
supported by payments from United.  The Speculative Grade
Liquidity Rating has been changed to SGL-3 from SGL-2, and the
outlook has been changed to negative from stable.


UAL CORP: Supports Energy Commodity Futures Market Reform
---------------------------------------------------------
United Airlines Inc., a wholly owned subsidiary of UAL
Corporation, issued a statement in support of legislation to
increase transparency and resources for the Commodity Futures
Trading Commission, the federal agency charged with overseeing
America's oil markets.  In support of measures aimed to directly
address the unprecedented price of oil, Chairman, President and
Chief Executive Officer Glenn Tilton made the following statement
regarding S. 3130, "The Increasing Transparency and Accountability
in Oil Prices Act of 2008."

"As oil prices reach another all-time high, industry and
policymakers must take decisive action to address the volatility
and unrelenting rise in fuel prices.  Reform and transparency in
the energy commodity futures market represents a necessary step
toward bringing the price of oil in line with supply and demand.
These unprecedented increases have significant impact on our
business -- causing repercussions for our passengers and the
communities we serve, as well as our employees and shareholders.
United supports this legislation and thanks Senator Durbin for
his leadership on this issue, which is critical to the health of
the aviation industry," said Mr. Tilton.

                         Issue Overview

The Air Transport Association estimates that U.S. airlines will
spend nearly $60 billion on fuel in 2008 "an astounding
$20 billion more than the cost of fuel last year.  Members of
Congress are working to reduce speculative trading -- one variable
driving the escalating price of oil.

At current prices, United's projected fuel cost for 2008 will be
more than $3.5 billion higher than 2007, putting the company's
total fuel bill for 2008 at a projected $9.5 billion.

Congress and the industry are taking urgent action to respond to
these unprecedented market conditions.  Senator Durbin and many
other members of Congress are calling for increased regulatory
oversight and greater transparency in commodity futures trading.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 160; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)

                        *     *     *

The Troubled Company Reporter said on June 2, 2008, that Fitch
Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as: UAL & United Issuer Default Ratings at 'B-'; United's secured
bank credit facility (Term Loan and Revolving Credit Facility) at
'BB-/RR1'; and Senior unsecured rating for United at 'CCC/RR6'.

On May 19, 2008, the TCR said that Moody's Investors Service
affirmed all debt ratings of UAL Corp. and its primary subsidiary
United Air Lines, Inc. -- corporate family rating of B2 as well as
all tranches of the Enhanced Equipment Trust Certificates
supported by payments from United.  The Speculative Grade
Liquidity Rating has been changed to SGL-3 from SGL-2, and the
outlook has been changed to negative from stable.


UBS AG: Moody's Cuts Rating on Floating Rate Notes by Five Notches
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issued by, Jersey Branch, Credit Linked Notes Series 2915:

Class Description: UBS AG $5,000,000 B-2005-5 Floating Rate Notes
due June 20, 2010, Series 2915

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


UBS AMERUS: Moody's Cuts Rating on Notes by Five Notches
--------------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issued by UBS Amerus Long/Short Trade:

Class Description: UBS Amerus Floating Rate Notes due September
2016 (Series 3947)

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba2

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


US AIRWAYS: USAPA Demands Conclusion of AmWest Merger
-----------------------------------------------------
The US Airline Pilots Association, the union representing the
pilots at US Airways, Group Inc., has started contract
negotiations with US Airways' management, The Business Journal
reports.

"We believe it's time for management to complete the job it
started three years ago and conclude the merger of US Airways and
America West," says Steve Bradford, USAPA president, reports the
Journal. "Although we are hopeful, we will wait and see what
management does -- not what they say."

US Airways and America West merged in September 2005 but have not
yet resolved an impasse over their pilots' labor agreement.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 162; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has downgraded the debt ratings of US Airways Group,
Inc. as: Issuer Default Rating to 'CCC' from 'B-'; Secured term
loan rating to 'B/RR1' From 'BB-/RR1'; and Senior unsecured rating
to 'CC/RR6' from 'CCC/RR6'.  Fitch's ratings apply to about
$1.7 billion in outstanding debt.  The Rating Outlook is Negative.


US AIRWAYS: Updates Financial and Operational Outlook for 2008
--------------------------------------------------------------
US Airways Group, Inc. delivered to the U.S. Securities and
Exchange Commission, a report updating its financial and
operational outlook for 2008:

     * Capacity/Fleet Reduction —- The company recently announced
       it will reduce mainline domestic capacity in 4Q08 and
       FY09 by 6% to 8% and 7% to 9%, respectively.  This will
       be accomplished by returning 10 aircraft, including
       returning six 737-300 aircraft by the end of 2008
       (included in previous guidance) and four A320 aircraft in
       the first half of 2009; and canceling the deliveries of
       the two ILFC-leased aircraft which had been scheduled for
       early 2009.  The airline is also planning to reduce
       additional aircraft in 2009 and 2010.

     * Profit Sharing / CASM -- Profit sharing equals 10% of pre-
       tax earnings excluding transition expenses and special
       items up to a 10% pre-tax margin and 15% above the 10%
       margin.  Profit sharing is included in the CASM guidance
       given below.

     * Cargo / Other Revenue -- These include: cargo revenue,
       ticket change fees, excess/overweight baggage fees, first
       and second bag fees, contract services, simulator rental,
       airport clubs, Material Services Company (MSC), and
       inflight service revenues.

     * Fuel —- US Airways uses costless collars on Heating Oil
       Futures as a fuel-hedging vehicle.  For Q208, the Company
       has approximately 56% of its mainline fuel hedged, and
       anticipates paying between $2.98 and $3.03 per gallon of
       jet fuel (including taxes and hedges).  The weighted
       average collar range of the hedges in place is between
       $2.21 and $2.41 per gallon of heating oil, or between
       $66.30 and $74.70 per barrel of crude oil.  Forecasted  
       volume, fuel prices, hedge percentages, and equivalent
       price per barrel of crude oil are provided in the table
       below.

     * Taxes / NOLs —- As of Dec. 31, 2007, the company had
       approximately $761 million of net operating loss
       carryforwards (NOL) to reduce future taxable income.  Of
       this amount, approximately $649 million is available to
       reduce federal taxable income in the calendar year 2008.

       In the first quarter of 2008 the company recognized a net
       loss of $236 million, which increased the federal NOL
       available to approximately $850 million as of March 31,
       2008.  The company's net deferred tax asset, which
       includes the NOL, is subject to a full valuation
       allowance.  As a result, in accordance with SFAS No. 109,
       "Accounting for Income Taxes", income tax benefits are not
       recognized in the Company's statement of operations.

       As of March 31, 2008, the federal valuation allowance is
       $162 million of which $109 million was recognized through
       tax expense.  In accordance with SFAS No. 109, future
       decreases in the valuation allowance established through
       the recognition of tax expense, offset the company's tax
       provision dollar for dollar.  The remaining $53 million of
       valuation allowance relates to net unrealized losses
       recorded to other comprehensive income, primarily deemed
       temporary declines in the fair market value of certain
       auction rate securities.

       As of March 31, 2008, the state valuation allowance is $56
       million of which $28 million was recognized through tax
       expense and $24 million was established in purchase
       accounting, and will reduce goodwill when utilized.

       The company expects to report a loss for the full year
       2008, which will increase the company's available NOL.

     * Share Count -- At the end of 1Q08, the Company had 92.0
       million basic and diluted weighted average shares
       outstanding.  Both basic and diluted shares guidance is
       provided in the table below.

       Cash -- At the end of Q108, the company had approximately
       $2.8 billion in total cash, of which $2.4 billion was
       unrestricted.  The company holds $295 million of Auction
       Rate Securities.  While these securities are held as
       investments in non-current marketable securities on our
       balance sheet, they are included in our unrestricted cash
       calculation.

A full-text copy of the Investor Relations Update is available at
no charge at the SEC http://ResearchArchives.com/t/s?2ef3

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 162; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has downgraded the debt ratings of US Airways Group,
Inc. as: Issuer Default Rating to 'CCC' from 'B-'; Secured term
loan rating to 'B/RR1' From 'BB-/RR1'; and Senior unsecured rating
to 'CC/RR6' from 'CCC/RR6'.  Fitch's ratings apply to about
$1.7 billion in outstanding debt.  The Rating Outlook is Negative.


US AIRWAYS: Files Report on AmWest Provisions for Employees
-----------------------------------------------------------
US Airways Group, Inc., Senior Vice President and Chief Financial
Officer Derek J. Kerr, on June 25, 2008, filed with the U.S.
Securities and Exchange Commission the audited annual report on
America West Airlines' 401(k) Plan.

According to the report, the 401(k) Plan is a defined
contribution plan subject to the provisions of the Employee
Retirement Income Security Act of 1974.  America West Holdings
Corporation, LLC, the predecessor of the 401(k) Plan Sponsor,
established the 401(k) Plan on Jan. 1, 1989, for all its
employees who have met certain eligibility requirements.  The
401(k) Plan provides for employee and matching employer
contributions in accordance with Sections 401(k) and 401(m) of
the Internal Revenue Code.  

Certain employees of the America West's subsidiary, America West
Airlines, LLC, are eligible to participate in the Plan upon
meeting the criteria:

   i. first of the month following three months of service unless
      a director or above, who require one hour of service;

  ii. not a member of a collectively bargained unit for which
      retirement benefits have been the subject of good faith
      bargaining unless the bargaining agreement provides
      otherwise.

The LCC Stock Fund represents shares invested in the common stock
of US Airways Group, Inc., the parent corporation of the America
West, and has been closed to new participant investments since
Sept. 27, 2005.

Certain employees of AWA no longer participate in the 401(k)
Plan, including:

   1. employees represented by the Airline Customer Service
      Employee Association -- IBT and CWA America, effective
      Jan. 1, 2007;

   2. employees represented by the Transport Workers Union of
      America, generally effective Jan. 1, 2008; and

   3. employees whose compensation and conditions of employment
      are not subject to determination by collective bargaining,
      effective Jan. 1, 2008.

The employee groups now participate in the US Airways, Inc.
Employee Savings Plan.  AWA customer service employees began
actively participating in the Employee Savings Plan on Jan. 1,
2007, although their account balances remained in the 401(k) Plan.  
All account balances were subsequently transferred on Jan. 1,
2008, to the US Airways, Inc. Employee Savings Plan.

        Future Care: The America West Airlines 401(k) Plan
         Statements of Net Assets Available for Benefits
                    December 31, 2007 and 2006

                                        2007            2006
                                   -------------   -------------
Assets:

Investments, at fair value         $ 754,846,408   $ 648,233,043
LCC Stock fund                         3,103,202      13,433,119
Participant loans                     20,332,585      18,694,432
                                   -------------   -------------
   Total investments                 778,282,195     680,360,594

Contributions receivable:
   Participants                          706,553         624,048
   Employer                              150,483          92,435
                                   -------------   -------------
Net assets available for benefits
at fair value                        779,139,231     681,077,077

      Adjustment from fair value
      to contract value for fully
      benefit-responsive contracts       454,478         647,974
                                   -------------   -------------
Net assets available for benefits  $ 779,593,709   $ 681,725,051


        Future Care: The America West Airlines 401(k) Plan
    Statement of Changes in Net Assets Available for Benefits
                  Year ended December 31, 2007

Additions to net assets attributed to:
   Investment income:
      Net appreciation in fair value of investments $ 13,752,406
      Interest                                         1,630,459
      Dividends                                       57,747,591
                                                    ------------
                                                      73,130,456
   Contributions:
      Participant                                     38,154,628
      Employer                                        25,864,414
      Rollovers                                          720,996
                                                    ------------
         Total additions                             137,870,494

Deductions from net assets attributed to:
   Benefits paid to participants                      39,863,892
   Administrative fees                                   137,944  
                                                    ------------
         Total deductions                             40,001,836

         Increase in net assets available for
         benefits                                     97,868,658
                                                    ------------
Net assets available for benefits:
      Beginning of year                              681,725,051
      End of year                                  $ 779,593,709
                                                    ============

A full-text copy of the Annual Report on the America West 401(k)
Plan is available for free at http://ResearchArchives.com/t/s?2ef4

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 162; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has downgraded the debt ratings of US Airways Group,
Inc. as: Issuer Default Rating to 'CCC' from 'B-'; Secured term
loan rating to 'B/RR1' From 'BB-/RR1'; and Senior unsecured rating
to 'CC/RR6' from 'CCC/RR6'.  Fitch's ratings apply to about
$1.7 billion in outstanding debt.  The Rating Outlook is Negative.


US AIRWAYS: 212,560 Common Stock Acquired by Directors
------------------------------------------------------
These nine directors of US Airways Group, Inc., disclosed in
separate regulatory filings with the U.S. Securities and Exchange
Commission that they acquired shares of USAir Group common stock:

                                                         Number
   Director               Title                        of Shares
   --------               -----                        ---------
   W. Douglas Parker      Chairman of the Board and      197,000
                          Chief Executive Officer
   Herbert M. Baum        Director                         1,945
   Matthew J. Hart        Director                         1,945
   Richard C. Kraemer     Director                         1,945
   Cheryl G. Krongard     Director                         1,945
   Bruce R. Lakefield     Director                         1,945
   Denise M. Oleary       Director                         1,945
   J. Steven Whisler      Director                         1,945
   George M. Philip       Director                         1,945

The Directors, except for Mr. Parker, acquired the shares as
stock bonus award on June 11.  Mr. Parker acquired the shares on
June 16.

Following the June 11 Acquisition, the Directors beneficially
own:

                                        Ownership
                          ---------------------------------------
   Officer                Direct Beneficial   Indirect Beneficial
   -------                -----------------   -------------------
   W. Douglas Parker              1,302,720                     -
   Herbert M. Baum                    4,007                     -
   Matthew J. Hart                    3,445                 2,550
   Richard C. Kraemer                18,560                     -
   Cheryl G. Krongard                 1,945                     -
   Bruce R. Lakefield                 1,945                     -
   Denise M. Oleary                   3,263                     -
   J. Steven Whisler                  2,254                   412
   George M. Philip                   1,945                     -

                   Annual Stockholders' Meeting

US Airways announced the results of its annual meeting of
stockholders held June 11, 2008, at its corporate headquarters in
Tempe, Arizona.  Stockholders voted to re-elect W. Douglas Parker
and Bruce R. Lakefield to three-year terms on the Board of
Directors, expiring at the annual meeting of stockholders in 2011.  
In addition, stockholders voted to ratify the appointment of KPMG
LLP as the company's independent registered accounting firm.  
Stockholders also voted in favor of the US Airways Group, Inc.
2008 Equity Incentive Plan, and against two shareholder proposals,
one relating to disclosure of political contributions and one
relating to the preparation of a corporate sustainability report.

                           Stock Awards

In a regulatory filing with the U.S. Securities and Exchange
Commission, Janet Dhillon, senior vice president and general
counsel of US Airways Group, Inc., discloses that the 2008 Equity
Incentive Plan authorizes US Airways to issue up to 6,700,000
shares of US Airways common stock as awards.

US Airways' Compensation and Human Resources Committee will grant
the awards from time to time.  Awards may be in the form of
performance grants, bonus awards, performance shares, restricted
stock awards, vested shares, restricted stock units, vested
units, incentive stock options, non-statutory stock options, and
stock appreciation rights.  US Airways may award the incentives
to any present or future employee, service provider, and non-
employee director.  The amounts of awards granted will vary, says
Ms. Dhillon.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 162; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has downgraded the debt ratings of US Airways Group,
Inc. as: Issuer Default Rating to 'CCC' from 'B-'; Secured term
loan rating to 'B/RR1' From 'BB-/RR1'; and Senior unsecured rating
to 'CC/RR6' from 'CCC/RR6'.  Fitch's ratings apply to about
$1.7 billion in outstanding debt.  The Rating Outlook is Negative.


VIKING MANAGEMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Viking Management, LLC
        264 Broadway, Suite 600
        Methuen, MA 01844

Bankruptcy Case No.: 08-42072

Chapter 11 Petition Date: June 27, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Thomas J. Raftery, Esq.
                  P.O. Box 550
                  Carlisle, MA 01741-0550
                  Phone: (978) 369-4404
                  Fax: (978) 369-7816
                  E-mail: thomas@raftery.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/m-08-42072.pdf


VIRGIN MOBILE: S&P's 'B-' Rating Unmoved by Helio Acquisition
-------------------------------------------------------------
Standard & Poor's Ratings Services said its credit ratings and
outlook on Warren, New Jersey-based wireless services provider
Virgin Mobile USA Inc. (B-/Stable/--) remain unchanged following
the announcement that the company is acquiring Helio, a wireless
joint venture between SK Telecom (A/Stable/--) and EarthLink Inc.

S&P believe the combination of weak operating performance at
Virgin Mobile and significant integration and strategic challenges
stemming from the Helio acquisition counter the near-term
liquidity improvements achieved from the accompanying financial
transactions associated with the acquisition.  Virgin, on a stand-
alone basis, has struggled as new subscriber growth has been
significantly weaker than expected for the past two quarters.  As
a result, cash flow generation could be weak and liquidity
strained.  Associated with the Helio transaction, Virgin will
receive a $50 million cash investment, which it will use to repay
a portion of its term loan, and a $60 million increase in its
revolving credit facility, both of which provide some near-term
liquidity.

However, the company faces significant challenges relating to the
acquisition, including integrating the two businesses, stabilizing
and then growing Helio - while also rebranding it, and achieving
its cost-cutting objectives.


WCI COMMUNITIES: Receives Call Notice from Noteholders
------------------------------------------------------
WCI Communities Inc. disclosed Thursday that on June 25, 2008,  
the company received notice that certain holders of the company's
$125.0 million 4.0% Contingent Convertible Senior Subordinated
Notes due 2023 intend to exercise their right to require the
company to repurchase the Convertible Notes at a price of 100
percent of the principal amount on Aug. 5, 2008 (plus any accrued
interest).

As previously disclosed, a holder of the Convertible Notes can
exercise the foregoing option merely by providing written notice
to the company from the opening of business on June 23, 2008,
until the close of business on Aug. 4, 2008.

As reported in the Troubled Company Reporter on Jun 23, 2008, the
Board of Directors of WCI Communities, Inc., formed a Special
Committee of disinterested members of the Board of Directors to
review and evaluate alternative restructuring proposals that the
company may receive from potential investors, including
affiliates, on behalf of the Board of Directors and WCI.  The
Special Committee is comprised of Don E. Ackerman, who will serve
as Chairman of the committee, Charles E. Cobb, Jr., Hilliard M.
Eure, III and Jonathan R. Macey.

The company previously disclosed that it has retained Lazard
Freres & Co. LLC as its financial advisor to assist the company in
developing various restructuring alternatives, which would include
addressing its 4.0% Contingent Convertible Senior Subordinated
Notes due 2023, which become puttable to the company at par on
Aug. 5, 2008.  

WCI Communities Inc. (NYSE: WCI) -- http://www.wcicommunities.com/    
-- named America's Best Builder in 2004 by the National
Association of Home Builders and Builder Magazine, has been
creating amenity-rich, master-planned lifestyle communities since
1946.  Florida-based WCI caters to primary, retirement, and
second-home buyers in Florida, New York, New Jersey, Connecticut,
Maryland and Virginia.  

The company offers traditional and tower home choices with prices
from the high-$100,000s to more than $10.0 million and features a
wide array of recreational amenities in its communities.  In
addition to homebuilding, WCI generates revenues from its
Prudential Florida WCI Realty Division, and title businesses, and
its recreational amenities, as well as through land sales and
joint ventures. The company currently owns and controls
developable land on which the company plans to build over 15,000
traditional and tower homes.

The company operates in three principal business segments: Tower
Homebuilding, Traditional Homebuilding, which includes sales of
lots, and Real Estate Services, which includes real estate
brokerage and title operations.

                         *     *     *

As disclosed in the Troubled Company Reporter on May 23, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities Inc. to 'CC' from 'CCC'.  Concurrently,
S&P lowered its ratings on $650 million of subordinated notes to
'C' from 'CC'.  The outlook remains negative.

WCI Communities Inc. still carries Moody's Investors Service's
Caa2 corporate family and Caa3 senior subordinate ratings.  
Outlook is negative.

                        Going Concern Doubt

Ernst & Young LLP, in Miami, Florida, expressed substantial doubt
about WCI Communities Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  

Holders of the company's $125.0 million, 4.0% Contingent
Convertible Senior Subordinated Notes due 2023 have an option of
requiring the company to repurchase the convertible notes at a
price of 100.0% of the principal amount on Aug. 5, 2008.  Pursuant
to certain amendments in the company's revolving credit facility  
and Senior Term Loan Agreement, the company will need to have
sufficient liquidity after giving effect to, on a pro forma basis,
the repurchase of the convertible notes.

The company does not anticipate having sufficient liquidity to
satisfy bank covenant liquidity tests.  If the company is unable
to obtain an amendment or waiver, issue exchange securities, or
otherwise satisfy its obligations to repurchase the convertible
otes, the convertible note holders would have the right to
exercise remedies specified in the Indenture, including
accelerating the maturity of the convertible notes, which would
result in the acceleration of substantially all of the company's
other outstanding indebtedness.  

In addition, if the company is determined to be in default on the
convertible notes, it may be prohibited from drawing additional
funds under the revolving credit facility, which could impair its
ability to maintain sufficient working capital.


WORM BROTHERS: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Worm Brothers, LLC
        22544 Hog Creek Road
        Preston, MD 21655

Bankruptcy Case No.: 08-18483

Type of Business: The Debtor produces cantaloupe tomatoes,
                  watermelon, and sweet corn.

Chapter 11 Petition Date: June 27, 2008

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Michael Steven Fried, Esq.
                  Email: mfried@friedlaw.com
                  4416 East West Hwy., Ste. 210
                  Bethesda, MD 20814
                  Tel: (301) 347-0620
                  http://friedlaw.com/

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

A copy of Worm Brothers LLC's petition is available for free at:

      http://bankrupt.com/misc/mdb08-18483.pdf


WYOMING ETHANOL: Parent Gets $4MM New Working Capital Facilities
----------------------------------------------------------------
Renova Energy plc, the London, England-based parent of Wyoming
Ethanol, LLC, has agreed terms with its lenders, subject to
documentation, for the provision of additional new working capital
facilities amounting to $4,000,000 in aggregate.

Wyoming Ethanol and certain other U.S.-based subsidiaries of
Renova Energy filed for voluntary chapter 11 bankruptcy protection
in view of the funding commitment.  The bankruptcy filing, Renova
said in a news statement, is the next step in the financial
restructuring process.  This provides the framework within which
the ethanol marketing, distribution and production business can
continue to operate in the ordinary course,

Discussions with the creditors, of Renova Energy (ID) LLC, the
project company, that owns the Group's partly constructed ethanol
facility in Heyburn, Idaho, are ongoing.  Discussions with other
interested parties, including potential purchasers, are also
ongoing.

The new working capital facility does not extend to funding Renova
Energy plc.  In the absence of new funding, the parent company has
limited financial resources with which to continue to operate as a
going concern.  Renova Energy plc is continuing to explore other
financing and strategic options.

"It was very important that we secured additional working capital
for our existing and growing business to provide re-assurance to
our customers and suppliers while discussions with our lenders are
ongoing," Chris Thomas, Renova Energy plc's Chairman, said.

Despite the Group's financial difficulties, which were caused
solely by project cost overruns on the now suspended construction
of the ethanol plant in Idaho, the Group's existing business
continues to grow and to generate positive cashflow.  In the year
to March 31, 2008 approximately 14.2 million gallons of ethanol
were sold at an average price of US$2.30/gal.  In the two months
ended May 31, 2008, 3.9 million gallons of ethanol were sold at an
average selling price of US$2.81/gal.  This represents further
annualized sales volume growth of over 60% since the year end."

Renova Energy plc (RVA: AIM) -- http://www.renovaenergy.com/-- is  
a U.K.-based renewable fuel company investing in a well
established integrated ethanol marketing, distribution and
production business in the Rocky Mountain and Northwest regions of
the USA.  The Company was admitted to trading on AIM, part of the
London Stock Exchange, in June 2005.

Wyoming Ethanol, LLC, Renova Energy (ID), LLC, and Renova Energy,
Inc., the U.S.-based subsidiaries of Renova Energy plc,
manufacture ethyl and ethanol alcohol. The Debtors filed separate
chapter 11 bankruptcy petitions before the U.S. Bankruptcy Court
for the District of Wyoming in Cheyenne on June 19, 2008 (Lead
Case No. 08-20345).  Paul Hunter, Esq., in Cheyenne, represents
the Debtors.

Wyoming Ethanol, LLC disclosed $10 million to $50 million in
estimated assets and debts when it filed for bankruptcy.


X-RITE INC: Sagard Capital et al. Disclose 9.24% Equity Stake
-------------------------------------------------------------
Sagard Capital Partners L.P., Sagard Capital Partners GP, Inc.,
and Sagard Capital Partners Management Corp. disclose that they
beneficially own 2,730,877 shares in X-Rite Inc., representing
9.24% of the company's outstanding shares.

Based in Grand Rapids, Michigan, X-Rite (Nasdaq: XRIT) --
http://www.xrite.com/-- is the world's largest provider of color-
measurement solutions, offering hardware, software, color
standards and services for the verification and communication of
color data.  The company serves a range of industries, including
imaging and media, industrial color and appearance, retail color
matching, and medical.  X-Rite serves customers in more than 100
countries from its offices in Europe, Asia and the Americas.

                          *     *     *

As disclosed Troubled Company Reporter on June 13, 2008, Standard
& Poor's Ratings Services lowered its corporate credit rating on
X-Rite Inc. to 'CCC+' from 'B+'.  Ratings remain on CreditWatch,
where they were placed on April 3, 2008, following the company's
announcement that it was not in compliance with certain covenants
in its secured credit facilities.  The CreditWatch implications
have been revised to developing from negative, which means that
the ratings could be raised, lowered, or affirmed following the
completion of its review.

At the same time, S&P lowered the ratings on the company's first-
and second-lien term loans.  The first-lien term loan rating was
lowered to 'B-' from 'BB-', and the second-lien term loan rating
was lowered to 'CCC' from 'B'.  The recovery ratings for the term
loans remain unchanged.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's Investors Service lowered X-Rite, Inc.'s corporate family
rating to Caa1 from B2.  Moody's also lowered the rating on the
company's first lien senior secured credit facilities to B3 from
B1 and the rating on the second lien term loan to Caa3 from Caa1.  
All ratings remain under review for possible downgrade.  As part
of this action, Moody's also affirmed the company's SGL-4
speculative grade liquidity rating.


ZESTRA LABORATORIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Zestra Laboratories, Inc.
        aka
        Qualilife Pharmaceuticals Inc.
        4055 Faber Place Dr., Ste. 105
        Charleston, SC 29405

Bankruptcy Case No.: 08-11313

Type of Business: The Debtor produces sexual health products.

Chapter 11 Petition Date: June 29, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Chun I. Jang, Esq.
                  Email: jang@rlf.com
                  Cory D. Kandestin, Esq.
                  Email: kandestin@rlf.com
                  John Henry Knight, Esq.
                  Email: knight@rlf.com
                  Paul Noble Heath, Esq.
                  Email: heath@rlf.com
                  Richards, Layton & Finger, P.A.
                  920 North King St.
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  http://rlf.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of Zestra Laboratories, Inc.'s petition is available for
free at:

      http://bankrupt.com/misc/deb08-11313.pdf


* S&P Places 470 Cash Flow and Hybrid CDO Ratings Under Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed 470 ratings from 114
U.S. cash flow and hybrid collateralized debt obligations of
asset-backed securities and CDO of CDO transactions on CreditWatch
with negative implications.  The CDO of ABS and CDO of CDO classes
with ratings placed on CreditWatch negative represent an original
issuance amount of approximately $55.82 billion.
     
The CDO CreditWatch placements are the result of continued
deterioration in the credit quality of the residential mortgage-
backed securities backing the CDO transactions, as reflected by
the increase in downgrades to the RMBS and CDO of ABS securities
in the underlying CDO portfolios.
     
Ninety-one of the 114 affected CDO transactions are mezzanine CDO
of ABS transactions, 15 are high-grade CDOs of ABS, and the
remaining eight are CDOs of CDOs.  Mezzanine CDOs are CDOs of ABS
collateralized at origination primarily by 'A' through 'BB' rated
tranches of RMBS and other structured finance assets, while high-
grade CDOs are CDOs of ABS typically collateralized at origination
primarily by 'AAA' through 'A' rated tranches of RMBS and other
structured finance transactions.  CDOs of CDOs (also known as
"CDO-squared" transactions) are collateralized predominantly by
tranches of other CDO transactions.
     
All but 34 of the tranches with ratings placed on CreditWatch
negative have been downgraded earlier.  Standard & Poor's expects
to resolve the CreditWatch placements on the affected transactions
within the next several weeks.
     
S&P will continue to review CDO of ABS and CDO of CDO transactions
for deterioration in collateral credit quality and will place
ratings on CreditWatch negative as appropriate.


              Ratings Placed on Creditwatch Negative

                                                 Rating
                                                 ------
  Transaction                 Class       To                From
  -----------                 -----       --                ----
ABS Capital Funding II Ltd.   C-1         CCC-/Watch Neg    CCC-
ABS Capital Funding II Ltd.   C-2         CCC-/Watch Neg    CCC-
ACA ABS 2005-1 Ltd.           C           BBB/Watch Neg     BBB
ACA ABS 2006-1 Ltd.           A-1LA       BB/Watch Neg      BB
ACA ABS 2006-1 Ltd.           A-1LB       B-/Watch Neg      B-
ACA ABS 2006-1 Ltd .          A-2L        CCC-/Watch Neg    CCC-
Acacia CDO 10 Ltd.            A-1         AAA/Watch Neg     AAA
Acacia CDO 10 Ltd.            A-2         AA/Watch Neg      AA
Acacia CDO 10 Ltd.            B           A+/Watch Neg      A+
Acacia CDO 10 Ltd.            C           BBB/Watch Neg     BBB
Acacia CDO 10 Ltd.            D           BB+/Watch Neg     BB+
Alpha Mezz CDO 2007-1 Ltd.    SupSrSwap   A+/Watch Neg      A+
Alpha Mezz CDO 2007-1 Ltd.    II          BB+/Watch Neg     BB+
Alpha Mezz CDO 2007-1 Ltd.    III         B+/Watch Neg      B+
Alpha Mezz CDO 2007-1 Ltd.    IV          B+/Watch Neg      B+
Alpha Mezz CDO 2007-1 Ltd.    V           CCC+/Watch Neg    CCC+
Ayresome CDO I Ltd.           A-2         AA/Watch Neg      AA
Ayresome CDO I Ltd.           A-3         AA/Watch Neg      AA
Ayresome CDO I Ltd.           B           A-/Watch Neg      A-
Ayresome CDO I Ltd.           C           BBB+/Watch Neg    BBB+
Ayresome CDO I Ltd.           D           BB+/Watch Neg     BB+
Ayresome CDO I Ltd.           Combo Secs  BB/Watch Neg      BB
Ballyrock ABS CDO 2007-1 Ltd. A-1a        AAA/Watch Neg     AAA
Ballyrock ABS CDO 2007-1 Ltd. A-1b        BBB/Watch Neg     BBB
Ballyrock ABS CDO 2007-1 Ltd. S           AA/Watch Neg      AA
Ballyrock ABS CDO 2007-1 Ltd. A-2         BB-/Watch Neg     BB-
Ballyrock ABS CDO 2007-1 Ltd. B           B-/Watch Neg      B-
Ballyrock ABS CDO 2007-1 Ltd. C           CCC/Watch Neg     CCC
Barramundi CDO I Ltd.         A-1         A+/Watch Neg      A+
Barramundi CDO I Ltd.         A-2         BBB+/Watch Neg    BBB+
Barramundi CDO I Ltd.         B           BB+/Watch Neg     BB+
Barramundi CDO I Ltd.         C           B/Watch Neg       B
Barramundi CDO I Ltd.         D           CCC+/Watch Neg    CCC+
Bayberry Funding Ltd.         IV          A/Watch Neg       A
Bayberry Funding Ltd.         V           BBB-/Watch Neg    BBB-
Belle Haven ABS CDO 2005-1    C           A/Watch Neg       A
Belle Haven ABS CDO 2005-1    D-1         BB-/Watch Neg     BB-
Belle Haven ABS CDO 2005-1    D-2         BB-/Watch Neg     BB-
BFC Genesee CDO Ltd.          A-1LA       BBB+/Watch Neg    BBB+
BFC Genesee CDO Ltd.          A-1LB       BBB+/Watch Neg    BBB+
BFC Genesee CDO Ltd.          A-2L        BB+/Watch Neg     BB+
BFC Genesee CDO Ltd.          A-3L        B+/Watch Neg      B+
BFC Genesee CDO Ltd.          B-1L        CCC/Watch Neg     CCC
Birch Real Estate CDO I Ltd.  B-1         BB+/Watch Neg     BB+
Broadwick Funding Ltd.        A-1b        A+/Watch Neg      A+
Broadwick Funding Ltd.        A-2         A+/Watch Neg      A+
Broadwick Funding Ltd.        B           BBB-/Watch Neg    BBB-
Broadwick Funding Ltd.        C           BB/Watch Neg      BB
Broadwick Funding Ltd.        D           CCC+/Watch Neg    CCC+
Broderick CDO 3 Ltd.          A-2         BBB-/Watch Neg    BBB-
Broderick CDO 3 Ltd.          A-3         CCC-/Watch Neg    CCC-
CAMBER 3 plc                  B           A/Watch Neg       A
CAMBER 3 plc                  C           BBB-/Watch Neg    BBB-
CAMBER 3 plc                  D           BB/Watch Neg      BB
CAMBER 7 plc                  S           BBB+/Watch Neg    BBB+
CAMBER 7 plc                  A-1         BBB/Watch Neg     BBB
CAMBER 7 plc                  A-2         B+/Watch Neg      B+
CAMBER 7 plc                  A-3         B+/Watch Neg      B+
CAMBER 7 plc                  B           B-/Watch Neg      B-
CAMBER 7 plc                  C           CCC/Watch Neg     CCC
Capmark VI Ltd.               CreditFaci  AAA/Watch Neg     AAA
Capmark VI Ltd.               A-1         AAA/Watch Neg     AAA
Capmark VI Ltd.               A-2         AA/Watch Neg      AA
Capmark VI Ltd.               B           A-/Watch Neg      A-
Capmark VI Ltd.               C           BBB/Watch Neg     BBB
Capmark VI Ltd.               Income Nts  BB+/Watch Neg     BB+
C-BASS CBO XV Ltd.            A           A/Watch Neg       A
C-BASS CBO XV Ltd.            B           BBB+/Watch Neg    BBB+
C-BASS CBO XV Ltd.            C           BB+/Watch Neg     BB+
C-BASS CBO XV Ltd.            D           BB-/Watch Neg     BB-
C-BASS CBO XVI Ltd.           A           BB+/Watch Neg     BB+
C-BASS CBO XVI Ltd.           B           BB/Watch Neg      BB
C-BASS CBO XVI Ltd.           C           CCC+/Watch Neg    CCC+
C-BASS CBO XVI Ltd.           D           CCC-/Watch Neg    CCC-
C-BASS CBO XVII Ltd.          A           B+/Watch Neg      B+
C-BASS CBO XVII Ltd.          B           CCC+/Watch Neg    CCC+
C-BASS CBO XVII Ltd.          C           CCC-/Watch Neg    CCC-
Cetus ABS CDO 2006-3 Ltd.     A-1A        BB-/Watch Neg     BB-
Cetus ABS CDO 2006-3 Ltd.     A-1B        CCC/Watch Neg     CCC
Cetus ABS CDO 2006-3 Ltd.     S           BBB/Watch Neg     BBB
Cetus ABS CDO 2006-3 Ltd.     A-2         CCC-/Watch Neg    CCC-
Charles River CDO I Ltd.      A-1A        AA/Watch Neg      AA
Charles River CDO I Ltd.      A-1B        AA/Watch Neg      AA
Charles River CDO I Ltd.      A-2F        BB+/Watch Neg     BB+
Charles River CDO I Ltd.      A-2V        BB+/Watch Neg     BB+
Charles River CDO I Ltd.      B-F         CCC-/Watch Neg    CCC-
Charles River CDO I Ltd.      B-V         CCC-/Watch Neg    CCC-
Class V Funding II Ltd.       A-2A        B/Watch Neg       B
Class V Funding II Ltd.       A-2B        B/Watch Neg       B
Class V Funding II Ltd.       B           CCC-/Watch Neg    CCC-
Class V Funding III Ltd.      S           BB+/Watch Neg     BB+
Class V Funding III Ltd.      A-1         CCC-/Watch Neg    CCC-
Class V Funding Ltd.          A2          AA-/Watch Neg     AA-
Class V Funding Ltd.          B           BBB-/Watch Neg    BBB-
Class V Funding Ltd.          C           BB-/Watch Neg     BB-
Commodore CDO I Ltd.          A           AAA/Watch Neg     AAA
Commodore CDO I Ltd.          B           A+/Watch Neg      A+
Commodore CDO I Ltd.          C           CCC/Watch Neg     CCC
Commodore CDO II Ltd.         A-2 (a)     AA/Watch Neg      AA
Commodore CDO II Ltd.         B           CCC-/Watch Neg    CCC-
Commodore CDO II Ltd.         A-2 (b)     AA/Watch Neg      AA
Commodore CDO III Ltd.        B           BBB+/Watch Neg    BBB+
Commodore CDO III Ltd.        C-1         BB/Watch Neg      BB
Commodore CDO III Ltd.        C-2         BB/Watch Neg      BB
Commodore CDO V Ltd.          A1A         BBB/Watch Neg     BBB
Commodore CDO V Ltd.          A1B         BBB/Watch Neg     BBB
Commodore CDO V Ltd.          A2          BB+/Watch Neg     BB+
Commodore CDO V Ltd.          A3          BB-/Watch Neg     BB-
Commodore CDO V Ltd.          B           CCC-/Watch Neg    CCC-
Coronado CDO Ltd.             B-1         A+/Watch Neg      A+
Coronado CDO Ltd.             C-1         BBB-/Watch Neg    BBB-
Coronado CDO Ltd.             B-2         A+/Watch Neg      A+
Coronado CDO Ltd.             C-2         BBB-/Watch Neg    BBB-
Crystal Cove CDO Ltd.         A1          AAA/Watch Neg     AAA
Crystal Cove CDO Ltd.         A2          A-/Watch Neg      A-
Crystal Cove CDO Ltd.         B           BB+/Watch Neg     BB+
Crystal Cove CDO Ltd.         C1          B-/Watch Neg      B-
Crystal Cove CDO Ltd.         C2          B-/Watch Neg      B-
Dalton CDO Ltd.               A-1b1       BBB/Watch Neg     BBB
Dalton CDO Ltd.               A-1b2       BBB/Watch Neg     BBB
Dalton CDO Ltd.               A-2         BB+/Watch Neg     BB+
Dalton CDO Ltd.               B           B-/Watch Neg      B-
Dalton CDO Ltd.               C           CCC-/Watch Neg    CCC-
Davis Square Funding VI Ltd.  A-1LTa      AA-/Watch Neg     AA-
Davis Square Funding VI Ltd.  A-1LT-b     AA-/Watch Neg     AA-
Davis Square Funding VI Ltd.  A-1LT-c     AA-/Watch Neg     AA-
Davis Square Funding VI Ltd.  A-2         AA-/Watch Neg     AA-
Davis Square Funding VI Ltd.  B           BBB/Watch Neg     BBB
Davis Square Funding VI Ltd.  C           BB+/Watch Neg     BB+
Davis Square Funding VI Ltd.  D           B/Watch Neg       B
Diogenes CDO I Ltd.           A-1         AA+/Watch Neg     AA+
Diogenes CDO I Ltd.           A-2         BBB+/Watch Neg    BBB+
Diogenes CDO I Ltd.           B           BB+/Watch Neg     BB+
Diogenes CDO I Ltd.           C           BB/Watch Neg      BB
Diogenes CDO I Ltd.           D           CCC+/Watch Neg    CCC+
Diversey Harbor ABS CDO Ltd.  A-1M        AA+/Watch Neg     AA+
Diversey Harbor ABS CDO Ltd.  A-1Q        AA+/Watch Neg     AA+
Diversey Harbor ABS CDO Ltd.  A-2         A/Watch Neg       A
Duke Funding XI Ltd.          X           BBB+/Watch Neg    BBB+
Duke Funding XI Ltd.          Sr Swap     AA-/Watch Neg     AA-
Duke Funding XI Ltd.          A-1E        BBB-/Watch Neg    BBB-
Duke Funding XI Ltd.          A-2E        BB/Watch Neg      BB
Duke Funding XI Ltd.          A-3E        B+/Watch Neg      B+
Duke Funding XI Ltd.          B-1E        CCC-/Watch Neg    CCC-
Duke Funding IV Ltd.          B           AA/Watch Neg      AA
Duke Funding IV Ltd.          C           BBB/Watch Neg     BBB
Duke Funding IV Ltd.          Comp Sec    BBB-/Watch Neg    BBB-
Duke Funding V Ltd.           III         BB+/Watch Neg     BB+
Duke Funding V Ltd.           IV-A        CCC/Watch Neg     CCC
Duke Funding V Ltd.           IV-B        CCC/Watch Neg     CCC
Duke Funding V Ltd.           II          AA-/Watch Neg     AA-
E*Trade ABS CDO IV Ltd.       A-1A        AAA/Watch Neg     AAA
E*Trade ABS CDO IV Ltd.       A-1B-2      AAA/Watch Neg     AAA
E*Trade ABS CDO IV Ltd.       A-2         A+/Watch Neg      A+
E*Trade ABS CDO IV Ltd.       B           BB+/Watch Neg     BB+
E*Trade ABS CDO IV Ltd.       C           CCC-/Watch Neg    CCC-
Euler ABS CDO I Ltd.          A-1         A-/Watch Neg      A-
Euler ABS CDO I Ltd.          A-2         BB+/Watch Neg     BB+
Euler ABS CDO I Ltd.          A-3         B/Watch Neg       B
Euler ABS CDO I Ltd.          B           B-/Watch Neg      B-
Euler ABS CDO I Ltd.          C           CCC+/Watch Neg    CCC+
Euler ABS CDO I Ltd.          D           CCC/Watch Neg     CCC
Euler ABS CDO I Ltd.          E           CCC/Watch Neg     CCC
Euler ABS CDO I Ltd.          F           CCC-/Watch Neg    CCC-
Fort Point CDO I Ltd.         A-3a        AA-/Watch Neg     AA-
Fort Point CDO I Ltd.         A-3b        AA-/Watch Neg     AA-
Fort Point CDO I Ltd.         B           BBB/Watch Neg     BBB
Fort Point CDO I Ltd.         C           BB/Watch Neg      BB
Gemstone CDO III Ltd.         C           A/Watch Neg       A
Gemstone CDO III Ltd.         D           BB+/Watch Neg     BB+
Gemstone CDO III Ltd.         E           B/Watch Neg       B
Gemstone CDO IV Ltd.          A-2         AA/Watch Neg      AA
Gemstone CDO IV Ltd.          A-3         AA/Watch Neg      AA
Gemstone CDO IV Ltd.          B           BBB/Watch Neg     BBB
Gemstone CDO IV Ltd.          C           BB+/Watch Neg     BB+
Gemstone CDO IV Ltd.          D           B+/Watch Neg      B+
Gemstone CDO IV Ltd.          E           CCC/Watch Neg     CCC
Glacier Funding CDO IV Ltd.   A-1         A/Watch Neg       A
Glacier Funding CDO IV Ltd.   A-2         BBB-/Watch Neg    BBB-
Glacier Funding CDO IV Ltd.   B           BB/Watch Neg      BB
Glacier Funding CDO IV Ltd.   C           B/Watch Neg       B
Glacier Funding CDO IV Ltd.   D           CCC-/Watch Neg    CCC-
Grand Avenue CDO I Ltd.       A-1A        BBB+/Watch Neg    BBB+
Grand Avenue CDO I Ltd.       A-1B        BBB+/Watch Neg    BBB+
Grand Avenue CDO I Ltd.       A-2         BBB-/Watch Neg    BBB-
Grand Avenue CDO I Ltd.       B           BB+/Watch Neg     BB+
Grand Avenue CDO I Ltd.       C           CCC-/Watch Neg    CCC-
GSC ABS CDO 2005-1 Ltd.       A2          A+/Watch Neg      A+
GSC ABS CDO 2005-1 Ltd.       A3          BBB+/Watch Neg    BBB+
GSC ABS CDO 2005-1 Ltd.       B           BBB-/Watch Neg    BBB-
GSC ABS Funding 2006-3g Ltd.  A-1-a       CCC+/Watch Neg    CCC+
GSC ABS Funding 2006-3g Ltd.  A-1-b       CCC/Watch Neg     CCC
GSC ABS Funding 2006-3g Ltd.  A-1LT       CCC+/Watch Neg    CCC+
GSC ABS Funding 2006-3g Ltd.  A-2         CCC-/Watch Neg    CCC-
Halcyon Securitized Products                                       
Investors ABS CDO I Ltd.     A-1         AA-/Watch Neg     AA-
Halcyon Securitized Products  
Investors ABS CDO I Ltd.     A-2         BBB/Watch Neg     BBB
Halcyon Securitized Products                                 
Investors ABS CDO I Ltd.     B           BB+/Watch Neg     BB+
Halcyon Securitized Products  
Investors ABS CDO I Ltd.     C           BB-/Watch Neg     BB-
Halcyon Securitized Products                                  
Investors ABS CDO I Ltd.     D           B/Watch Neg       B
Halcyon Securitized Products                                  
Investors ABS CDO I Ltd.     E           B-/Watch Neg      B-
Highridge ABS CDO I Ltd.      A-1AD       CCC/Watch Neg     CCC
Highridge ABS CDO I Ltd.      A-1AT       CCC/Watch Neg     CCC
HSPI Diversified CDO Fund I   S           AAA/Watch Neg     AAA
HSPI Diversified CDO Fund I   A-1         BB/Watch Neg      BB
HSPI Diversified CDO Fund I   A-2         B-/Watch Neg      B-
HSPI Diversified CDO Fund I   A-3         CCC-/Watch Neg    CCC-
HSPI Diversified CDO                                            
Fund II Ltd.                 S           A+/Watch Neg      A+
HSPI Diversified CDO                                            
Fund II Ltd.                 A-1         BB+/Watch Neg     BB+
HSPI Diversified CDO                                            
Fund II Ltd.                 A-2         B/Watch Neg       B
HSPI Diversified CDO                                             
Fund II Ltd.                 A-3         CCC+/Watch Neg    CCC+
HSPI Diversified CDO                                             
Fund II Ltd.                 A-4         CCC-/Watch Neg    CCC-
Hudson Mezzanine Funding                                         
2006-2 Ltd.                  S           AA/Watch Neg      AA
Hudson Mezzanine Funding                                         
2006-2 Ltd.                  A-1         BB-/Watch Neg     BB-
Hudson Mezzanine Funding                                          
2006-2 Ltd.                  A-2         B-/Watch Neg      B-
Hudson Mezzanine Funding                                     
2006-2 Ltd.                  B           CCC+/Watch Neg    CCC+
Hudson Mezzanine Funding                                          
2006-2 Ltd.                  C           CCC-/Watch Neg    CCC-
Independence VI CDO Ltd.      A2          AA/Watch Neg      AA
Independence VI CDO Ltd.      B           BBB/Watch Neg     BBB
Independence VI CDO Ltd.      C           BB/Watch Neg      BB
Independence VI CDO Ltd.      D           BB-/Watch Neg     BB-
Independence VI CDO Ltd.      E           CCC+/Watch Neg    CCC+
Inman Square Funding II Ltd.  I           AAA/Watch Neg     AAA
Inman Square Funding II Ltd.  II          AA-/Watch Neg     AA-
Inman Square Funding II Ltd.  III-Fltg    BBB+/Watch Neg    BBB+
Inman Square Funding II Ltd.  IV          BBB-/Watch Neg    BBB-
Inman Square Funding II Ltd.  V           BB-/Watch Neg     BB-
Inman Square Funding II Ltd.  III-Fxd     BBB+/Watch Neg    BBB+
Ischus CDO II Ltd.            A-2         AAA/Watch Neg     AAA
Ischus CDO II Ltd.            B           A/Watch Neg       A
Ischus CDO II Ltd.            C           BBB/Watch Neg     BBB
Ischus CDO II Ltd.            D           B/Watch Neg       B
Ischus Synthetic ABS CDO                                          
2006-1 Ltd.                  A-1LB       AA-/Watch Neg     AA-
Ischus Synthetic ABS CDO                                          
2006-1 Ltd.                  A-2L        BBB+/Watch Neg    BBB+
Ischus Synthetic ABS CDO                                          
2006-1 Ltd.                  A-3L        BBB-/Watch Neg    BBB-
Ischus Synthetic ABS CDO                                    
2006-1 Ltd.                  B-1L        BB-/Watch Neg     BB-
IXIS ABS CDO 1 LTD.           A-2L        A-/Watch Neg      A-
IXIS ABS CDO 1 LTD.           A-3L        BBB-/Watch Neg    BBB-
IXIS ABS CDO 1 LTD.           B-1L        BB+/Watch Neg     BB+
IXIS ABS CDO 1 LTD.           B-2L        BB-/Watch Neg     BB-
Kent Funding III Ltd.         A-2         B+/Watch Neg      B+
Kent Funding III Ltd.         A-3         CCC-/Watch Neg    CCC-
Kleros Preferred Funding IV   A-1         BBB-/Watch Neg    BBB-
Kleros Preferred Funding IV   A-2         B+/Watch Neg      B+
Kleros Preferred Funding IV   A-3         CCC-/Watch Neg    CCC-
Kleros Real Estate CDO I Ltd. A-1A        B/Watch Neg       B
Kleros Real Estate CDO I Ltd. A-2         CCC+/Watch Neg    CCC+
Kleros Real Estate CDO I Ltd. B           CCC/Watch Neg     CCC
Kleros Real Estate CDO I Ltd. A-1B        B/Watch Neg       B
Kleros Real Estate CDO II Ltd A-1A        BB/Watch Neg      BB
Kleros Real Estate CDO II Ltd A-1B        CCC+/Watch Neg    CCC+
Kleros Real Estate CDO II Ltd A-2         CCC/Watch Neg     CCC
Kleros Real Estate CDO II Ltd B           CCC-/Watch Neg    CCC-
Knollwood CDO II Ltd.         A-1VF       AA-/Watch Neg     AA-
Knollwood CDO II Ltd.         A-2S        BBB+/Watch Neg    BBB+
Knollwood CDO II Ltd.         A-2J        BBB-/Watch Neg    BBB-
Knollwood CDO II Ltd.         B           BB/Watch Neg      BB
Knollwood CDO II Ltd.         C           CCC+/Watch Neg    CCC+
Lacerta ABS CDO 2006-1 Ltd.   A-1         B-/Watch Neg      B-
Lacerta ABS CDO 2006-1 Ltd.   A-2         CCC/Watch Neg     CCC
Lexington Capital Funding                                    
II Ltd.                      A-1         A-/Watch Neg      A-
Lexington Capital Funding                                 
II Ltd.                      A-2         BBB+/Watch Neg    BBB+
Lexington Capital Funding                                  
II Ltd.                      B           BB+/Watch Neg     BB+
Lexington Capital Funding                                     
II Ltd.                      C           BB/Watch Neg      BB
Lexington Capital Funding                                  
II Ltd.                      D           B/Watch Neg       B
Lexington Capital Funding                                    
II Ltd.                      E           CCC/Watch Neg     CCC
Libertas Preferred Funding                                  
II Ltd.                      A-1         CCC+/Watch Neg    CCC+
Libertas Preferred Funding                                    
II Ltd.                      A-2         CCC-/Watch Neg    CCC-
Libertas Preferred Funding                                   
II Ltd.                      X           BB+/Watch Neg     BB+
Libertas Preferred Funding                                        
IV Ltd.                      A-1         BB-/Watch Neg     BB-
Libertas Preferred Funding                                     
IV Ltd.                      A-2         B-/Watch Neg      B-
Libertas Preferred Funding                                   
IV Ltd.                      A-3         CCC+/Watch Neg    CCC+
Libertas Preferred Funding                                          
IV Ltd.                      A-4         CCC/Watch Neg     CCC
Libertas Preferred Funding                                       
IV Ltd.                      B           CCC-/Watch Neg    CCC-
Lincoln Avenue ABS CDO Ltd.   A-1         CCC/Watch Neg     CCC
Lochsong Ltd.                 Super Sr    BB+/Watch Neg     BB+
Lochsong Ltd.                 A           BB/Watch Neg      BB
Lochsong Ltd.                 B           B-/Watch Neg      B-
Lochsong Ltd.                 C           CCC-/Watch Neg    CCC-
Longport Funding Ltd.         A-3         A-/Watch Neg      A-
Longport Funding Ltd.         B           BBB-/Watch Neg    BBB-
Longport Funding Ltd.         C           BB+/Watch Neg     BB+
Longport Funding Ltd.         D-1         B/Watch Neg       B
Longport Funding Ltd.         D-2         B/Watch Neg       B
Longshore CDO Funding                                           
2006-2 Ltd.                  A-1         BB+/Watch Neg     BB+
Longshore CDO Funding                                            
2006-2 Ltd.                  A-2         B/Watch Neg       B
Longshore CDO Funding                                              
2006-2 Ltd.                  B           CCC+/Watch Neg    CCC+
Longshore CDO Funding                                            
2006-2 Ltd.                  C-1         CCC/Watch Neg     CCC
Longshore CDO Funding                                        
2006-2 Ltd.                  C-2         CCC/Watch Neg     CCC
Longshore CDO Funding                                        
2006-2 Ltd.                  D           CCC-/Watch Neg    CCC-
Mayflower CDO I Ltd.          X           AA/Watch Neg      AA
Mayflower CDO I Ltd.          A-1LA       BBB/Watch Neg     BBB
Mayflower CDO I Ltd.          A-1lB       BB-/Watch Neg     BB-
Mayflower CDO I Ltd.          A-2L        CCC+/Watch Neg    CCC+
Mayflower CDO I Ltd.          A-3L        CCC-/Watch Neg    CCC-
Mercury CDO III Ltd.          A-1         B-/Watch Neg      B-
Mercury CDO III Ltd.          A-2         CCC-/Watch Neg    CCC-
Midori CDO Ltd.               A-1 Funded  BBB/Watch Neg     BBB
Midori CDO Ltd.               A-1 Unfund  BBB/Watch Neg     BBB
Midori CDO Ltd.               A-X         AAA/Watch Neg     AAA
Midori CDO Ltd.               A-2         B+/Watch Neg      B+
Midori CDO Ltd.               B           CCC+/Watch Neg    CCC+
MKP CBO V Ltd.                A-1         AAA/Watch Neg     AAA
MKP CBO V Ltd.                A-2         BBB+/Watch Neg    BBB+
MKP CBO V Ltd.                B           BB/Watch Neg      BB
MKP CBO V Ltd.                C           B+/Watch Neg      B+
MKP CBO V Ltd.                D           B/Watch Neg       B
MKP CBO V Ltd.                E           CCC/Watch Neg     CCC
Montauk Point CDO II Ltd.     A1J         BB+/Watch Neg     BB+
Montauk Point CDO II Ltd.     A1S         BBB/Watch Neg     BBB
Montauk Point CDO II Ltd.     A2          B/Watch Neg       B
Montauk Point CDO II Ltd.     A3          B-/Watch Neg      B-
Montauk Point CDO II Ltd.     A4          CCC-/Watch Neg    CCC-
Montauk Point CDO II Ltd.     Combo Sec   AAA/Watch Neg     AAA
Montauk Point CDO Ltd.        A1          AA/Watch Neg      AA
Montauk Point CDO Ltd.        A2          A-/Watch Neg      A-
Montauk Point CDO Ltd.        B           BBB-/Watch Neg    BBB-
Montauk Point CDO Ltd.        C           BB+/Watch Neg     BB+
Montauk Point CDO Ltd.        D           B+/Watch Neg      B+
Montauk Point CDO Ltd.        E           CCC+/Watch Neg    CCC+
Montauk Point CDO Ltd.        F           CCC/Watch Neg     CCC
Mulberry Street CDO Ltd.      A-2         AA-/Watch Neg     AA-
Mulberry Street CDO Ltd.      B           CCC/Watch Neg     CCC
Nautilus RMBS CDO IV Ltd.     A-1J        BBB/Watch Neg     BBB
Nautilus RMBS CDO IV Ltd.     A-2         BB/Watch Neg      BB
Nautilus RMBS CDO IV Ltd.     A-3         B/Watch Neg       B
Nautilus RMBS CDO IV Ltd.     B-F         CCC-/Watch Neg    CCC-
Nautilus RMBS CDO IV Ltd.     B-V         CCC-/Watch Neg    CCC-
Neptune CDO II Ltd.           A-2         AA/Watch Neg      AA
Neptune CDO II Ltd.           B           A/Watch Neg       A
Neptune CDO II Ltd.           C           BBB+/Watch Neg    BBB+
Neptune CDO II Ltd.           D           BB/Watch Neg      BB
North Cove CDO II Ltd.        A           AA+/Watch Neg     AA+
North Cove CDO II Ltd.        B           A/Watch Neg       A
North Cove CDO II Ltd.        C           BBB+/Watch Neg    BBB+
North Cove CDO II Ltd.        D           BB/Watch Neg      BB
North Cove CDO II Ltd.        E           BB-/Watch Neg     BB-
North Cove CDO III Ltd.       A           BB+/Watch Neg     BB+
North Cove CDO III Ltd.       B           B+/Watch Neg      B+
North Cove CDO III Ltd.       C           CCC+/Watch Neg    CCC+
North Cove CDO III Ltd.       D           CCC-/Watch Neg    CCC-
Northwall Funding CDO I Ltd.  B           BBB-/Watch Neg    BBB-
Octans II CDO Ltd.            A-1 Swap    BBsrp/Watch Neg   BBsrp
Octans II CDO Ltd.            A-2         B-/Watch Neg      B-
Octans II CDO Ltd.            A-3A        B-/Watch Neg      B-
Octans II CDO Ltd.            A-3B        B-/Watch Neg      B-
Octans II CDO Ltd.            B           CCC/Watch Neg     CCC
Octans II CDO Ltd.            C-1         CCC-/Watch Neg    CCC-
Orchid Structured Finance     
CDO III Ltd.                 A-1         AA/Watch Neg      AA
Orchid Structured Finance                                    
CDO III Ltd.                 A-2         BBB/Watch Neg     BBB
Orchid Structured Finance                                  
CDO III Ltd.                 B           BB+/Watch Neg     BB+
Orchid Structured Finance                                
CDO III Ltd.                 C           BB/Watch Neg      BB
Orchid Structured Finance                                       
CDO III Ltd.                 D           B+/Watch Neg      B+
Orchid Structured Finance                                       
CDO III Ltd.                 E           CCC+/Watch Neg    CCC+
Palmer ABS CDO 2007-1 Ltd.    A-1         B/Watch Neg       B
Pine Mountain CDO Ltd.        A-2         AAA/Watch Neg     AAA
Pine Mountain CDO Ltd.        B           BBB+/Watch Neg    BBB+
Pine Mountain CDO Ltd.        C           BBB-/Watch Neg    BBB-
Pine Mountain CDO Ltd.        D           B-/Watch Neg      B-
Pine Mountain CDO Ltd.        A-3         AA-/Watch Neg     AA-
Pinetree CDO Ltd.             A-1J        A-/Watch Neg      A-
Pinetree CDO Ltd.             A-1S        AAA/Watch Neg     AAA
Pinetree CDO Ltd.             A-2         BBB-/Watch Neg    BBB-
Pinetree CDO Ltd.             A-3         BB-/Watch Neg     BB-
Pinetree CDO Ltd.             B           CCC-/Watch Neg    CCC-
Plettenberg Bay CDO Ltd.      S           BB-/Watch Neg     BB-
Plettenberg Bay CDO Ltd.      A-1         CCC+/Watch Neg    CCC+
Plettenberg Bay CDO Ltd.      A-2         CCC-/Watch Neg    CCC-
Porter Square CDO III Ltd.    B           A-/Watch Neg      A-
Porter Square CDO III Ltd.    C           BB+/Watch Neg     BB+
Porter Square CDO III Ltd.    D           B-/Watch Neg      B-
Pyxis ABS CDO 2007-1 Ltd.     A-1         BB-/Watch Neg     BB-
Pyxis ABS CDO 2007-1 Ltd.     S           CCC+/Watch Neg    CCC+
Pyxis ABS CDO 2007-1 Ltd.     A-2         CCC+/Watch Neg    CCC+
Pyxis ABS CDO 2007-1 Ltd.     B           CCC-/Watch Neg    CCC-
Scorpius CDO Ltd.             A-1         BB/Watch Neg      BB
Scorpius CDO Ltd.             A-2A        B+/Watch Neg      B+
Scorpius CDO Ltd.             A-2B        B-/Watch Neg      B-
Scorpius CDO Ltd.             B           CCC+/Watch Neg    CCC+
Scorpius CDO Ltd.             C           CCC/Watch Neg     CCC
Scorpius CDO Ltd.             D           CCC/Watch Neg     CCC
Sharps CDO II Ltd.            A-2         BB-/Watch Neg     BB-
Sharps CDO II Ltd.            A-3         B-/Watch Neg      B-
Sharps CDO II Ltd.            B           CCC/Watch Neg     CCC
Sherwood Funding CDO II Ltd.  A-2         AA/Watch Neg      AA
Sherwood Funding CDO II Ltd.  B           A-/Watch Neg      A-
Sherwood Funding CDO II Ltd.  C           BBB/Watch Neg     BBB
Sherwood Funding CDO II Ltd.  D           BB/Watch Neg      BB
Skybox CDO Ltd.               A           AAA/Watch Neg     AAA
Skybox CDO Ltd.               B           AA/Watch Neg      AA
Skybox CDO Ltd.               C           A-/Watch Neg      A-
Skybox CDO Ltd.               D           BBB-/Watch Neg    BBB-
Sorin CDO V Ltd.              A1S         BB/Watch Neg      BB
Sorin CDO V Ltd.              A1J         CCC+/Watch Neg    CCC+
Sorin CDO VI Ltd.             A-1LA       BB-/Watch Neg     BB-
Sorin CDO VI Ltd.             A-1LB       B-/Watch Neg      B-
Sorin CDO VI Ltd.             A-2L        CCC/Watch Neg     CCC
South Coast Funding I Ltd.    A-2         B+/Watch Neg      B+
South Coast Funding II Ltd.   A-3         B-/Watch Neg      B-
South Coast Funding VII Ltd.  B           BBB/Watch Neg     BBB
South Coast Funding VII Ltd.  C           BB+/Watch Neg     BB+
South Coast Funding VII Ltd.  D-1A        CCC/Watch Neg     CCC
South Coast Funding VII Ltd.  D-1B        CCC/Watch Neg     CCC
South Coast Funding VII Ltd.  D-2         CCC/Watch Neg     CCC
South Coast Funding VIII Ltd. A-2         A/Watch Neg       A
South Coast Funding VIII Ltd. B           BBB-/Watch Neg    BBB-
South Coast Funding VIII Ltd. C           BB+/Watch Neg     BB+
South Coast Funding VIII Ltd. D           B-/Watch Neg      B-
South Coast Funding VIII Ltd. E           CCC/Watch Neg     CCC
STAtic ResidenTial CDO        
2005-C Ltd.                  A-2         AAA/Watch Neg     AAA
STAtic ResidenTial CDO                                        
2005-C Ltd.                  B           AA/Watch Neg      AA
STAtic ResidenTial CDO                                         
2005-C Ltd.                  C           A+/Watch Neg      A+
STAtic ResidenTial CDO                                       
2005-C Ltd.                  D           BBB-/Watch Neg    BBB-
STAtic ResidenTial CDO                                   
2005-C Ltd.                  E           BB+/Watch Neg     BB+
STAtic ResidenTial CDO                                    
2006-A Ltd.                  A-1(a)      AA/Watch Neg      AA
STAtic ResidenTial CDO                                   
2006-A Ltd.                  A-1(b)      BBB/Watch Neg     BBB
STAtic ResidenTial CDO                                       
2006-A Ltd.                  A-2         BB+/Watch Neg     BB+
STAtic ResidenTial CDO                                         
2006-A Ltd.                  B           BB/Watch Neg      BB
STAtic ResidenTial CDO                              
2006-A Ltd.                  C           BB-/Watch Neg     BB-
STAtic ResidenTial CDO                                      
2006-A Ltd.                  D           B-/Watch Neg      B-
STAtic ResidenTial CDO                                  
2006-A Ltd.                  E           CCC/Watch Neg     CCC
Stillwater ABS CDO 2006-1 Ltd A-1         AA-/Watch Neg     AA-
Stillwater ABS CDO 2006-1 Ltd A-2         BB/Watch Neg      BB
Stillwater ABS CDO 2006-1 Ltd A-3         B-/Watch Neg      B-
Stillwater ABS CDO 2006-1 Ltd B           CCC+/Watch Neg    CCC+
Stillwater ABS CDO 2006-1 Ltd C           CCC/Watch Neg     CCC
TAHOMA CDO III Ltd.           A-1         BB-/Watch Neg     BB-
TAHOMA CDO III Ltd.           A-2         CCC-/Watch Neg    CCC-
Tallships Funding Ltd.        UnfundedSS  AA-srs/Watch Neg  AA-srs
Tallships Funding Ltd.        Revolver    A-/Watch Neg      A-
Tallships Funding Ltd.        A-1         BB/Watch Neg      BB
Tallships Funding Ltd.        A-2         B+/Watch Neg      B+
Tallships Funding Ltd.        B           B-/Watch Neg      B-
Tallships Funding Ltd.        C           CCC/Watch Neg     CCC
Tazlina Funding CDO I Ltd.    A-1         BBB+/Watch Neg    BBB+
Tazlina Funding CDO I Ltd.    A-2         BB+/Watch Neg     BB+
Tazlina Funding CDO I Ltd.    B           BB/Watch Neg      BB
Tazlina Funding CDO I Ltd.    C           BB-/Watch Neg     BB-
Tazlina Funding CDO I Ltd.    D           CCC+/Watch Neg    CCC+
Topanga CDO Ltd.              A-1         AA/Watch Neg      AA
Topanga CDO Ltd.              A-2         A/Watch Neg       A
Topanga CDO Ltd.              B           BBB/Watch Neg     BBB
Topanga CDO Ltd.              C           BB+/Watch Neg     BB+
Toro ABS CDO II Ltd.          A-1         A/Watch Neg       A
Toro ABS CDO II Ltd.          A-2         BBB-/Watch Neg    BBB-
Toro ABS CDO II Ltd.          B           BB/Watch Neg      BB
Toro ABS CDO II Ltd.          C           BB-/Watch Neg     BB-
Toro ABS CDO II Ltd.          D           B/Watch Neg       B
Toro ABS CDO II Ltd.          E           CCC/Watch Neg     CCC
Tourmaline CDO I Ltd.         III         BB+/Watch Neg     BB+
Tourmaline CDO I Ltd.         IV          CCC-/Watch Neg    CCC-
Tourmaline CDO II Ltd.        B           AAA/Watch Neg     AAA
Tourmaline CDO II Ltd.        C           AA-/Watch Neg     AA-
Tourmaline CDO II Ltd.        D           A-/Watch Neg      A-
Tourmaline CDO II Ltd.        E           BB+/Watch Neg     BB+
Vertical ABS CDO 2006-1 Ltd.  A-S1VF      A+/Watch Neg      A+
Vertical ABS CDO 2006-1 Ltd.  A-1         BBB/Watch Neg     BBB
Vertical ABS CDO 2006-1 Ltd.  A-2         BB-/Watch Neg     BB-
Vertical ABS CDO 2006-1 Ltd.  A-3         CCC+/Watch Neg    CCC+
West Trade Funding CDO I Ltd. A-1         B/Watch Neg       B
West Trade Funding CDO I Ltd. A-2         CCC+/Watch Neg    CCC+
West Trade Funding CDO I Ltd. B           CCC/Watch Neg     CCC
West Trade Funding CDO I Ltd. C           CCC-/Watch Neg    CCC-
Zais Investment Grade Ltd VII  A-2         AA+/Watch Neg     AA+
Zais Investment Grade Ltd VII  B-1A        B-/Watch Neg      B-
Zais Investment Grade Ltd VII  A-3         BBB-/Watch Neg    BBB-
Zais Investment Grade Ltd VII  B-1B        B-/Watch Neg      B-
Zais Investment Grade Ltd VIII A-2         A+/Watch Neg      A+
Zais Investment Grade Ltd VIII B           BBB+/Watch Neg    BBB+
Zais Investment Grade Ltd VIII C           BBB-/Watch Neg    BBB-
Zais Investment Grade Ltd VIII D           BB-/Watch Neg     BB-


* S&P Downgrades Ratings on 26 Classes of Notes to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 26
classes of notes from four collateralized debt obligation
transactions following the liquidation of their portfolio
collateral.  The four affected transactions are Draco 2007-1 Ltd.,
Kleros Real Estate CDO III, Mugello ABS CDO 2006-1 Ltd., and Mars
CDO I Ltd.
     
Draco 2007-1 Ltd. and Mugello ABS CDO 2006-1 Ltd. are both hybrid
CDOs backed predominantly by mezzanine residential mortgage-backed
securities.  Kleros Real Estate CDO III is a cash flow CDO backed
predominantly by high-grade RMBS collateral and Mars CDO I Ltd. is
a CDO of structured finance CDOs.  Each of the deals previously
experienced an event of default, and the controlling noteholders
subsequently voted to accelerate the maturity of the notes and
liquidate the collateral assets.
     
The current rating action follows notice from the trustee for each
transaction that the liquidation of the portfolio assets is
complete and that the available proceeds have been distributed to
the noteholders.  The trustee for each transaction has indicated
that the proceeds from the liquidations were insufficient to pay
down the balances of any of the notes in full.


                          Rating Actions
                                             Rating
                                             ------
  Transaction                   Class       To    From
  -----------                   -----       --    ----
Draco 2007-1 Ltd.               A1S         D     BB-/Watch Neg
Draco 2007-1 Ltd.               A1J         D     CCC-/Watch Neg
Draco 2007-1 Ltd.               A2          D     CCC-/Watch Neg
Draco 2007-1 Ltd.               A3          D     CC
Draco 2007-1 Ltd.               B1          D     CC
Draco 2007-1 Ltd.               B2          D     CC
Draco 2007-1 Ltd.               B3          D     CC
Draco 2007-1 Ltd.               C1          D     CC
Draco 2007-1 Ltd.               C2          D     CC
Mugello ABS CDO 2006-1 Ltd.     A-1         D     BB+
Mugello ABS CDO 2006-1 Ltd.     A-2         D     B-
Mugello ABS CDO 2006-1 Ltd.     B           D     CCC-
Mugello ABS CDO 2006-1 Ltd.     C           D     CC
Mars CDO I Ltd                  A-1         D     B
Mars CDO I Ltd                  A-2         D     CC
Mars CDO I Ltd                  A-3         D     CC
Mars CDO I Ltd                  B           D     CC
Mars CDO I Ltd                  C           D     CC
Mars CDO I Ltd                  D           D     CC
Mars CDO I Ltd                  F           D     CC
Kleros Real Estate CDO III Ltd. A-1A        D     B+/Watch Neg
Kleros Real Estate CDO III Ltd. A-1B        D     CCC-/Watch Neg
Kleros Real Estate CDO III Ltd. A-2         D     CCC-/Watch Neg
Kleros Real Estate CDO III Ltd. A-3         D     CC
Kleros Real Estate CDO III Ltd. B           D     CC
Kleros Real Estate CDO III Ltd. C           D     CC


* S&P Names Sectors Most Prone to Economic, Credit-Market Stir
--------------------------------------------------------------
As of June 16, 2008, the consumer products, media and
entertainment, and retail/restaurants sectors remain most
susceptible to economic and credit-market turbulence, according to
an article published by Standard & Poor's.  The article, which is
titled "Stress In Corporate America: As Confidence Drops, Credit
Conditions Worsen (Premium)," says that these sectors consistently
lead risk in its lists of distressed companies (defined as
speculative-grade companies with securities trading in
excess of 1,000 basis points above U.S. Treasuries), weakest links
(companies rated 'B-' or lower with either a negative outlook or
on CreditWatch with negative implications), and potential bond
downgrades (investment-grade or speculative-grade companies that
have either a negative outlook or on CreditWatch with negative
implications).
      
"Weakness in the consumer products, media and entertainment, and
retail/restaurants sectors is a result of U.S. consumers'
diminished economic prospects," said Diane Vazza, head of Standard
& Poor's Global Fixed Income Research Group.  "Consumer spending
is critical to continued economic expansion, as it accounts for
70% of the U.S. GDP."  These cyclical sectors rely heavily on
consumer spending, which has recently declined after showing
resilience in 2007.
      
"We expect consumer spending to grow only 1.4% in 2008," Ms. Vazza
added.  "This is a deceleration compared with 2.9% in 2007 and
3.1% in 2006."  As a result of increased gasoline prices and
falling home values, consumer confidence has plunged to its lowest
level in more than 15 years, opening the potential for even larger
decreases in spending than are currently forecast.


* S&P Says Aerospace Manufacturers Could Gain from Order Backlogs
-----------------------------------------------------------------
Commercial aerospace manufacturers and suppliers worldwide
continue to benefit from record order backlogs, which should lead
to increasing aircraft deliveries in the next two years, according
to an industry report card published by Standard & Poor's Ratings
Services.  "But jetliner orders will likely be materially lower in
2008 than in recent years and a portion of the backlogs could be
deferred or canceled, as ever-higher fuel prices and a slower
economy depress financial results of airline customers, especially
in the U.S.," said Standard & Poor's credit analyst Roman Szuper.

Nonetheless, S&P expect the commercial aerospace sector's
credit quality to remain fairly steady in the next 12 months.
     
The industry report card, "The Commercial Aerospace Sector Has
Peaked, While Defense Contractors Stay On The March," also
examines the defense sector's prospects.  S&P view the outlook for
U.S. defense contractors as stable over the next year, given high
levels of government spending.  European governments' more
moderate spending and potential export markets have kept its
defense contractors' credit quality fairly steady, the report
notes.  The European firms have been actively seeking alliances
with their U.S. counterparts to get a foothold in the biggest
defense market in the world and to improve their currency cost
structure.


* S&P Says Credit Fundamentals For Capital Goods Cos. Highly Mixed
------------------------------------------------------------------
Standard & Poor's Ratings Services believes that credit
fundamentals for U.S. capital goods companies are becoming
increasingly mixed, reflecting diverging underlying trends in key
end-markets, according to an industry report card.  Nevertheless,
70% of U.S. capital goods companies that we rate have stable
outlooks.

"The upside is that organic growth rates remain generally
positive, thanks to sustained global demand for capital equipment,
particularly from rapidly industrializing emerging economies, and
heavy investment spending in commodity-driven end-markets," said
Standard & Poor's credit analyst Peter Kelly.  Both large
diversified industrial companies and smaller niche players in
these markets reported revenue and earnings growth in the first
quarter of 2008.  Many of them are also profiting from the weaker
dollar.  While emerging market growth could come down, it's
unlikely to fall rapidly in the short term, and considering the
run-up in commodity prices, the outlook for oil, agriculture,
power, and mining-related capital spending should remain positive,
the report notes.
     
The report, "Global Demand And Commodities Boom Help U.S. Capital
Goods Weather Soft Economy At Home, Rising Costs," also considers
the down side - the challenges U.S. capital goods companies face
that present clear risks to their credit quality.  They include
weakening or already difficult business conditions in many
segments of the U.S. economy, our expectation of tough times ahead
in nonresidential construction, mounting pressure from raw
material and transportation cost inflation, as well as credit
market conditions that remain tight.  

Furthermore, company-specific actions - including debt-financed
acquisitions and shareholder-friendly policies in a more uncertain
environment - could also hurt credit quality.


* Fitch Expects Global Steel Prices Will Even Out in 2008
---------------------------------------------------------
Fitch Ratings expects that global steel prices will even out in
2008 once cost inflation of raw material is absorbed, according to
a new report.

Prices increases for steel have been rampant during the first six
months of 2008 as companies seek to pass through increased raw
material costs.  The ability to increase steel pricing is
essential to maintain margins for producers who do not control
their sources of iron ore, coke, pig iron and scrap.  Contract
price increases for iron ore and coke have added approximately
$185 per metric ton to the cost of blast furnace steel without
vertical integration.  Energy, freight, scrap and labor cost
increases can add another $100/mt, far exceeding original
expectations.

Growth in global steel demand is expected to run approximately 6%-
7% annually over the next 12-18 months, and markets are expected
to be fairly balanced.  Excess production could drag on pricing
and further pressure tight raw material markets, while short
supply would be inflationary and may dampen steel demand.  
Regional variations in pricing and profitability have re-emerged,
given high freight rates and protectionism.

Fitch expects further consolidation in the steel space.  Steel
producers have been acquisitive to diversify geographically, to
rationalize production and to gain access to raw materials.

The ratings outlook on the industry is stable.

Key 2008 Themes/Events:

  -- Exposure to consumer end-markets such as automotive and
     appliance manufacture, markets likely to experience slow
     growth in industrialized nations, may constrain the ability
     to pass through cost increases.  Exposure to energy-related
     industries may benefit cost pass-through ability.

  -- Regulatory efforts to reign in inflation may cut production
     growth.  Tightening credit cuts the ability to finance
     inventory and support trading activity.  Export duties keep
     local markets well supplied and prices low.

  -- Fitch believes a BHP Billiton/Rio Tinto plc merger could
     increase pricing pressure in the seaborne iron ore market.  
     This especially concerns Asian producers: China accounted for
     48% of Australian Iron ore production in 2007; Japan
     accounted for 26%; and Korea accounted for 10%.  Japan
     imports all of its iron and coal needs, China imports about
     half of its iron needs.

  -- Production in China has exceeded domestic demand since the
     end of 2006, weighing on domestic pricing, as well as pricing
     in Europe and the United States, for some products for
     certain periods of time.  Increased domestic consumption in
     Russia has cut net exports there, and the Middle East has
     been a robust market for exports, resulting in fairly
     balanced markets overall.  Continued excess production drives
     the raw materials costs up while weighing on pricing.
     Government measures, in addition to cost pressures, should
     continue to result in closure of inefficient production
     capabilities and constrain the growth of China's net exports.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2008,
Standard & Poor's Ratings Services assigned recovery ratings to
the senior unsecured debt issues of AbitibiBowater Inc., Abitibi-
Consolidated Inc., and Bowater Inc.  At the same time, S&P lowered
the issue-level rating on these debts to 'CCC+' from 'B-'.


* Messrs. Lau and Posner Join Otterbourg Steindler
--------------------------------------------------
Benjamin W. Lau, Esq., has joined the finance practice group and
David M. Posner, Esq., has joined the creditors' rights and
insolvency practice group at Otterbourg, Steindler, Houston &
Rosen, P.C. as Of Counsel.

Mr. Lau was a partner with Nixon Peabody LLP in New York where he
was a member of the leverage finance team.  His work included
leverage financing for acquisitions, recapitalizations and going-
private transactions.  In addition, his practice involved capital
and asset-based financing, workouts and restructurings and
distressed debt trading activities.  Mr. Lau was also senior
counsel at Merrill Lynch & Co. where he supported the high-yield
business unit and other product groups.  He regularly represents
investment and commercial banks, hedge funds, investment
companies, investment advisors and other financial institutions.
Mr. Lau's expertise in leverage finance further adds to
Otterbourg's capabilities in representing lenders providing
capital market products.

Mr. Posner was previously a partner in the New York office of
Hogan & Hartson in its lending, bankruptcy and creditors' rights
law group.  He represents secured creditors, unsecured creditors,
trustees, creditors' committees and numerous financial
institutions in Chapter 11 and 7 cases and non-bankruptcy
litigation matters.  His experience includes representing such
clients in mortgage foreclosure, lender liability, debt
collection, judgment enforcement and bankruptcy appellate practice
as well.  The addition of Posner to the insolvency practice
continues the expansion of the Otterbourg practice in this arena.

"Both attorneys bring a high level of experience to the firm,"
says Daniel Wallen, chairman of Otterbourg.  "Having them join the
firm reflects our continuing commitment to representing our
clients across the spectrum of financial products and services
that they might require."

Mr. Posner received his B.A. from Syracuse University in 1984 and
his J.D. from Syracuse University College of Law in 1988 where he
was senior editor of the Syracuse Law Review.  Mr. Lau received
his B.S. from California State University, Fresno, California in
1987 and his J.D. from Fordham University School of Law in 1990.

             About Otterbourg Steindler Houston & Rosen

Headquartered in New York City, Otterbourg Steindler Houston &
Rosen -- http://www.oshr.com/-- specializes in the representation   
of financial institutions and creditors, including commercial
banks, investment banks, asset-based lenders and hedge funds in
all aspects of their businesses, including the structuring and
documentation of loan transactions, acquisitions, litigation and
alternative dispute resolution, real estate transactions,
workouts, restructurings and bankruptcy proceedings.  Founded in
1909, the firm has particular expertise in leveraged finance,
asset based lending and second lien loans, whether within the
United States or cross-border, well as the representation of
committees of unsecured creditors in large and complex bankruptcy
reorganization cases throughout the United States.  It is also
known for its representation of individual institutional lenders,
bank groups, commercial enterprises and other secured and
unsecured creditors in complex, high profile litigation and its
role as co-general counsel for the Commercial Finance Association.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***