TCR_Public/080704.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 4, 2008, Vol. 12, No. 158           

                             Headlines

329 GREENE: Voluntary Chapter 11 Case Summary
ABACUS 2006-10: Moody's Affirms Ba2 Rating of Class L Notes
ADVANTA CORP: Moody's Affirms Ba3 Senior Unsecured Debt Rating
AGA MEDICAL: S&P Affirms 'B+' Credit Rating with Positive Outlook
AHAVA FOOD: Secured Lender to Sell Collateral at July 9 Auction

AMERICAN MEDIA: March 31 Balance Sheet Upside-Down by $399.1 MM
AMPEX CORPORATION: Wants Bankruptcy Control Until October 26
AMSCAN HOLDINGS: Selling 4 Retail Stores to Zurchers Merchandise
ANALYTICAL SURVEYS: March 31 Balance Sheet Upside-Down by $20,006
ANGIOTECH PHARMA: Moody's to Review B3 & B2 Ratings for Likely Cut

ARTHUR'S GARAGE: Voluntary Chapter 11 Case Summary
ARVINMERITOR INC: S&P's 'B+' Rating Unaffected by Falling Sales
AVENSYS CORP: Posts $273,779 Net Loss in Third Qtr. Ended March 31
AVIS BUDGET: S&P Chips Corporate Credit Rating to BB from BB+
B&B RESTAURANT: Case Summary & 40 Largest Unsecured Creditors

BALLYROCK ABS: Moody's Cuts Rating of $56.2MM Notes to Caa3
BAYOU GROUP: Fugitive Executive Surrenders to Authorities
BEAR STEARNS: Value of Collateral for Fed Bailout Loan Drops
BEARD COMPANY: March 31 Balance Sheet Upside-Down by $6.3 MM
BELDEN & BLAKE: Posts $11.6 Million in 2008 First Quarter

BROTMAN MEDICAL: Has Until July 21 to File Chapter 11 Plan
CABLEVISION SYSTEMS: Fitch Holds 'B+' Rating on Series of Buyout
CENTRE SQUARE: S&P Trims Three CDO Ratings to CC from CCC
CHARTER COMMS: Moody's Affirms Caa1 Corporate Family Rating
CHESAPEAKE CORP: EBITDA Decline Prompts S&P to Cut Rating to B

CHRYSLER LLC: Appoints Rae as EVP, Combines HR & Employee Depts.
CIMARRON CDO: Moody's Junks Rating of Class C Notes Due 2040
CLAYTON HOLDINGS: S&P Withdraws Ratings After Greenfield Merger
CLEAR CHANNEL: Rush Limbaugh Renews Radio Contract, Gets $400 Mil.
CORPORATE BACKED: S&P Puts 'B' Rating Under Negative CreditWatch

CROSSWINDS AT LONE STAR: Disclosure Statement Hearing Rescheduled
CROSSWINDS AT LONE: Wants Additional 90-Days To Solicit Votes
CROSSWINDS AT LONE STAR: To Request Permission to Use DIP Fund
DANA CORP: Wants Court to Disallow Visteon Corp.'s $9.8 Mil. Claim
DAVID FHIMA: Files for Bankruptcy Following String of Setbacks

DAWAHARES LEXINGTON: To Liquidate Remaining 22 Outlets
DENTAL PROFILE: Case Summary & 28 Largest Unsecured Creditors
DOLLAR THRIFTY: S&P Cuts Rating to 'B' and Keeps Negative Watch
DUNE ENERGY: March 31 Balance Sheet Upside-Down by 42 Million
DUNE ENERGY: Zazove Associates Discloses 21.03% Equity Stake

EDMUND ANDERSON: Case Summary & 20 Largest Unsecured Creditors
EDUCATION RESOURCES: Fixes Panel's Protests to PR Advisor Request
EDUCATION RESOURCES: Panel Can Hire Duane Morris Bankr. Counsel
EDUCATION RESOURCES: Panel Can Hire Posternak as Special Counsel
ELECTRIC BREW: Foreclosure Action Moved Due to Chapter 11 Filing

ELECTRONIC DATA: $14BB Merger Gets No More Question from FTC, DOJ
EL PASO: S&P Holds 'BB' Credit Rating, Changes Outlook to Stable
EL POLLO: S&P Revises Outlook to Negative from Stable
ESTATE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
FEDDERS CORP: Committee et al. Protest Chapter 11 Liquidation Plan

FIDELITY NATIONAL: Spin-off Cues Moody's to Affirm Ba1 CF Rating
FIDELITY NATIONAL: S&P Lifts Ratings on Good Operating Performance
FORD CREDIT: Fitch Affirms 'BB' Rating on Class D Notes
FORD MOTOR: Overall June 2008 Sales in Canada Decrease 13.7%
FORD MOTOR: Offers Buyout Options to 300 Louisville Plant Workers

FOXCO ACQUISITION: S&P Assigns 'B' Corporate Credit Rating
FREEDOM CERTIFICATES: S&P Places 'B' Cert. Rating Under Neg. Watch
FREMONT GENERAL: Taps FTI Consulting as Financial Advisor
GERDAU AMERISTEEL: Strong Performance Cues S&P's Stable Outlook
GENERAL MOTORS: Bankruptcy Fears Overblown, JPMorgan Analyst Says

GENERAL STORE: Voluntary Chapter 11 Case Summary
GEORGETTE LIGHTPIPE: Voluntary Chapter 11 Case Summary
GLOBAL LAND: Voluntary Chapter 11 Case Summary
GREEN VALLEY: S&P Holds 'B' Rating and Revises Outlook to Negative
GREENWICH CAPITAL: S&P Puts Low-B Ratings on Eight Cert. Classes

HANCOCK FABRICS: Plan Confirmation Hearing Set for July 22
HAVEN HEALTHCARE: To Sell Nursing Homes for $93 Mil. Credit Bid
HOLMES FAMILY: Voluntary Chapter 11 Case Summary
IMMUNICON CORP: Court Approves Bid Procedures for Sale of Assets
INTELSAT JACKSON: S&P Assigns 'BB-' Rating on $811MM Credit Deal

ITG VEGAS: Sells Ship for $15 Mil. Under 4-Day Closing Guarantee
JAMIE MILOS: Case Summary & 20 Largest Unsecured Creditors
JASON ROGGENSEE: Case Summary & 16 Largest Unsecured Creditors
LAKESIDE CDO I: Moody's Cuts FR Notes Rating by 4 Notches to B2
LEAR CORP: S&P's 'B+' Rating Unmoved by Proposed Credit Amendment

LEINER HEALTH: Has Until July 31 to File Chapter 11 Plan
LEONARD BURNS: Case Summary & 2Largest Unsecured Creditors
LEVITT AND SONS: Files Chapter 11 Plan; Liquidates Assets
LINENS N THINGS: Asks Court to Approve $100MM Trade Vendor Program
LITHIUM TECHNOLOGY: Bakhuizen et al. Disclose 30.3% Equity Stake

MACKINAW POWER: S&P Holds 'BB-' Rating on $147MM Secured Term Loan
MASTR: Moody's Junks Ratings of Four Classes of NIM Securities
MIDWEST AIR: 40% Pay Cut for CEO, Other Employees Not Spared
MOTHERS WORK: Restructuring Won't Affect S&P's 'B-' Rating Yet
NAYAN LLC: Case Summary & 2 Largest Unsecured Creditors

NEBRASKA BEEF: Recalls 5.3 Mil. Pounds of Beef After E. Coli Rise
NEXSTAR BROADCASTING: $35.6MM PIK Notes Cue S&P's Rating Cuts
NORTH OAKLAND: Sale Requires Chapter 11 Bankruptcy Filing
OSIE COMBS: Case Summary & 20 Largest Unsecured Creditors
PARKER EXCAVATING: Case Summary & 20 Largest Unsecured Creditors

PENN NATIONAL: Ends $8.9BB Merger Deal with Fortress Investment
PENN NATIONAL: S&P Holds 'BB-' Rating on Terminated Fortress Deal
PENN OCTANE: Standard General et al. Own 23.38% Equity Stake
PENSKE AUTOMOTIVE: S&P Revises Outlook to Neg. on Increased Debt
PIONEER VALLEY: Moody's Cuts Rating of Class C Notes to Caa3

PLAINS EXPLORATION: Chesapeake Deal Cues Moody's Negative Outlook
PLAINS EXPLORATION: Chesapeake Deal Won't Affect S&P's 'BB' Rating
PLASTECH ENGINEERED: Wants Customers' Bar Date Moved to July 31
PLASTECH ENGINEERED: Geo-Tech Wants Stay Lifted to Sell Plastic
POWER RECEIVABLE: S&P Puts $22.2MM Notes' BB+ Rating on Neg. Watch

PRC LLC: Emerges From Chapter 11 After Five Months
PRC LLC: Keeps Call Center Customer Services Deal with Verizon
PRC LLC: Sets July 28 as Admin. and Rejection Claims Bar Date
PRINTERS ROW: Case Summary & Largest Unsecured Creditor
QUICK SERVICE: Bids for 17 Church's Chicken Stores Due July 25

RANGE RESOURCES: S&P Holds BB Rating, Changes Outlook to Positive
RG SUMMIT: Case Summary & Six Largest Unsecured Creditors
RGIS INVENTORY: S&P Changes Outlook to Stable on Losing Sales
RIVER OAKS: Case Summary & 30 Largest Unsecured Creditors
SAIL: Moody's Junks Ratings of Net Interest Margin Securities

SAM SELTZER'S: Wants to Walk Away from Publix, Ocala Site Leases
SMITHFIELD FOODS: Sells 4.95% of Shares to COFCO to Pay Debts
SMITHFIELD FOODS: Mulls Offering $350MM Convertible Senior Notes
SMITHFIELD FOODS: Joint Venture Unit Merges with Spain's Campofrio
SMITHFIELD FOODS: Amends U.S. and European Credit Facilities

SOLOMON TRANSPORT: Case Summary & Largest Unsecured Creditor
SUPERIOR ESSEX: S&P Retains 'BB' Rating Under Developing Watch
SUPERIOR ESSEX: S&P Retains 'BB' Rating Under Developing Watch
TEXAS PETROCHEMICALS: To Distribute Reserve Shares on September 15
TOUGHER INDUSTRIES: Ch. 11 Ongoing; Former Owner to be Sentenced

TRIBUNE CO: LA Times Unit Cuts 17% of Editorial Workforce
TRONOX WORLDWIDE: Moody's to Review B3 Rating for Likely Cut
TROPICANA ENT: Wants to Set September 26 as Claims Filing Deadline
TROPICANA ENT: Sec. 341(a) Meeting Adjourned, Schedules Due July 7
TROPICANA ENT: Conservator Has Until October 16 to Sell NJ Casino

TW TELECOM: S&P Revises Outlook to Positive from Stable
UNIFI INC: Sells Polyester Plant to Reliance Industries for $12MM
VICTORY MEMORIAL: SUNY Takes Over Operations in 11th Hour Deal
VISUAL IMAGE: Case Summary & 20 Largest Unsecured Creditors
WACHOVIA BANK: S&P Places Six Low-B Ratings Under Negative Watch

WACHOVIA BANK: S&P Places Six Low-B Ratings Under Negative Watch
WALLACE ROBERTSON: Case Summary & 20 Largest Unsecured Creditors
WATER PIK: Reduced Leverage Cues S&P to Revise Outlook to Stable
WCI STEEL: Shareholders Injunction Plea vs Severstal Bid Denied
WHITEHALL JEWELERS: Taps Proskauer Rose as Bankruptcy Counsel

* Moody's: Rising Prices Affect American Chemicals Manufacturers  
* Moody's Sees Unfavorable Credit State for Automotive Makers
* Moody's Sees Stable Liquidity in Nondurable-Products Industry
* Moody's Says Private Colleges and Universities Fared Well
* Moody's Says Many States Fail to Adopt Budgets on Schedule

* S&P Puts Negative Watch on Nine Ford Motor-Related Transactions

* BOOK REVIEW: Cardozo and Frontiers of Legal Thinking

                             *********

329 GREENE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 329 Greene Street, LLC
        339 Greene Street
        New Haven, CT 06511

Bankruptcy Case No.: 08-32148

Chapter 11 Petition Date: July 1, 2008

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Phone: (203) 777-5741
                  Fax: 203-777-4206
                  E-mail: ressmul@yahoo.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 with a list of its largest
unsecured creditors is available for free at
http://bankrupt.com/misc/c-08-32148.pdf


ABACUS 2006-10: Moody's Affirms Ba2 Rating of Class L Notes
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of 11 tranches of
Notes issued by Abacus 2006-10, Ltd. as follows:

  -- $300,000,000 Class A Floating Rate Notes, Due 2045, affirmed
     at Aaa

  -- $37,500,000 Class B Floating Rate Notes, Due 2045, affirmed
     at Aa1

  -- $37,500,000 Class C Floating Rate Notes, Due 2045, affirmed
     at Aa2

  -- $28,125,000 Class D Floating Rate Notes, Due 2045, affirmed
     at Aa3

  -- $18,750,000 Class E Floating Rate Notes, Due 2045, affirmed
     at A1

  -- $18,750,000 Class F Floating Rate Notes, Due 2045, affirmed
     at A2

  -- $14,062,500 Class G Floating Rate Notes, Due 2045, affirmed
     at A3

  -- $14,062,500 Class H Floating Rate Notes, Due 2045, affirmed
     at Baa1

  -- $12,500,000 Class J Floating Rate Notes, Due 2045, affirmed
     at Baa2

  -- $12,500,000 Class K Floating Rate Notes, Due 2045, affirmed
     at Baa3

  -- $35,000,000 Class L Floating Rate Notes, Due 2045, affirmed
     at Ba2

Moody's is affirming the notes due to overall stable performance
of the underlying reference obligations.

Abacus 2006-10, Ltd. is a collateralized debt obligation
referencing a portfolio of synthetic CMBS Securities.  Currently,
the transaction has an aggregate reference obligation notional
amount of $3,750.0 million, the same as that at issuance.

The collateral put provider is Goldman Sachs International.  The
obligations of Goldman Sachs International are guaranteed by
Goldman Sachs Group, Inc. (senior unsecured rating of Aa3, and
short term rating of P-1, stable outlook).

The reference obligations are from CMBS pools securitized in 2004
(28.0%) and 2005 (72%).

The rating action reflects Moody's evaluation of the expected loss
associated with the notes based on the current credit quality on
the underlying reference obligations considering the reduced time
to maturity and the senior unsecured and short term ratings of the
put provider.


ADVANTA CORP: Moody's Affirms Ba3 Senior Unsecured Debt Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Advanta Corp.,
including its senior unsecured rating of Ba3, and changed the
outlook to negative from stable.

The change in outlook mainly reflects Moody's concerns regarding
the company's asset quality, core profitability, and
funding/liquidity, as the company navigates a challenging
environment for credit card lenders.

Regarding asset quality, Advanta has been experiencing
deteriorating net charge-off and delinquency measures since
approximately mid-year 2007 attributable to: underwriting risk
expansion in prior periods; relatively high exposure to geographic
trouble spots, in particular California and Florida; a ramp-down
in originations volume beginning in the second half of 2007 in
response to the ongoing credit crunch and signs of weakening
credit quality; and general U.S. economic deterioration.

Although the company has embarked on a number of financial, credit
underwriting and collections initiatives to mitigate credit
losses, Moody's expects credit quality will continue to decline at
least through year end 2008.

As to profitability, the significant drop-off in margins since
mid-year 2007 is attributable to declining credit quality and
increased credit loss provisioning.

Moody's expects profitability to remain under pressure at least
through the end of the year as the company -- and the industry in
general -- deal with the effect of reduced asset quality.  The
potential for funding costs to move higher in relation to asset
yields is an additional risk factor to the firm's profitability
metrics.

Regarding funding and liquidity, as with other frequent
securitization issuers, Advanta's access to capital markets has
been challenged by the contraction of the ABS markets brought on
by the credit crunch.  Access has been further constrained by
Advanta's declining credit quality and the markets'
differentiation of the firm from stronger competitors.

With Advanta's last two Aaa deals, in May and June 2008,
respectively, the company retained all or a significant portion of
the issuances for its own account.  Although Advanta has no plans
to do so, the securities could be pledged with the Fed at 98% of
market value.

Moody's expects Advanta to maintain adequate liquidity over the
near term.  However, Moody's will closely monitor the company's
access to securitization markets and third party investors, a key
funding source, as well as the strength and certainty of its other
sources of cash in relation to its operational and financial
obligations.

In terms of business position, historically Advanta has maintained
a solid franchise in the business cards segment (estimated #6
small business credit card issuer per Dec. 31, 2007, unchanged
from its 2006 position).  As noted, however, Advanta has been
ramping back originations and receivables balances in reaction to
asset quality and funding issues.

Although reduced originations volume takes pressure off liquidity
and funding in the short term, Moody's is concerned that the
curtailment of volumes may reduce the company's franchise value if
sustained over the long term.

Governance concerns also continue to be an issue, in particular
the control exerted over Advanta by its principal shareholder, CEO
Dennis Alter.  In Moody's view this introduces corporate
governance concerns commonly found with this type of closely held
ownership structure.

In order to change its rating outlook to stable from negative,
Moody's will need to observe tangible evidence of stabilization
and improvement in asset quality, core profitability, and
funding/liquidity.

Ratings affirmed included:

Advanta Corporation --

  -- Senior unsecured debt Ba3
  -- Senior unsecured shelf (P)Ba3
  -- Subordinated debt B2
  -- Subordinated shelf (P)B2
  -- Preferred Stock shelf (P)B3

Advanta Corporation, headquartered in Spring House, PA, reported
approximately $8.3 billion in managed assets as of March 31, 2008.


AGA MEDICAL: S&P Affirms 'B+' Credit Rating with Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Plymouth, Minnesota-based AGA Medical Corp. to positive from
stable.  Per the company's Form S-1 registration statement, it
will issue up to $200 million of common stock, and the class A
common stock, class B common stock, and series A preferred stock
will convert to the company's common stock immediately prior to
the consummation of the offering.  

In addition to this deleveraging event, positive results from the
company's RESPECT and PREMIUM trials, which will evaluate the
safety and efficacy of the company's Amplatzer patent foramen
ovale occluder to prevent recurrent cryptogenic stroke and
migraine headaches, respectively, could significantly expand sales
of this product.  The 'B+' corporate credit rating is affirmed.
     
"Our ratings on AGA reflect the company's narrow product line of
medical devices, which largely treat structural heart defects, and
its modest revenue base," said Standard & Poor's credit analyst
Cheryl Richer.  Although AGA has developed a pipeline of products
that capitalize on a core expertise (nitinol wire braiding), the
development of these products largely is attributable to their
sole inventor, Dr. Kurt Amplatz.  These risks more than offset the
company's leadership position in which AGA's products have set the
gold standard for treatment, replacing surgery with an effective
and minimally invasive alternative.
     
AGA designs, develops, and manufactures closure devices to treat
congenital heart defects: They are percutaneously introduced into
the heart using the company's ancillary products, such as delivery
systems, sizing balloons, and guidewires.  AGA is focused on the
four most common congenital heart defects, which represent more
than 50% of all congenital heart deficiencies: atrial septal
defect, patent ductus arteriosus, ventricular septal defect, and
PFO.  Although there are a handful of competitors in this market,
they have made negligible inroads because of the well-documented
superior safety and efficacy of AGA's devices.  AGA commands a
dominant position in U.S. and international markets.  The company
has strengthened its product portfolio with the introduction of
the vascular plug, to close abnormal blood vessels, and recently
received approval for a next-generation product.  AGA expanded
this diversification strategy with the introduction of a vascular
graft in Europe in the first half of 2008.  

The company continues to develop next-generation iterations of its
key SHD products as well as extend the expertise in braided
nitinol to new therapeutic indications.  


AHAVA FOOD: Secured Lender to Sell Collateral at July 9 Auction
---------------------------------------------------------------
Signature Bank will sell its collateral under its security
agreements with Ahava Food Corp., St. Lawrence Food Corp., Lewis
County Dairy Corp. and Schwartz & Sons Quality Distributors,
subject to bigger and better offers.

The auction will be held on July 9, 2008, 10:00 a.m., at the
offices of:

     Herrick Feinstein LLP
     No. 2 Park Avenue
     New York, NY 10016

The Debtors' default in their obligations under the security
agreements has prompted the lender to sell the property deemed as
the collateral for the loan.

The collateral is subject to a pledge and security agreement dated
as of Aug. 22, 2005, executed and delivered by the Debtors to the
lender.

The collateral will be sold on an "as is, where is" basis.  There
is no warranty relating to the title, possession, quiet enjoyment
or the like in this sale.

The sale will be made in whole or parcels, lots or groups as the
lender in its sole and absolute discretion may determine.

Signature Bank can be reached at:

     Attn: Robert A Bloch
           Senior Vice President and Group Director
     No. 565 Fifth Avenue
     New York, NY 10017
     Tel (646) 822-1827

Ahava Food Corp. produces kosher milk and dairy products.  Ahava
is the sole kosher cholov Yisroel company outside Israel that owns
its own plants and farms.  Ahava Food was founded in 1984.


AMERICAN MEDIA: March 31 Balance Sheet Upside-Down by $399.1 MM
---------------------------------------------------------------
American Media Inc. disclosed Monday financial results of its
subsidiary American Media Operations Inc. for the fourth quarter
and full fiscal year ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$941.2 million in total assets and $1.3 billion in total
liabilities, resulting in a $399.1 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $164.1 million in total current
assets available to pay $186.3 million in total current
liabilities.

The company reported a net loss of $61.9 million on total
operating revenues of $490.8 million for the year ended March 31,
2008, compared with a net loss of $343.8 million on total
operating revenues of $470.9 million for the year ended March 31,
2007.

The company attributed the increase in revenue in fiscal 2008 to  
favorable results in advertising revenue.  The company's Shape,
Star and Men's Fitness magazines all delivered strong performances
in fiscal year 2008 versus fiscal year 2007.  Shape ad pages
increased by 10.5%, Star ad pages by 21.5% and Men's Fitness ad
pages by 13.2% in fiscal year 2008 versus fiscal year 2007.

For the 12 months ended March 31, 2008, operating income was
$67.1 million, as compared to a loss of $253.7 million in the
prior-year period.  During fiscal years 2008 and 2007, the company  
recorded non-cash provisions for the impairment of intangible
assets and goodwill of $31.1 million and $305.4 million,
respectively.

For the 12 months ended March 31, 2008, EBITDA was $123.2 million,
as compared to $85.0 million in the prior-year period,  
representing a 45% increase.  For the 12 months ended March 31,
2008, Bank EBITDA was $132.1 million, as compared to
$102.0 million in the prior-year period, representing a 30%
increase.  

                      Fourth Quarter Results

Revenue for the fourth quarter of fiscal year 2008 was
$123.2 million, compared to $124.5 million in the fourth quarter
of fiscal year 2007, representing a 1% decrease.

Operating loss for the fourth quarter of fiscal year 2008 was
$7.8 million, as compared to operating income of $21.7 million in
the fourth quarter of fiscal year 2007.  

Net loss was $30.1 million for the fourth quarter of fiscal year
2008, as compared to a net loss of $5.1 million in the fourth
quarter of fiscal year 2007.

EBITDA for the fourth quarter of fiscal year 2008 was
$28.6 million, essentially unchanged compared to the fourth
quarter of fiscal year 2007.   Bank EBITDA for the fourth quarter
of fiscal year 2008 was $30.7 million, as compared to
$30.0 million in the fourth quarter of fiscal year 2007.

As of March 31, 2008, the company had cash and cash equivalents of
$64.2 million, $60.0 million outstanding on the revolving credit
facility under the 2006 Credit Agreement (which represents the
full amount available to be borrowed under the revolving credit
facility), and a working capital deficit of $22.2 million.  

                  Comments by Senior Management

AMOI chairman and chief executive officer David Pecker said, "In
fiscal year 2008, AMOI saw strong revenue growth driven by our
major titles Shape, Star and Men's Fitness, each of which
experienced a record advertising year.  We expect that these
leading titles in two of the strongest publishing categories today
- health & fitness and celebrity - will continue to generate solid
performance for the company in fiscal 2009."

AMOI executive vice president and chief financial officer Dean
Durbin said, "Over the course of fiscal year 2008, the company
generated $19.0 million of cost savings and $16.0 million of
revenue enhancements, nearly reaching the goals outlined in our
management action plan in February 2007.  This contributed to a 6%
decrease in expenses in fiscal year 2008, when the non-cash
provision for impairment is excluded."

"Going forward, we will continue to operate the business in a
disciplined fashion," continued Mr. Durbin.  "During the first
quarter of fiscal year 2009, we implemented additional initiatives
related to cost savings and revenue enhancements that are expected
to result in increases in EBITDA of approximately $19 million and
$4 million, respectively, during fiscal year 2009."

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?2f04

                    About American Media Inc.

Headquartered in Boca Raton, Florida, American Media Inc.
-- http://www.americanmediainc.com/-- is a publisher of celebrity  
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and National Enquirer.  In addition to print properties, AMI owns
Distribution Services Inc., an in-store magazine merchandising
company.


AMPEX CORPORATION: Wants Bankruptcy Control Until October 26
------------------------------------------------------------
Ampex Corporation and its debtor-affiliates ask the Hon. Arthur J.
Gonzalez of the United States Bankruptcy Court for the Southern
District of New York to extend their exclusive periods to:

   a) file a Chapter 11 plan until Oct. 26, 2008, and

   b) solicit acceptances of that plan until Dec. 25, 2008.

The requested extension of time will permit the Debtors to obtain
confirmation of their proposed Chapter 11 plan of reorganization,
without any disruption of their restructuring operation of their
businesses.  

As reported in the Troubled Company Reporter on June 12, 2008, the
Court approved pursuant to Section 1125 of the Bankruptcy Code the
adequacy of the Debtors' disclosure statement dated June 8, 2008,
explaining an amended Chapter 11 plan.  The Court set a hearing on
July 31, 2008, at 10:00 a.m., to consider confirmation of the
Debtors' amended plan.

The Debtors' exclusive period to file a Chapter 11 plan currently
expires on July 28, 2008.

A hearing is set for July 23, 2008, at 10:00 a.m., to consider the
Debtors' extension request.  Objections, if any, are due July 21,
2008, at 4:00 p.m.

                         About Ampex

Headquartered in Redwood City, California, Ampex Corp. --  
http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual         
information technology.  The company has two business segments:
Recorders segment and Licensing segment.  The Recorders segment
primarily includes the sale and service of data acquisition and
instrumentation recorders (which record data and images rather
than computer information), and to a lesser extent mass data
storage products.  The Licensing segment involves the licensing
of intellectual property to manufacturers of consumer digital
video products through their corporate licensing division.

On March 30, 2008, Ampex Corp. and six affiliates filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York (Case
Nos. 08-11094 through 08-11100).  Matthew Allen Feldman, Esq.,
and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
represent the Debtors in their restructuring efforts.  The
Debtors have also retained Conway Mackenzie & Dunleavy as their  
financial advisors.  In its schedules of assets and liabilities
filed with the Court, Ampex Corp. disclosed total assets of
$9,770,089 and total debts of $82,488,054.

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.


AMSCAN HOLDINGS: Selling 4 Retail Stores to Zurchers Merchandise
----------------------------------------------------------------
Amscan Holdings Inc. disclosed the sale of two Party City and two
Party America stores in the Salt Lake City, Utah market to
Zurchers Merchandise Company.  

Zurchers operates seven retail party stores under the names of
Zurchers in the markets of Salt Lake City, well as Boise and Twin
Falls, Idaho.

The Party City and Party America stores being acquired by Zurchers
will be renamed under the Zurchers trade name and result in their
independent ownership of eleven retail party stores in the states
of Utah and Idaho.

In a related, but separate transaction AHI also entered into a
seven-year supply agreement with Zurcher's Merchandise Company.  
In exchange, the Supply Agreement obligates Zurchers to purchase
increased levels of merchandise from Amscan through the length of
its term.

"This Supply Agreement with Zurchers, which extends to 2015,
affords us the opportunity to strengthen our support with a long
standing, independently-owned trade customer," James Harrison,
President of AHI, commented.

                About Zurchers Merchandise Company

Headquartered in Midvale, Utah, Zurchers Merchandise Company --
http://www.zurchers.com/-- offers wedding invitations, wedding  
supplies and services, party supplies, party rentals, invitations
and announcements, balloons.

                      About Amscan Holdings

Headquartered in Elmsford, New York, Amscan Holdings Inc. --
http://www.amscan.com/-- designs, manufactures, contracts for    
manufacture and distributes party goods, including paper and
plastic tableware, metallic balloons, accessories, novelties,
gifts and stationery.  

The company also operates specialty retail party supply stores in
the United States, and franchises both individual stores and
franchise areas throughout the United States and Puerto Rico,
under the names Party City, Party America, The Paper Factory and
Halloween USA.  With the acquisition of Factory Card & Party
Outlet Corporation on Nov. 16, 2007, the company also operates
specialty retail party and social expressions supply stores under
the name Factory Card & Party Outlet.

                          *     *     *

Moody's Investors Service placed Amscan Holdings Inc.'s senior
subordinate ratings at 'Caa1' in December 2007.  The rating still
holds to date.


ANALYTICAL SURVEYS: March 31 Balance Sheet Upside-Down by $20,006
-----------------------------------------------------------------
Analytical Surveys Inc.'s consolidated balance sheet at March 31,
2008, showed $1,135,100 in total assets and $1,155,116 in total
liabilities, resulting in a $20,006 total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $941,291 in total current assets
available to pay $1,155,116 in total current liabilities.

The company reported a net loss of approximately $455,000 and
$524,000 in the three months ended and the period from inception
through March 31, 2008.  The company has not begun to generate
revenue.

In March 2008, the company completed the acquisition of Axion
International Inc., through a merger of the company's subsidiary
into Axion.  Axion International Inc. is a Delaware corporation
which incorporated on Aug. 6, 2006, with operations commencing in
November 2007.  

The merger has been accounted for as a reverse merger in the form
of a recapitalization with Axion as the successor.  The
recapitalization has been given retroactive effect in the
accompanying financial statements.  The accompanying consolidated
financial statements represent those of Axion for all periods
prior to the consummation of the merger.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2f05

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Houston-based Malone & Bailey PC expressed substantial doubt about
Analytical Surveys Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.

The auditing firm reported that the company has suffered
significant operating losses in 2007 and prior years and does not
currently have external financing in place to fund working capital
requirements.

The company has changed its business plan and recapitalized the
company, but it still has to generate revenues.  As of March 31,
2008, the amount of the company's accumulated deficit is
approximately $524,000.  

                     About Analytical Surveys

Based in Basking Ridge, N.J., Analytical Surveys Inc. (OTC BB:
ANLT) -- http://www.anlt.com/-- was formed in 1981 to provide  
data conversion and digital mapping services to users of
customized geographic information systems.  In March 2008, the
company completed the acquisition of Axion International Inc.,
through a merger of the company's subsidiary into Axion.

Axion International Inc. -- http://www.axionintl.com/-- is the  
exclusive licensee of revolutionary patented technologies
developed for the production of structural plastic products such
as railroad crossties, bridge infrastructure, marine pilings and
bulk heading.


ANGIOTECH PHARMA: Moody's to Review B3 & B2 Ratings for Likely Cut
------------------------------------------------------------------
Moody's Investors Service placed the B3 Corporate Family Rating
and B2 Probability of Default Rating of Angiotech Pharmaceuticals,
Inc. under review for possible downgrade.  At the same time,
Moody's changed the company's Speculative Grade Liquidity
assessment to SGL-4 from SGL-3, reflecting Angiotech's weak
liquidity profile.

The rating review is driven primarily by concerns regarding
Angiotech's ongoing negative cash flow generation, which has
resulted in lower cash balances and impaired liquidity.  Although
the company is taking steps to lower its R&D expenses, a reduction
in TAXUS royalty revenues is expected to occur later this year.

Moody's review will consider: (1) progress in reducing R&D and
SG&A spend; (2) the extent to which these remedies can offset
expected declines in TAXUS royalty revenues once the Xience stent
is approved in the US; and (3) actions the company may take to
improve its capital structure.

If the company's capital structure changes, Moody's would reassess
the Corporate Family as well as the Probability of Default
Ratings.  As part of the review, LGD assessments and point
estimates are also subject to change.

Ratings placed under review for possible downgrade:

Angiotech Pharmaceuticals, Inc.

  -- Corporate Family Rating at B3
  -- $325 Million Senior Unsecured Notes at B2, LGD3, 46%
  -- $250 Million Senior Subordinated Notes at Caa1, LGD6, 91%
  -- Probability of Default Rating at B2

Rating changed:

  -- Speculative Grade Liquidity Rating to SGL-4 from SGL-3.

Angiotech Pharmaceuticals, Inc., founded in 1992, based in
Vancouver, Canada, is a specialty pharmaceutical company that
focuses on drug-device combinations and drug-loaded surgical
biomaterial implants.


ARTHUR'S GARAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Arthur's Garage, Inc.
        2536 Dickerson Parkway
        Carrollton, TX 75006
        dba
        Arthur's Mercedes-Benz Service

Bankruptcy Case No.: 08-33246

Type of Business: The Debtor repairs automobiles.

Chapter 11 Petition Date: July 1, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Michael Wiss, Esq.
                  11882 Greenville Ave.
                  Suite 111, Box 11
                  Dallas, TX 75243
                  972-889-9050
                  Fax: 972-889-1175
                  E-mail: mjwiss@xspediusmail.net

Estimated Assets: $50,001 to $1,000,000

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

A copy of the Debtor's petition with a list of its largest
unsecured creditors is available for free at
http://bankrupt.com/misc/tnd-08-33246.pdf


ARVINMERITOR INC: S&P's 'B+' Rating Unaffected by Falling Sales
---------------------------------------------------------------
Standard & Poor's Ratings Services said that ArvinMeritor Inc.'s
affirmation of full-year 2008 earnings guidance--despite falling
sales in North America and volume declines in Europe--has no
current effect on the company's rating (B+/Negative/--).  The
company expects earnings per share to fall at the high end of the
previous guidance, in part because of strong sales growth in South
America and Asia-Pacific and solid demand for military and off-
highway products.  

S&P's rating and outlook reflect the challenging operating
environment for auto suppliers in 2008.  Although credit measures
will be weak during most of fiscal 2008, it expect an eventual
rebound in heavy truck demand in North America could lead to
sustainable improvements in cash profitability and cash generation
in the following year.  In the meantime, S&P view the company's
liquidity as acceptable.


AVENSYS CORP: Posts $273,779 Net Loss in Third Qtr. Ended March 31
------------------------------------------------------------------
Avensys Corp. reported a net loss of $273,779 on revenues of
$5,780,795 for the third quarter ended March 31, 2008, compared
with net income of $32,067 on revenues of $4,428,989 in the same
period ended March 31, 2007.

The gross margin of $2,005,940 for the quarter was 34.7% of the
compaany's consolidated revenues compared to $1,595,707 and 36.0%,
respectively, for the same period the previous year.  The
reduction in the gross margin over the previous year occurred
because of substantial increases in sales of lower margin products
at the Avensys Tech division.  

The company's operating loss of $535,911 for the quarter compares
to $263,302 for the previous year.  This can be attributed to the
continued increase in R&D expenses.  R&D expenses have increased
by 59.4% for the three months ended March 31, 2008, as compared to
the previous year.

Other expenses for the three month period ended March 31, 2008,
increased by $251,063 to $358,846 compared with the same period in
the previous year.  There was a significant reduction in debenture
and preferred shares accretion for the three month period of
$353,663, which was partially offset by a large decrease of
$772,771 in income from the change in fair value of derivative
financial instruments.

                    Termination of Technology
                  License Agreement with iMetrik

On Feb. 6, 2008, the Technology License Agreement between the
company's subsidiary C-Chip Technologies (North America) and its
business partner iMetrik Inc. was terminated.  Subsequent to
Dec.  31, 2007, no further royalties are payable to C-Chip and the
outstanding balance of the C-Chip loan from iMetrik was forgiven
as of the same date.  

As a result, the company has recognized a gain of $351,059  
(included in discontinued operations) during the third quarter, on
the forgiveness of the loan.  This amount represented the
outstanding balance of the loan at Dec. 31, 2007.

In terminating the Technology License Agreement, the company
ceased to operate C-Chip, and ceased to derive any cash flows from
the prior C-Chip activities which, starting in the third quarter
of fiscal 2008, were classified as discontinued operations.

                 Liquidity and Capital Resources

Historically, operations of the company have been financed
primarily from cash on hand, from the sale of common shares or the
sale of convertible debentures.

As of March 31, 2008, the company had working capital surplus of
$1,333,996 compared to a working capital surplus of $1,610,635 at
Dec. 31, 2007, and $596,801 at June 30, 2007, a decrease of
$276,639 from Dec. 31, 2007, and an increase of $737,195 from
June 30, 2007.

Net cash used in operating activities of continuing operations
during the three month period totaled $614,591, as compared with
net cash used of $1,008,508 for the same period last year.  This
improvement is primarily attributable to the growth in sales.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$20,747,874 in total assets, $12,839,832 in total liabilities,
$8,038 in non-controlling interest, and $7,900,004 in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2f06

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Montreal, Canada-based Raymond Chabot Grant Thornton LLP expressed
substantial doubt about Manaris Corp. nka. Avensys Corp.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditor pointed to the company's significant losses
since inception and reliance on non-operational sources of
financing to fund operations.

                       About Avensys Corp.

Headquartered in Montreal, Canada, Avensys Corp. fka. Manaris
Corp. (OTC BB: AVNY) -- http://www.avensyscorporation.com/--
operates Avensys Inc., its wholly-owned core subsidiary.  Avensys
Inc., through its manufacturing division Avensys Technologies,
designs, manufactures, distributes, and markets high reliability
optical components and modules as well as FBGs for the telecom
market and high power devices and sub-assemblies for the
industrial market.

Avensys Technologies also develops packaged fiber-based sensors.
Avensys Environmental Solutions, also a division of Avensys Inc.,
provides environmental monitoring solutions for air, water and
soil in the Canadian marketplace.


AVIS BUDGET: S&P Chips Corporate Credit Rating to BB from BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Avis
Budget Group Inc., including lowering the corporate credit rating
to 'BB' from 'BB+'.  All ratings remain on CreditWatch with
negative implications, where they were originally placed on
Jan. 25, 2008.

"The rating actions are based on the company's reduced earnings
guidance," said Standard & Poor's credit analyst Betsy Snyder.   
"Ratings remain on CreditWatch because weaker demand caused by
reduced domestic airline capacity and passengers beginning in
September 2008 could result in sustained earnings pressure."  At
the same time, our concerns pertaining to refinancing risk have
been alleviated somewhat by a financing the company completed
earlier this year.
     
Parsippany, New Jersey-based Avis Budget, the parent of the Avis
and Budget car rental brands, is one of three large participants
in the U.S. on-airport car rental segment.  The company said that
its second-quarter earnings will be below those of the prior-year
period because of weaker-than-expected passenger enplanements,
lower commercial travel business, and lower pricing.  This follows
a first-quarter loss of $12 million, compared with a profit of
$12 million in the prior-year period.

In addition, U.S. airlines have announced domestic capacity
reductions of at least 10% beginning in September.  As a result,
the company now expects full-year 2008 pretax earnings of about
$140 million, which is below the $203 million (excluding a
$1.2 billion noncash pretax charge taken for goodwill impairment)
reported in 2007.  In addition, while the company has not yet
experienced a decline in proceeds from disposition of vehicles, it
could if the weak used-car market is sustained.  As a result,
consolidated debt to EBITDA, now in the mid-4x area, is likely to
increase.
     
S&P's earlier concerns regarding liquidity and access to
financings have been alleviated somewhat.  At March 31, 2008, the
company had $219 million of cash and $1 billion available under
its $1.5 billion revolving credit facility that matures in 2011
($454 million was utilized for letters of credit).  In February
2008, the company entered into a new $800 million vehicle-backed
facility that it used to fund its peak vehicle spending needs.  In
addition, the company has a $1.5 billion vehicle-backed bank
conduit facility.
     
Standard & Poor's will assess the company's expected financial
performance from a reduced level of domestic airline capacity and
enplanements, the weaker economy, and the outlook for proceeds
from vehicle sales to resolve the CreditWatch.


B&B RESTAURANT: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: B&B Restaurant Ventures, LLC
             dba Fox Sports Grill
             4195 E. Thousand Oaks Blvd., Ste. 101
             Westlake Village, CA 91362

Bankruptcy Case No.: 08-14525

Debtor-affiliate filing a separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
        B&B Restaurant Holdings, LLC               08-14527
        aka Fox Sports Grill

Type of Business: The Debtors develop and operate the FOX Sports
                  Grill chain, which offers a menu of appetizers,
                  sandwiches, burgers, and steaks in an atmosphere
                  showing sporting events through televisions.  
                  See http://www.foxsportsgrill.com/

Chapter 11 Petition Date: July 2, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtors' Counsel: Garrick A Hollander, Esq.
                  Email: jmartinez@winthropcouchot.com
                  Tel: (949) 720-4150
                  Marc J. Winthrop, Esq.
                  Tel: (949) 720-4100
                  Email: pj@winthropcouchot.com
                  Winthrop Couchot
                  660 Newport Center Dr., Ste. 400
                  Newport Beach, CA 92660
                  Fax: (949) 720-4111
                  http://winthropcouchot.com/

B&B Restaurant Ventures, LLC's Financial Condition:

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

A copy of B&B Restaurant Ventures, LLC's petition is available for
free at http://bankrupt.com/misc/cacb08-14525.pdf

A copy of B&B Restaurant Holdings, LLC's petition is available for  
free at http://bankrupt.com/misc/cacb08-14527.pdf


BALLYROCK ABS: Moody's Cuts Rating of $56.2MM Notes to Caa3
-----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings of these notes issued by
Ballyrock ABS CDO 2007-1, Limited:

Class Description: $17,000,000 Class S Senior Secured Notes Due
2014

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $150,000,000 Class A-1a Variable Funding Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $150,000,000 Class A-1b Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $56,250,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

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

Moody's explained that the rating actions reflect the
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities, as well as the negative action taken by
Moody's on the Insurance Financial Strength rating of Ambac
Assurance Corporation, which acts as GIC provider in the
transaction.  On June 19, 2008 Moody's downgraded its rating of
Ambac Assurance Corporation to Aa3.

Ballyrock ABS CDO 2007-1, Limited is a managed synthetic
transaction referencing a pool of structured finance securities.  
It was originated in July, 2007.


BAYOU GROUP: Fugitive Executive Surrenders to Authorities
---------------------------------------------------------
Samuel Israel III, convicted Bayou Group LLC executive, turned
himself in to authorities yesterday after almost a month of going
fugitive and hiding from federal investigators to avoid going to
prison, various reports relate.

Mr. Israel was to serve his 20-year prison sentence and scheduled
to report to a Massachusetts penitentiary on June 9.

He was sentenced last month by a New York federal judge and was
ordered to pay restitution of $300 million for duping investors of
more than $450 million through false misrepresentation of Bayou
Group's financial condition.

As reported in the Troubled Company Reporter on June 25, 2008, on
the surrender date, authorities found his sports utility vehicle
abandoned on a bridge over the Hudson River in New York, with the
words "Suicide is Painless" on the hood of the vehicle.  Police
scoured the area, but no signs of his body were found, leading
police to suspect that the suicide attempt was a hoax and that Mr.
Israel was on the run.  Mr. Israel's girlfriend Debra Ryan was
also arrested by investigators for helping him escape.

According to Bloomberg News, the Bayou Group founder rode in his
Yamaha scooter and turned himself in to police at Southwick,
Massachusetts.  He was denied permission by the U.S. District
Judge Michael Ponsor to be sent directly to Fort Devens, where
medical treatment was available for him.  He said he needed daily
medical attention, says Bloomberg.

Federal prosecutors were not exactly sure why he surrendered.  
Bloomberg relates that Mr. Israel had been staying in nearby
campgrounds and apparently decided to surrender while talking with
his mother on the phone, Southwick police testified.

Mr. Israel's prison term could be extended after being charged
with bail-jumping, Bloomberg notes.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-
22306) in order to pursue recoveries for the benefit of defrauded
investors.

Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represent the Official Committee of Unsecured Creditors.  
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents certain investors.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of more than $100 million.

Bayou also filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.

As reported in the Troubled Company Reporter on April 16, 2008,
Bayou Group and its debtor-affiliates delivered 47 adversary
complaints to the Honorable Adlai S. Hardin Jr. of the U.S.
Bankruptcy Court for the Southern District of New York, seeking to
recover certain fraudulent transfers made by investors against the
Debtors.  The Bayou entities include Bayou Management LLC, Bayou
Advisors LLC, Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund,
Bayou No Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou
Accredited Fund LLC.

The Debtors related that these adversary proceedings arose from
a massive fraudulent investment scheme committed by the Bayou
entities, which controlled private pooled investment hedge funds.


BEAR STEARNS: Value of Collateral for Fed Bailout Loan Drops
------------------------------------------------------------
The Wall Street Journal's Sudeep Reddy reports that the value of
the Bear Stearns Cos. assets the Federal Reserve Bank of New York
agreed to accept to facilitate the investment bank's sale to J.P.
Morgan Chase in March 2008 has dropped by $1,000,000,000 from the
estimated value at the time of the deal.

The assets declined to $28,900,000,000 from $30,000,000,000 in
mid-March, Mr. Reddy reports, but the decline is not yet enough to
put U.S. taxpayers on the hook for any losses.  As part of the
deal, JPMorgan committed $1,150,000,000, which would cover the
first losses from any decline in the assets' value, the Journal
says.

The Journal relates that the Fed late in June contributed
$28,800,000,000 to a newly created firm, Maiden Lane LLC, to
finance the deal.

According to the Journal, Fed Chairman Ben Bernanke has said that
the Fed's adviser, BlackRock Inc., is "reasonably confident that
we will be able to recover the full amount if we dispose of these
assets on a measured basis, rather than to sell them all at once."  
Mr. Bernanke even added that the Fed may even turn a profit, the
Journal continues.

The Fed plans to release an updated value of the portfolio
quarterly, the Journal notes.

The Journal notes that direct borrowing by investment banks under
the Fed's primary dealer credit facility dropped to an average of
$1,740,000,000 a day in the week ending July 2, down from
$6,100,000,000 in the prior week.  Total borrowing outstanding as
of July 2 had dropped to zero, the Journal adds.  The Journal also
relates that borrowing by commercial banks averaged
$14,860,000,000 a day during the week under the Fed's primary
credit program, up slightly from $14,700,000,000 a day in the
prior week.

Bear stockholders approved the investment bank's merger with
JPMorgan at a special meeting held May 29, 2008, the Troubled
Company Reporter has said.

The Journal valued the transaction to about $1,400,000,000.  
Bear's market capitalization was $25,000,000,000 in early 2007
before its demise.

The TCR said JPMorgan and Bear scheduled the merger to close at
the end of the day on May 30, 2008.  Upon completion of the
merger, each outstanding share of common stock of Bear was
converted into the right to receive 0.21753 shares of JPMorgan
common stock, and Bear would become a direct subsidiary of
JPMorgan.

As disclosed in the Troubled Company Reporter on March 25, 2008,
JPMorgan and Bear amended the terms of the merger agreement,
increasing the bid from $2 per share to $10 per share.  A week
before the amended pact, JPMorgan agreed to buy Bear for $2 per
share totaling $236,000,000 based on the number of shares
outstanding as of Feb. 16, 2008.

At March 14's close, Bear Stearns' stock-market value was about
$3,500,000,000, and the company finished at $30 a share in 4 p.m.
New York Stock Exchange composite trading March 14, 2008.

Between April 11 and April 14, JPMorgan acquired 3,298,600 shares  
of Bear Stearns common stock in the open market for an aggregate  
purchase price of $33,154,017.  As of April 14, 2008, JPMorgan  
Chase beneficially owned 119,855,914 shares of common stock, or  
approximately 49.78% of the outstanding shares of common stock of  
Bear Stearns.

                          About JPMorgan

JPMorgan Chase & Co. (NYSE: JPM) -- http://www.jpmorganchase.com/   
-- is a global financial services firm with assets of $1.6  
trillion and operations in more than 60 countries.  The firm  
focuses in investment banking, financial services for consumers,  
small business and commercial banking, financial transaction  
processing, asset management, and private equity.  A component of  
the Dow Jones Industrial Average, JPMorgan Chase serves millions  
of consumers in the United States and many of the world's most  
prominent corporate, institutional and government clients under  
its JPMorgan and Chase brands.

                        About Bear Stearns

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

                           *     *     *

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

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


BEARD COMPANY: March 31 Balance Sheet Upside-Down by $6.3 MM
------------------------------------------------------------
The Beard Company's consolidated balance sheet at March 31, 2008,
showed $2,664,000 in total assets and $9,001,000 in total
liabilities, resulting in a $6,337,000 total shareholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,694,000 in total current assets
available to pay $3,044,000 in total current liabilities.

The company reported net earnings of $2,768,000 on revenues of
$378,000 for the first quarter ended March 31, 2008, compared with
a net loss of $573,000 on revenues of $318,000 in the same period
last year.

The primary reason for the improvement in results is the sale,
effective Feb. 1, 2008, of 35% of the company's interest in the
McElmo Dome CO2 field resulting in a gain of $3,344,000.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2f07

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2008,
Cole & Reed, P.C., in Oklahoma City, expressed substantial doubt
about The Beard 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.  Cole & Reed pointed to
the company's recurring losses and negative cash flows from
operations.

                     About The Beard Company

Based in Oklahoma City, The Beard Company (OTC BB: BRCO)
http://www.beardco.com/-- through its subsidiaries, is  
principally engaged in coal reclamiation in the United States.  
It operates in four segments: Coal Reclamation, Carbon Dioxide,
e-Commerce, and Oil and Gas.


BELDEN & BLAKE: Posts $11.6 Million in 2008 First Quarter
---------------------------------------------------------
Belden & Blake Corp. reported a net loss of $11.6 million for the
first quarter ended March 31, 2008, compared with a net loss of
$23.3 million in the same period last year.

Net operating revenues increased from $29.5 million in the first
quarter of 2007 to $34.3 million in the first quarter of 2008.  
The increase was primarily due to higher oil and gas sales
revenues of $4.6 million.

For the three months ended March 31, 2008, total cost and expenses
were $47.8 million, as compared to $62.2 million during the same
period last year.  Derivative fair value loss was $42.2 million in
the first quarter of 2007 compared to a loss of $26.8 million in
the first quarter of 2008, which is net of a $31.7 million gain
associated with the adoption of SFAS 157 in 2008.  The derivative
fair value loss reflects the changes in fair value of certain
derivative instruments that are not designated or do not qualify
as cash flow hedges.

Interest expense decreased $51,000 from $5.9 million in the first
quarter of 2007 to $5.8 million in the first quarter of 2008.  
This decrease was due to lower blended interest rates partially
offset by an increase in outstanding debt.

Income tax benefit decreased from a benefit of $15.2 million in
the first quarter of 2007 to a benefit of $7.6 million in the
first quarter of 2008.  The decrease was primarily due to a
decrease in the loss before income taxes.

                 Liquidity and Capital Resources

During the first quarter of 2008, the company's working capital
decreased $8.3 million from a deficit of $14.2 million at Dec. 31,
2007, to a deficit of $22.5 million at March 31, 2008.  The
decrease was primarily due to an increase in the current liability
related to the fair value of derivatives of $21.5 million.

The company currently expects to spend approximately $36.7 million
during 2008 on drilling activities and other capital expenditures.
The company intends to finance these planned capital expenditures
through cash on hand, available operating cash flow and borrowings
under its revolving credit facility.

At March 31, 2008, the company had cash of $12.8 million and
approximately $12.6 million available under its revolving
facility.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$780.8 million in total assets, $687.8 million in total
liabilities, and $93.0 million in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $62.9 million in total current
assets available to pay $85.4 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2f08

                       About Belden & Blake

Headquartered in Houston, Texas, Belden & Blake Corporation
-- http://www.beldenblake.com/-- is an independent energy company  
engaged in producing oil and natural gas; exploring for and
developing oil and gas reserves; acquiring and enhancing the
economic performance of producing oil and gas properties; and
marketing and gathering natural gas for delivery to intrastate and
interstate gas transmission pipelines.  Operations are conducted
entirely in the United States.

                           *     *     *

To date,Belden & Blake Corp. still carries Moody's Caa2 senior
secured debt and Caa1 corporate family ratings assigned on
April 5, 2005.  Outlook is stable.


BROTMAN MEDICAL: Has Until July 21 to File Chapter 11 Plan
----------------------------------------------------------
The Hon. Sheri Bluebond of the United States Bankruptcy Court for
the Central District of California further extended the exclusive
periods of Brotman Medical Center Inc. to:

   a) file a Chapter 11 plan until July 21, 2008, and

   b) solicit acceptances of that plan until Sept. 19, 2008.

The Debtor told the Court that it was not in a position to
file a proposed Chapter 11 plan before the initial exclusivity
period expired pursuant to Section 1121 of the Bankruptcy Code.

The Debtor said it needs more time to consider and explore
available alternatives that would lead to a consensual resolution
of its case.

The Debtor has entered into a letter of intent with a potential
purchaser to acquire certain of the Debtor's assets.  Moreover,
the Debtor reached agreement with a lender to provide financing
the Debtor's existing debtor-in-possession financing.  The Debtor
is poised to move forward with these transactions.

                      About Brotman Medical

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of      
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed for
Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case
No. 07-19705).  Courtney E. Pozmantier, Esq., and Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P., serve as
the Debtor's counsel.  The Debtor selected Kurztman Carson
Consultants LLC as its claims agent.  The U.S. Trustee for Region
16 appointed nine creditors to serve on a Official Committee of
Unsecured Creditors in this case.  Buchalter Nemer represents the
Creditors Committee.  When the Debtor filed for protection against
its creditors, it listed assets and debts between $1 million and
$100 million.


CABLEVISION SYSTEMS: Fitch Holds 'B+' Rating on Series of Buyout
----------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating assigned
to Cablevision Systems Corporation and its wholly owned subsidiary
CSC Holdings, Inc. and has revised its Rating Outlook to Stable
from Negative.  In addition, Fitch has affirmed specific issue
ratings and recovery ratings assigned to CVC and CSC as outlined
below.  Approximately $11.6 billion of debt as of March 31, 2008
is affected by Fitch's action.

Fitch's rating action was precipitated by a series of
acquisitions, investments and financing transactions announced by
CVC including the acquisition of Sundance Channel LLC, acquiring a
97% interest in Newsday LLC, and incremental capital investments
related to the construction of a wireless data network and the
renovation of Madison Square Garden.

With the acquisition of Newsday, CVC capitalizes on the relatively
unique opportunity to purchase a newspaper whose circulation is
within its cable service territory.  The Newsday acquisition
positions CVC to grow its advertising business by adding a print
advertising platform to its business model, which provides
opportunities to create revenue synergies by cross selling print,
television, and online advertising to its local advertiser base.
Moreover integrating more local content can further distinguish
Cablevision's service offering from its competition.

However Fitch continues to be concerned with secular issues within
the Newspaper sector namely declining circulation trends and
negative pricing environment of newspaper advertising brought on
by the continuing migration of readers and advertisers to online
sources.  Fitch believes that stabilizing the operating trends at
Newsday and realizing meaningful synergies with CVC's existing
business may prove difficult and the incremental free cash flow
generation prospect is limited.

The capital requirement associated with the WI - FI mesh network
and the renovation of Madison Square Garden is expected to be
approximately $850 million and will certainly pressure near term
free cash flow generation.  From Fitch's perspective the WI - FI
service is a defensive strategy aimed at retaining customers in
light of increasing competitive pressures principally from Verizon
Communications, Inc.  The WI - FI network will be capable of
producing speeds of up to 1.5 Mbps, which is comparable to current
wireless data network speeds, however the service will have
limited applications primarily due to the lack of mobility.

Fitch believes event risk surrounding CVC's acquisition and
investment strategy, as well as its financial policies related to
the allocation of capital to CVC shareholders is expected to
remain a key rating consideration as CVC's management is on record
stating that the company will continue to explore ways to increase
and retain shareholder value through acquisitions and or
shareholder friendly activities.  However, the Stable Rating
Outlook reflects the overall strengthening of CVC's credit profile
as consolidated leverage has improved from approximately 7.4 times
to approximately 5.5x as of the LTM period ended Mar. 31, 2008.

In Fitch's opinion CVC's credit profile has sufficient financial
flexibility relative to the current rating category to potentially
accommodate such strategies and management decisions in a credit
neutral manner.  Fitch points out that from an operational
perspective, CVC's cable segment ranks amongst the highest in the
industry and is expected to drive further improvement in CVC's
credit profile.

Overall, Fitch's ratings for CVC continue to reflect the company's
strong competitive position and the operating and cost
efficiencies derived from CVC's tightly clustered subscriber base,
as well as the company's growing revenue diversity owing to the
success of CVC's triple play service offering.  Fitch does expect,
however that revenue generating unit growth rates will decline, as
growth prospects within the company's traditional triple play
service offering diminish due to industry leading service
penetration rates.

Outside of the risks related to the company's financial and
investment strategies, ratings concerns center on CVC's ability to
maintain its relative competitive position given the changing
competitive and economic environment, growing retail revenues
beyond its core "Triple Play" service offering, and the company's
high leverage profile relative to its peer group.  Fitch expects
competitive pressures to escalate as Verizon Communications, Inc.
application to provide video service to all five boroughs of the
city has received approval from New York City's Franchise and
Concession Review Committee.

In addition the refinancing risk attributable to CVC's credit
profile is elevated as approximately $2.3 billion of debt is
scheduled to mature before year end 2009.  CVC maintains bank
facilities at CSC Holdings for the restricted group and at Rainbow
National Services within the unrestricted group.  However Fitch
believes that available liquidity from the respective revolvers
coupled with free cash flow generation may not be sufficient to
meet scheduled debt repayment obligations.  Fitch notes that this
risk is mitigated somewhat by the company's historical strong
access to capital and bank markets.

Factors that would lead to an upgrade of CVC's IDR include further
strengthening of the company's credit profile and continued
demonstration that the company's operating profile will not
materially decline during the near term in the face of competition
and slowing economic conditions.  Moreover, key considerations
also include accommodating non core acquisitions, and investments
in a credit neutral manner, the absence of other leveraging
transactions, and meaningful progress on refinancing near term
scheduled maturities.

Fitch has affirmed the following ratings for CVC:

  -- IDR 'B+';
  -- Sr. Unsecured Debt 'CCC+/RR6'

Fitch has affirmed these ratings for CSC:

  -- IDR 'B+';
  -- CSC Sr. Secured Bank Facility - 'BB/RR1';
  -- Sr. Unsecured Debt 'BB-/RR3'.

The Rating Outlook is revised to Stable from Negative.


CENTRE SQUARE: S&P Trims Three CDO Ratings to CC from CCC
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from Centre Square CDO Ltd., a cash flow collateralized
debt obligation of CDO transaction that was collateralized at
origination primarily by notes from other CDOs, as well as by
tranches from residential mortgage-backed securities and other
structured finance transactions.  S&P also placed one of the
lowered ratings on CreditWatch negative.  The 'CC' ratings on the
class B, C, and D notes are unaffected by these actions.
      
The rating actions reflect continued deterioration in the credit
quality of the RMBS backing the rated notes.


                          Ratings Lowered
                       Centre Square CDO Ltd.

                                    Rating
                                    ------
                  Class      To                From
                  -----      --                ----
                  A-2A       CC                CCC
                  A-2B       CC                CCC
                  A-3        CC                CCC-

         Rating Lowered and Placed on Creditwatch Negative
                        Centre Square CDO Ltd.

                                   Rating
                                   ------
                 Class      To                From
                 -----      --                ----
                 A-1        CCC/Watch Neg     BBB-

                     Other Outstanding Ratings

                      Centre Square CDO Ltd.

                         Class      Rating
                         -----      ------
                          B          CC
                          C          CC

                          D          CC


CHARTER COMMS: Moody's Affirms Caa1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Charter Communications Inc.'s
Caa1 corporate family rating and its Caa2 probability of default
rating, and assigned a Caa2 rating to $364 million of 10.25%
senior unsecured notes due 2013 being issued by Charter's indirect
subsidiaries, CCH II, LLC and CCH II Capital Corp, in exchange for
$338 million of 10.25% senior unsecured CCH II notes due 2010.

Moody's also upgraded the CCO Holdings, LLC senior secured term
loan credit facility to B3 from Caa1, and affirmed all other
ratings.  The rating outlook remains stable.

Moody's has taken these rating actions:

Charter Communications, Inc.

  -- Corporate Family Rating -- Affirmed, Caa1
  -- Probability-of-default Rating -- Affirmed, Caa2
  -- Senior unsecured notes -- Affirmed, Ca (LGD5 -- 87%)

Charter Communications Holdings, LLC

  -- Senior unsecured notes -- Affirmed, Ca (LGD5 -- 85%, changed
     from LGD5 -- 84%)

CCH I Holdings, LLC

  -- Senior unsecured notes -- Affirmed, Caa3 (LGD5 -- 77%)

CCH I, LLC

  -- Senior secured notes -- Affirmed, Caa3 (LGD4 -- 60%, changed
     from LGD4 -- 59%)

CCH II, LLC

  -- New Senior notes due 2013 -- Assigned Caa2 (LGD3 -- 42%)
  -- Senior notes -- Affirmed, Caa2 (LGD3 -- 42%)

CCO Holdings, LLC

  -- Senior notes -- Affirmed, Caa1 (LGD3 -- 34%, changed from
     LGD3 -- 33%)

  -- Senior secured (1st lien - stock only) Term Loan -- Upgraded
     to B3 (LGD2 -- 29%), from Caa1 (LGD3 -- 33%)

Charter Communications Operating, LLC

  -- Senior secured (2nd lien - all assets) notes -- Affirmed, B3
     (LGD2 -- 23%)

  -- Senior secured (1st lien - all assets) Revolver & Term Loan
     -- Affirmed, B1 (LGD1 -- 6%)

  -- Rating Outlook -- Stable
  -- Speculative Grade Liquidity Rating -- Affirmed, SGL-3

Moody's perceives the just completed debt exchange offer to have
no meaningful impact on the company's credit profile, although
Charter Communication has modestly enhanced its medium-term
liquidity in the process by extending maturities for a small
portion of the $2.2 billion of debt coming due in 2010.

"A fundamental mismatch between Charter Communication's liability
structure and its business model continues to persist and drive
the company's credit risk profile," Russell Solomon, Moody's
senior vice president, noted.

Charter Communication's ratings continue to reflect a high
probability of default, as evidenced by the Caa2 probability of
default rating, albeit with an above-average recovery expectation
for the corporate family as a whole.  

Notwithstanding Charter Communication's balance sheet challenges,
the debt exchange and the new debt issuances completed in March
2008 continue to provide evidence of the company's access to the
debt capital markets, albeit on a more limited basis than
anticipated.

The company has been able to opportunistically enhance near-to-
intermediate term liquidity over the past few years by effecting
various debt exchanges, refinancings and asset sales, mitigating
the risk of what might otherwise have been a larger requisite
restructuring following an actual payment default in the absence
thereof.

In recent periods, such liquidity-enhancing transactions benefited
from noteworthy improvements in operating performance, albeit off
of a historically depressed base.

Moody's believes that the inevitable right-sizing of the company's
balance sheet liabilities may finally be precipitated by the large
scale refinancing need which still looms in 2010, particularly in
consideration of the increasingly limited options available for
the company to introduce structurally senior replacement
obligations as has been done in the past.

The upgrade of CCO Holdings' credit facility reflects Moody's
revised loss-given default estimates, primarily due to the
elimination of the previously assigned deficiency claim related to
the pledged stock of subsidiary Charter Communications Operating,
LLC.

Moody's believes that residual value from Charter Operating would
likely benefit creditors in the CCO Holdings' credit facility,
resulting in slightly higher recovery estimates than senior
unsecured creditors at the same entity, and correspondingly lower
expected loss of a sufficient magnitude to warrant a higher rating
at this time.

Headquartered in St. Louis, Missouri, Charter Communications is a
domestic multiple system cable operator serving approximately 5.2
million basic video subscribers and 5.6 million customers.


CHESAPEAKE CORP: EBITDA Decline Prompts S&P to Cut Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Chesapeake Corp. and placed these ratings on CreditWatch with
negative implications.  The corporate credit rating was lowered to
'B' from 'B+'.
     
"The downgrade and CreditWatch listing reflect EBITDA declines
during the past several quarters and our expectations that
challenging market conditions could further weaken the company's
ability to achieve targeted earnings during the next few quarters,
which could pressure the company's ability to comply with
financial covenants under its credit agreement," said Standard &
Poor's credit analyst Andy Sookram.

In addition, the company's plan to refinance its $250 million
revolving credit facility due February 2009 has been delayed
because of certain issues relating to the Fox River environmental
matter, which has created refinancing risk.
     
The company's credit agreement stipulates a leverage ratio of
6.25x for the quarter ended June 30, 2008, which steps down to
5.5x for the quarter ending Dec. 31, 2008.  In addition, S&P
expect the company to face limited cushion in its interest
coverage covenant, which steps up to 1.75x for the quarter ending
Sept. 30, 2008.    
     
In resolving the CreditWatch listing, S&P will consider the near-
term operating prospects for the company, including its
refinancing plans, the impact on its credit profile of potential
asset sales, and overall liquidity position.   


CHRYSLER LLC: Appoints Rae as EVP, Combines HR & Employee Depts.
----------------------------------------------------------------
Chrysler LLC disclosed the appointment of Nancy Rae, Executive
Vice President -– Human Resources and Communications, to lead the
integration of the company's Human Resources, Employee Relations
and Communications functions into one organizational structure.  
Ms. Rae was formerly Senior Vice President –- Human Resources and
Corporate Communications.

"In alignment with Chrysler LLC's long-term strategy, to create
organizational synergies and to provide a greater focus on our
strategic levers of Leadership Development, Operational
Excellence, Labor Cost Management and the Management of Human
Capital, we are pleased to appoint Nancy to lead this important
effort," Bob Nardelli, Chairman and CEO, Chrysler LLC, said.  
"With more than 30 years of Company experience, she is a true
leader in transformational change."

To facilitate the acceleration of the organizational realignment
of Human Resources and Employee Relations, John Franciosi
announced his intention to retire Sept. 30, 2008.

"John has made significant contributions to this company during
some of its most challenging times," Mr. Nardelli said.  "We
appreciate the leadership he has demonstrated during his 31 years
of dedicated service."

"During times of great change, we have appreciated our working
relationship with John and his contributions to Chrysler," General
Holiefield, Vice President, United Auto Workers, responsible for
Chrysler LLC, said.  "We look forward to a productive relationship
with the company in the future."

With Mr. Franciosi's departure, Al Iacobelli - Vice President of
Employee Relations, is realigned to report to Ms. Rae.  The
position of Senior Vice President - Employee Relations will be
eliminated.  Reporting to Mr. lacobelli are:

    * James Fenton who is appointed Director – Labor Economics &  
      Benefit Finance;

    * Fred Martino-DiCicco, Director – Employee Relations
      Operations;

    * Glenn Shagena, Director – Manufacturing HR/ER;

    * Angel Munoz, Director – Chrysler de Mexico HR/ER;

    * Michael Brown, Director – UAW / Chrysler National Training
      Center; and

    * Michael Jessamy, Director – Health and Safety.

In addition, Lori McTavish is appointed Executive Director –
Communications, and continues to report to Ms. Rae.  Ms. McTavish
was formerly Director - Corporate and Internal Communications.  In
this position, Ms. McTavish will be responsible for developing and
executing Chrysler LLC's communications strategy and initiatives
for all internal and external audiences for all aspects of the
Company’s corporate, product and brand, design, advanced
technologies, and sales and marketing messages.  Reporting to Ms.  
McTavish are:

    * Richard Deneau, Director – Product and Brand Communications;

    * William Dawson, Senior Manager – Executive Communications;

    * Shawn Morgan, Senior Manager – Corporate Business Affairs
      Communications; and

    * Stuart Schorr, Senior Manager – Sales, Dealer and Mopar
      Communications.

                       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.


CIMARRON CDO: Moody's Junks Rating of Class C Notes Due 2040
------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Cimarron CDO, Ltd.:

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes due 2040

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: Class A-3 Third Priority Senior Secured
Floating Rate Notes due 2040

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: Class B Senior Secured Deferrable Fixed Rate
Notes due 2040

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: Class C Junior Secured Deferrable Fixed Rate
Notes due 2040

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

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


CLAYTON HOLDINGS: S&P Withdraws Ratings After Greenfield Merger
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and senior secured ratings on Shelton, Connecticut-based
Clayton Holdings Inc. after the company completed its merger with
an affiliate of a fund managed by Greenfield Partners LLC.  All
amounts outstanding under its existing credit agreement were
repaid.


CLEAR CHANNEL: Rush Limbaugh Renews Radio Contract, Gets $400 Mil.
------------------------------------------------------------------
Radio talk show host Rush Limbaugh renewed his contract with Clear
Channel Communications Inc.'s Premiere Radio Networks and Clear
Channel Radio, continuing the syndication of The Rush Limbaugh
Show many years into the future.

The Wall Street Journal's Sarah McBride reports that Mr.
Limbaugh's $400 million 8-year contract is a far cry from his 2001
contract, which paid him $285 million.

According to a press release, the deal also includes continued
syndication of The Rush Limbaugh Morning Update, a 90-second
commentary that airs Monday through Friday.  Furthermore, Premiere
Radio, in partnership with Mr. Limbaugh, will continue to oversee
The Limbaugh Letter, a monthly newsletter with a subscriber base
in the hundreds of thousands, and RushLimbaugh.com, one of the
most popular broadcast media websites that incorporates
Rush247.com, a subscription service.

"This is exactly where I want to be, doing what I was born to do,
with an amazing audience and phenomenal support from affiliate
stations and sponsors," Mr. Limbaugh stated.  "I'm having more fun
than a human being should be allowed to have.  There's a
relationship between the audience and the host here that is second
to none.  We're going to continue to provide Broadcast Excellence
and have a lot of fun along the way."

WSJ relates that radio networks are scrambling to keep
indispensable radio personalities amid the battle for a greater
margin in a fragmented entertainment market.  National radio star
Ryan Seacrest recently signed a pact with Premiere giving him
control over advertising on one of his shows.

The press release recounts that advertiser and affiliate demand is
at an all-time high for Mr. Limbaugh.  "The Rush Limbaugh Show
enjoys an unprecedented platform of radio affiliates," President
of Premiere Radio Networks Charlie Rahilly stated.  "Plus,
advertisers harness the intensity of listener engagement -- no
one's 'word of mouth' about a product or service delivers more
impact than Mr. Limbaugh's.  The Premiere team is proud to partner
with Mr. Limbaugh deep into the next decade."

"Broadcasters of Rush's quality come along once in a lifetime,"
Clear Channel Radio President and CEO John Hogan commented.  
"We're privileged to continue our relationship which is
unprecedented in the history of our industry."

In addition, The Rush Limbaugh Show will reach a radio milestone
this August -- the 20th anniversary of America's most-listened-to
radio program.

The Rush Limbaugh Show is the highest rated national radio talk
show in America.  Known as the media pundit who reshaped the
political landscape with his entertaining and informative brand of
conservatism, Mr. Limbaugh is also widely credited with
resuscitating AM radio by many industry experts.  He has been
recognized for his achievements with Marconi Awards for
"Syndicated Radio Personality of the Year" in 1992, 1995, 2000 and
2005 from the National Association of Broadcasters.  In 1993, he
was inducted into the Radio Hall of Fame and in 1998, into the
National Association of Broadcasters Hall of Fame.

WSJ, citing Arbitron Inc., observes that radio has roughly 93%
listeners of the population each week, who tune in an average of
about 18.5 hours, a decline from just over 22 hours per week 10
years ago.  Radio advertising, including on radio Internet sites,
reached $21.3 billion in 2007, a decrease from $21.7 billion in
2006.

                 About Clear Channel Communications

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

                          *     *     *

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

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

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

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


CORPORATE BACKED: S&P Puts 'B' Rating Under Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' ratings on class
A-1 and A-2 certificates from Corporate Backed Trust Certificates
Series 2001-8 on CreditWatch with negative implications.
     
The rating actions follow the June 20, 2008, placement of the
long-term corporate credit and other ratings on General Motors
Corp. (GM; B/Watch Neg/NR) on CreditWatch negative.
     
Corporate Backed Trust Certificates Series 2001-8 Trust is a pass-
through transaction, and the ratings on the certificates are based
solely on the rating assigned to the underlying securities, GM's
8.10% debentures due June 15, 2024.
     
The placement of the corporate credit rating and other ratings on
GM on CreditWatch negative has no immediate rating impact on the
GM-related asset-backed securities supported by collateral pools
of consumer auto loans, auto leases, or auto wholesale loans.


CROSSWINDS AT LONE STAR: Disclosure Statement Hearing Rescheduled
-----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas postponed the issuance of a ruling on
Crosswinds at Lone Star Ranch 1000 Ltd.'s disclosure statement
describing its reorganization plan, The Deal's Carolyn Okomo
writes.  Judge Rhoades, during a July 1, 2008 hearing explained
that creditor, AmTrust Bank, had sold the Debtor's largest secured
debt for $66.6 million in June 27, The Deal says.  The Court moved
the disclosure statement hearing to July 30, 2008, The Deal
reports.

AmTrust counsel, Lynette R. Warman, Esq., at Hunton & Williams
LLP, was quoted as saying that the loan was acquired by PCR Land
Co., The Deal notes.  PCR and Crosswinds, The Deal says, agreed to
the postponement of the disclosure statement hearing to allow the
new claim holder to get familiar with the bankruptcy case.

PCR intends to continue AmTrust's request for relief from stay at
the July 30 hearing, court documents revealed, The Deal notes.  
AmTrust alleged on an April 29 motion that the Debtor had failed
to pay postpetition interest payments on its loan, The Deal says.  
AmTrust also alleged that the Debtor does not have enough equity.

AmTrust extended a $44 million first-lien debt to the Debtor for
the acquisition of a Frisco 1000 Ltd. property in 2005, The Deal
quotes court documents as stating.  The Debtor also used $19
million fund from Residential Funding, The Deal adds.

                      Provisions of the Plan

The Troubled Company Reporter said on June 12, 2008, that all
allowed secured, administrative and priority claims will be paid
in full under the plan.  General unsecured claims will be paid on
a pro rata basis, after satisfaction of all allowed secured
claims.  Unsecured claims of Residential Funding Company, LLC,
will be paid after satisfaction of general unsecured claims.  
Unsecured subordinated claims will be paid after satisfaction of
all other allowed unsecured claims.  Interests of equity security
will get whatever's left of the fund for distribution to
creditors.

The Plan will be funded by a $525,000 loan from Lontray
Enterprises LLC.  Among others, the funds will be used to employ a
real estate broker, market the Property for sale, and carry out
the orderly sale of the Property and all assets of the Debtor for
the highest and best price.  Net proceeds will be distributed to
Lontray and to the Debtor's creditors.

A full-text copy of the disclosure statement and the plan of
reorganization is available for free at:

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

                    About Crosswinds at Lone Star

Headquartered in Novi, Michigan, Crosswinds at Lone Star Ranch
1000, Ltd., owns and develops real estate.  The company filed
for chapter 11 protection on Feb. 4, 2008 (Bankr. E.D. Texas Case
No. 08-40262).  Frank J. Wright, Esq., at Wright, Ginsberg &
Brusilow P.C., represents the Debtor in its restructuring efforts.  
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the Debtor
disclosed $115,910,022 in total assets and $80,169,235 in total
liabilities.


CROSSWINDS AT LONE: Wants Additional 90-Days To Solicit Votes
-------------------------------------------------------------
Crosswinds at Lone Star Ranch 1000 Ltd. asks the Hon. Brenda T.
Rhoades of the United States Bankruptcy Court for the Eastern
District of Texas for a 90-day extension of its exclusive period
to solicit acceptances of a proposed Chapter 11 plan of
reorganization.

The Debtor's initial exclusive right to solicit acceptances is set
to expire on Aug. 2, 2008.

The extension will enable the Debtor to continue its attempt to
obtain the highest and best offer for the sale of its property and
to resolve any opposition to the confirmation of the plan.

As reported in the Troubled Company Reporter on June 12, 2008,
the Debtor delivered to the Court a Chapter 11 plan and a
disclosure statement describing that plan.  Under the plan,
Lontray Enterprises will provide at least $525,000 in loan to the
Debtor for payment of professional fees and cost to market the
Debtor's assets.

Several parties have filed objections to the Debtor's plan,
including AmTrust Bank, fka Ohio Savings Bank, noting that the
disclosure statement failed to provide sufficient information as
set forth in Section 1225(a) of the Bankruptcy Code.

Among other things, AmTrust Bank pointed out that the disclosure
statement did not explain why the Debtor needs to spend at least
$430,000 in administrative fees.  Thus, AmTrust Bank argued the
proposed plan is unconfirmable.  

The Court has deferred to July 30, 2008, the hearing to consider
the adequacy of the Debtor's disclosure statement.  The hearing
was originally set for July 1.

                   About Crosswinds at Lone Star

Headquartered in Novi, Michigan, Crosswinds at Lone Star Ranch
1000, Ltd., owns and develops real estate.  The company filed
for Chapter 11 protection on February 4, 2008.  Frank J. Wright,
Esq., at Wright, Ginsberg & Brusilow P.C., represents the Debtor
in its restructuring efforts.  The U.S. Trustee appointed an
Official Committee of Unsecured Creditors.  In its schedules of
assets and liabilities, the Debtor disclosed $115,910,022 in total
assets and $80,169,235 in total liabilities.


CROSSWINDS AT LONE STAR: To Request Permission to Use DIP Fund
--------------------------------------------------------------
Crosswinds at Lone Star Ranch 1000, Ltd., intends to ask the Hon.
Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern
District of Texas for permission to access Lontray Enterprises
LLC's $525,000 debtor-in-possession fund on a July 30, 2008
hearing, The Deal's Carolyn Okomo says.  The Debtor plans to use
the DIP facility to finance its reorganization plan, according to
The Deal.

The Lontray DIP facility matures on either the closing date of the
sale of the Debtor's assets or the effective date of the Debtor's
reorganization plan, The Deal writes.  The DIP facility grants
Lontray security on a superpriority basis and holds a 12% interest
rate and 15% default rate, The Deal notes.

                    About Crosswinds at Lone Star

Headquartered in Novi, Michigan, Crosswinds at Lone Star Ranch
1000, Ltd., owns and develops real estate.  The company filed
for chapter 11 protection on Feb. 4, 2008 (Bankr. E.D. Texas Case
No. 08-40262).  Frank J. Wright, Esq., at Wright, Ginsberg &
Brusilow P.C., represents the Debtor in its restructuring efforts.  
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the Debtor
disclosed $115,910,022 in total assets and $80,169,235 in total
liabilities.


DANA CORP: Wants Court to Disallow Visteon Corp.'s $9.8 Mil. Claim
------------------------------------------------------------------
Dana Corp. and it debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to disallow Visteon
Corporation's Claim No. 15037, asserting $9,800,000.  The Claim
seeks reimbursement for Visteon's purported losses related to a
vehicle recall by Ford Motor Company.

Corinne Ball, Esq., at Jones Day, in New York, states that the
purpose of the recall was to repair air induction systems
that Visteon sold to Ford, which air induction systems contained
component parts that Visteon purchased from Dana.  She relates
that the Reorganized Debtors believe that Visteon based its
reimbursement claim on the Debtors' alleged breaches of contract
and warranty and on purported contractual indemnification
obligation.

However, Ms. Ball says the Reorganized Debtors intend to
demonstrate that they did not breach any contractual obligation
or warranty to Visteon and do not have indemnification
obligations to Visteon under the facts and law at issue.  She
adds that Visteon's alleged damages were resolved through a
private settlement and mutual release of claims between Ford and
Visteon that included other unrelated claims and resulted in a
net payment to Visteon.

Against this backdrop, the Reorganized Debtors assert that the
Visteon Claim should be disallowed.

Based in Toledo, Ohio, Dana Corporation --
http://www.dana.com/            
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a total
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represens the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 78; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or             
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Dana Holding Corp. following the company's
emergence from Chapter 11 on Feb. 1, 2008.  The outlook is
negative.  At the same time, Standard & Poor's assigned Dana's
$650 million asset-based loan revolving credit facility due 2013 a
'BB+' rating (two notches higher than the corporate credit rating)
with a recovery rating of '1', indicating an expectation of very
high recovery in the event of a payment default.  In addition, S&P
assigned a 'BB' bank loan rating to Dana's $1.43 billion senior
secured term loan with a recovery rating of '2', indicating an
expectation of average recovery.

The TCR reported on Feb. 18, 2008, that Moody's Investors Service
affirmed the ratings of the reorganized Dana Holding Corporation
as: Corporate Family Rating, B1; Probability of Default Rating,
B1.  In a related action, Moody's affirmed the Ba3 rating on the
senior secured term loan and raised the rating on the senior
secured asset based revolving credit facility to Ba2 from Ba3.  
The outlook is stable.  The financing for the company's emergence
from Chapter 11 bankruptcy protection has been funded in line with
the structure originally rated by Moody's in a press release dated
Jan. 7, 2008.


DAVID FHIMA: Files for Bankruptcy Following String of Setbacks
--------------------------------------------------------------
The Star Tribune in Minneapolis, Minnesota, reports that
entrepreneur David J. Fhima has filed for Chapter 11 bankruptcy to
reorganize more than $2,000,000 in debts.

Star Tribune's Steve Alexander relates that Mr. Fhima, 47, has a
string of failed Twin Cities restaurants that include Fhima's,
Mpls. Cafe and Louis XIII.

The report says two of Mr. Fhima's eateries -- Zahtar and LoTo --
remain open.

Star Tribune also discloses Mr. Fhima's financial setbacks:

   -- In 2007, a Fhima's restaurant in St. Paul, Minnesota, was
      closed after the city spent $700,000 to upgrade its leased
      location in the city-owned Lawson Commons retail space
      downtown;

   -- In May 2007, the Minnesota Court of Appeals held that
      Mr. Fhima must pay a $352,612 judgment from a wrongful-
      termination lawsuit against him filed 13 years earlier
      in Los Angeles County Superior Court, in California;

   -- Two of Mr. Fhima's restaurants is the subject of liens
      filed by the Internal Revenue Service on account of
      $180,000 in unpaid federal taxes;

   -- In early May 2008, a seafood supplier sued Mr. Fhima
      to collect on a $39,000 bill, and that Mr. Fhima closed
      his LoTo restaurant in St. Paul for six days in late May.


DAWAHARES LEXINGTON: To Liquidate Remaining 22 Outlets
------------------------------------------------------
Dawahare's of Lexington LLC informed the U.S. Bankruptcy Court for
the Eastern District of Kentucky that it will shutter and pursue a
liquidation of its 22 remaining Dawahare's and Cat Bird Seat
stores, Lexington Herald-Leader reports.  Dawahares expects the
liquidation to begin July 14 and end by Sept. 30, the report says.  
About 400 employees are affected, the report adds.

The Troubled Company Reporter said on June 3, 2008, that Dawahares
intended to close nine of its 31 retail outlets after filing for
chapter 11.  The company would scrap seven positions at its
headquarters, and about 100 jobs related to the store closings.

Dawahares, according to Herald-Leader, told the Court it has been
unable to get loans "from shareholders and third parties to
support its effort to complete the restructuring."  Dawahares said
it expects to run out of money by October, the report adds.

The company's president, Harding Dawahare, said in a written
statement the original goal was to keep the 22 stores open,
according to Herald-Leader.

"Unfortunately, after a month of trying to make this plan work to
the satisfaction of our bank (Fifth Third) and other creditors, we
realized our only option was to take this action," Herald-Leader
quotes Mr. Dawahare as saying.

Dawahares, Herald-Leader continues, advised the Court that a sale
of the 22 stores as "going concerns will not bring enough cash to
come near paying the bank in full."  Dawahares, according to
Herald-Leader, pointed out:

   -- its inventory of clothing is "not correct" for continued
      business;

   -- it would need "substantial cash" from Fifth Third "with
      no reasonable chance of recovering such cash" to fix the
      problem, and

   -- the value of the stores would be "impaired" if they are
      sold without the necessary merchandise for the upcoming
      Christmas season.

                   About Dawahare's of Lexington

Lexington, Kentucky-based Dawahare's of Lexington LLC, dba
Dawahares and Catbird Seat -- http://www.dawahares.com/-- sells  
family clothing in retail.  It filed its chapter 11 petition on
May 30, 2008 (Bankr. E.D. Ky. Case No. 08-51381).  Judge Joseph M.
Scott, Jr., presides over the case.  Thomas Bunch, II, Esq., and
W. Thomas Bunch, Sr., Esq., at Bunch & Brock, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed total assets of $10,023,124 and total debts
of $9,280,821.


DENTAL PROFILE: Case Summary & 28 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Dental Profile. Inc.
             dba Dental Profile
             120 East Lake St.
             Addison, IL 60101

Bankruptcy Case No.: 08-17148

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Dentist, P.C.                              08-17149
        dba Perla Dental  

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

Chapter 11 Petition Date: July 2, 2008

Court: Northern District of Illinois (Chicago)

Debtors' Counsel: Paul M Bach, Esq.
                  Email: paul@bachoffices.com
                  1955 Shermer Road, Ste. 150
                  Northbrook, IL 60062
                  Tel: (847) 564-0808
                  Fax: (847) 564-0985

Dental Profile. Inc.'s Financial Condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of Dental Profile. Inc. 's petition is available for free
at http://bankrupt.com/misc/ilnb08-17148.pdf

A copy of Dentist, P.C.'s petition is available for free at
http://bankrupt.com/misc/ilnb08-17149.pdf


DOLLAR THRIFTY: S&P Cuts Rating to 'B' and Keeps Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dollar
Thrifty Automotive Group Inc., including lowering the corporate
credit rating to 'B' from 'B+'.  All ratings remain on CreditWatch
with negative implications, where they were originally placed on
Feb. 12, 2008.
      
"The rating action is based on the reduced earnings guidance that
the company released, reflecting pressure on pricing and vehicle
depreciation costs," said Standard & Poor's credit analyst Betsy
Snyder.  "Ratings remain on CreditWatch because a sustained
decline in the leisure travel market that the company has
significant exposure to, as well as continuing weak used car
prices, could result in ongoing earnings pressure."  At the same
time, S&P's concerns pertaining to refinancing risk have been
alleviated somewhat by financings the company completed earlier
this year.
     
Tulsa, Oklahoma-based Dollar Thrifty, the parent of the Dollar and
Thrifty car rental brands, currently has about 13% of the U.S. on-
airport car rental market, significantly smaller than the
approximate 30% share of each of its major competitors Hertz
Corp., Avis Budget Group Inc. (parent of the Avis and Budget
brands), and Enterprise Rent-A-Car Co. (parent of the Enterprise,
Alamo, and National brands).  Dollar Thrifty indicated its second-
quarter and full-year 2008 earnings will be below expectations
because of lower pricing and higher vehicle depreciation costs (an
adjustment that reflects reduced proceeds from disposal of
vehicles in a weak used car market).  This follows a first-quarter
loss of $16 million compared with a profit of $5 million in the
prior-year period (excluding a $350 million noncash pretax charge
taken for goodwill impairment).

In addition, U.S. airlines have announced domestic capacity
reductions of at least 10% beginning in September.  As a result,
the company is now expecting full-year 2008 earnings substantially
below those reported in 2007.  Dollar Thrifty derives most of its
revenues from the leisure travel market, which is expected to be
harder hit by economic weakness.  As a result, debt to EBITDA, now
in the mid-4x area, is likely to increase.
     
S&P's earlier concerns regarding liquidity and access to
financings have been alleviated somewhat.  At March 31, 2008, the
company had $136 million of cash and $204 million  available under
its $350 million revolving credit facility that matures in 2013
($146 million was utilized for letters of credit).  In May 2008,
the company renewed its $215 million vehicle-backed conduit
facility and $800 million vehicle-backed commercial paper program
and liquidity facility.
     
Standard & Poor's will assess the company's expected financial
performance from a reduced level of domestic airline capacity and
enplanements, the weaker economy, and the outlook for proceeds
from vehicle sales to resolve the CreditWatch.


DUNE ENERGY: March 31 Balance Sheet Upside-Down by 42 Million
-------------------------------------------------------------
Dune Energy Inc. reported its quarterly financial information
ended March 31, 2008.  At March 31, 2008, the company's balance
sheet showed total assets of $621,145,247 and total liabilities of
$441,087,901, resulting in a $42,024,799 stockholders' deficit.

For the quarter ended March 31, 2008, the company reported a net
loss of $8,676,606, over $40,839,858 revenues, compared to a net
loss of $8,511,274, over $2,957,561 revenues for the quarter ended
March 31, 2007.

Operating income for the quarter was $6.4 million, compared with a
$5.1 million loss in the first quarter of 2007. Included in the
results for the first quarter of 2008 was $11.9 million of
realized and unrealized losses associated with hedging activities.
Of this amount, $1.8 million was realized during the quarter. In
addition, there was a $5.3 million income tax benefit recorded
during the first quarter of 2008. Preferred stock dividends, paid
in the form of a PIK interest totaled $5.7 million in the first
quarter 2008.

Field level lease operating expenses, severance, ad valorem taxes,
and transportation for the first quarter totaled $14.1 million.
This compares with $2.8 million for the first quarter of 2007.
This change reflects significantly higher production volumes
related to a major property acquisition in May of 2007.

A copy of the company's March 31, 2008 quarterly financials is
available for free at http://ResearchArchives.com/t/s?2f09

Headquartered in Houston, Dune Energy Inc. (Amex: DNE) --
http://www.duneenergy.com/ -- is an independent exploration and    
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  

The company's total proved reserves as of Dec. 31, 2007 were
175.4 Bcfe, consisting of 117.6 Bcf of natural gas and 9.6 MMbbls
of oil.  The PV-10 of the company's proved reserves at year end
was $728.6 million.  

                          *     *     *

Moody's Investor Service placed Dune Energy Inc.'s senior secured
debt, probability of default and long term corporate family
ratings at 'Caa2' in April 2007.  The ratings still hold to date
with a stable outlook.


DUNE ENERGY: Zazove Associates Discloses 21.03% Equity Stake
------------------------------------------------------------
Zazove Associates LLC declares ownership of 21,417,692 shares of
common stock in Dune Energy Inc., representing 21.03% of the
company's 101,829,278 outstanding shares.

Headquartered in Houston, Dune Energy Inc. (Amex: DNE) --
http://www.duneenergy.com/ -- is an independent exploration and    
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  

The company's total proved reserves as of Dec. 31, 2007 were
175.4 Bcfe, consisting of 117.6 Bcf of natural gas and 9.6 MMbbls
of oil.  The PV-10 of the company's proved reserves at year end
was $728.6 million.  

                          *     *     *

Moody's Investor Service placed Dune Energy Inc.'s senior secured
debt, probability of default and long term corporate family
ratings at 'Caa2' in April 2007.  The ratings still hold to date
with a stable outlook.


EDMUND ANDERSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Edmund Lincoln Anderson
        1964 Saxon Valley Circle
        Atlanta, GA 30319

Bankruptcy Case No.: 08-72350

Chapter 11 Petition Date: June 30, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Dorna Jenkins Taylor
                  (dorna.taylor@taylorattorneys.com)
                  Taylor & Associates, LLC
                  1401 Peachtree Street, Suite 500
                  Atlanta, GA 30309
                  Telephone: (404) 870-3560
                  Fax: (404) 745-0136

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

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

A copy of the debtor's petition and a list of its 20 largest
unsecured creditors is available for free at:

           http://bankrupt.com/misc/ganb08-72350.pdf


EDUCATION RESOURCES: Fixes Panel's Protests to PR Advisor Request
-----------------------------------------------------------------
The Education Resources Institute Inc. resolved objections by the
Official Committee of Unsecured Creditors to its request to employ
Rasky Baerlein Strategic Communications Inc. as its public
relations advisor.

The U.S. Trustee and the Committee in the Debtor's Chapter 11 case
objected the Debtor's request to employ Rasky Baerlein.

To address the Committee's concerns, the Debtor and the Committee
agreed that:

   (a) Rasky's engagement will only be from April 7, 2008,
       through Sept. 11, 2008, subject to the Debtor's right
       to request a further extension of Rasky's engagement; and

   (b) the monthly cap on fees will be $20,000 per month.

On June 11, 2008, Judge Henry J. Boroff of the U.S. Bankruptcy
Court for the District of Massachusetts denied, without prejudice,
the Debtor's employment application for Rasky, and directed that
certain information be provided to the Court if a renewed
application was filed.

In response to the concerns expressed by the Court, Rasky agreed
to amend certain terms of its engagement agreement with the
Debtor and waive the 3% flat fee for expenses for which Rasky is
unable to allocate the actual costs of those expenses to the
Debtor.  

Further, the Debtor and Rasky agreed to amend the indemnification
provision under the Engagement Agreement to state that the Debtor
indemnifies Rasky and its officers "from all injuries, losses,
claims and damages, and all costs and expenses, including
attorneys' fees incurred by Rasky as a result of any action of
omission by Rasky, subject only to the waiver by Rasky of the
indemnification if Rasky is subsequently found by a court of
competent jurisdiction to have acted with gross negligence or
willful misconduct."

According to Willis J. Hulings III, the Debtor's president and
chief executive officer, the U.S. Trustee's objections remain
unresolved.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachusetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems         
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., and Gina L.
Martin, Esq., at Goodwin Procter LLP, represent the Debtor in its
restructuring efforts.  The Debtor's conflicts counsel is Craig
and Macauley PC.  Grant Thornton LLP serves as its financial
advisor and Epiq Bankruptcy Solutions LLC as its claims agent.  
The Debtor's investment banker is Citigroup Global Markets Inc.,
and its public relations & public affairs advisor is Rasky
Baerlein Strategic Communications Inc.  When the Debtor filed for
protection from its creditors, it listed estimated assets of more
that $1 billion and estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDUCATION RESOURCES: Panel Can Hire Duane Morris Bankr. Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in The Education
Resources Institute Inc.'s Chapter 11 case obtained authority from
the U.S. Bankruptcy Court for the District of Massachusetts to
retain Duane Morris LLP, as its bankruptcy counsel, nunc pro tunc
to the Debtor's bankruptcy filing date.

As reported in the Troubled Company Reporter on May 22, 2008,
Duane Morris is expected to:

   (a) provide legal services to the Committee with respect to the
       Committee's powers, duties and role in the Debtor's
       Chapter 11 case;

   (b) assist the Committee in evaluating the various pleadings
       that will be filed by the Debtor and other parties-in-
       interest;

   (c) investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtor;

   (d) assist the Committee in evaluating the Debtor's monthly
       operating reports and evaluate and negotiate the
       Debtor's or any other party's plan of reorganization and
       any associated disclosure statement;

   (e) consult with the Debtor and its professionals concerning
       administration of the case and development of exit
       strategy, disclosure statement and plan;

   (f) commence and prosecute any and all necessary and
       appropriate actions and proceedings on behalf of the
       Committee;

   (g) appear in Court in all appropriate matters to advance the
       interests of the Committee; and

   (h) perform all other legal services for the Committee which
       may be necessary and proper in the Debtor's Chapter 11
       proceeding.

Duane Morris will be paid according to its customary hourly
rates:

     Partners                       $340 to $831
     Counsel                        $295 to $775
     Associates                     $220 to $510
     Legal Assistants               $125 to $225

Jeffrey D. Sternklar, Esq., a partner at Duane Morris, will be the
lead attorney.  His current hourly billing rate is $570.  Duane
Morris will also be reimbursed for any necessary out-of-pocket
expenses.

Mr. Sternklar assured the Court that his firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).  He added that Duane Morris does not
hold any interest adverse to the Debtor's estate and does not
represent any party having an adverse interest in connection with
the Debtor's Chapter 11 case.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachusetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems         
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., and Gina L.
Martin, Esq., at Goodwin Procter LLP, represent the Debtor in its
restructuring efforts.  The Debtor's conflicts counsel is Craig
and Macauley PC.  Grant Thornton LLP serves as its financial
advisor and Epiq Bankruptcy Solutions LLC as its claims agent.  
The Debtor's investment banker is Citigroup Global Markets Inc.,
and its public relations & public affairs advisor is Rasky
Baerlein Strategic Communications Inc.  When the Debtor filed for
protection from its creditors, it listed estimated assets of more
that $1 billion and estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDUCATION RESOURCES: Panel Can Hire Posternak as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in The Education
Resources Institute Inc. obtained authority from the U.S.
Bankruptcy Court for the District of Massachusetts to retain David
J. Reier and the law firm of Posternak Blankstein & Lund LLP as
its special conflicts counsel.

As reported in the Troubled Company Reporter on June 16, 2008,
Posternak will represent the Committee in matters identified by
Duane Morris as potentially presenting a conflict of interest for
Duane Morris.

Posternak will be compensated for its services on an hourly basis
in accordance with its customary hourly "Default Business" rates:

     Professional                 Hourly Rates
     ------------                 ------------
     Partners                     $325 to $480
     Associates                   $220 to $260
     Paralegals                   $155 to $195

Mr. Reier, who will take the lead role as the Committee's special
conflicts counsel, will be paid $410 per hour.

David J. Reier, Esq., a member at Posternak, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).  He adds that Posternak has no connections with the
Debtor, any creditor, or other party-in-interest, their
respective attorneys and accountants, except:

   a. Mr. Reier and Posternak were given a written proxy and
      authorized as an attorney-in-fact to act on behalf of
      U.S. Bank, N.A., in connection with formation of the
      Committee and selection of Committee Counsel and a
      financial consultant.  Mr. Reier's activities were
      limited to those that occurred on April 30, 2008 when the
      Committee was formed and professionals engaged.

   b. Posternak has in the past represented Citizens Bank of
      Massachusetts, a closely related affiliate to RBS Citizens,
      N.A., in connection with certain loan transactions, all of
      which originated several years ago, and none of which has
      any connection with these proceedings or the  Debtor.
      Posternak has not performed any services for Citizens since
      approximately October 31, 2007, when Posternak last
      performed legal services for Citizens in connection with
      the final payoff of one loan.  Posternak is not presently
      engaged to perform any legal services for Citizens and has
      not been so engaged since on or about October 31, 2007.
      The total fees generated from services  performed for
      Citizens during 2007 comprised 0.1436%) of the total fees
      earned in 2007 for Posternak.

   c. Posternak has certain business banking relationships with
      Citizens and Bank of America, including maintaining
      checking, credit card and client trust funds accounts with
      the banks and a letter of credit relationship with BofA in
      connection with Posternak's obligations.

   d. Mr. Reier has a personal banking relationship with BofA
      and one or more employees or partners of Posternak may have
      personal banking relationships with certain banks that are
      creditors of the Debtor.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachusetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems         
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., and Gina L.
Martin, Esq., at Goodwin Procter LLP, represent the Debtor in its
restructuring efforts.  The Debtor's conflicts counsel is Craig
and Macauley PC.  Grant Thornton LLP serves as its financial
advisor and Epiq Bankruptcy Solutions LLC as its claims agent.  
The Debtor's investment banker is Citigroup Global Markets Inc.,
and its public relations & public affairs advisor is Rasky
Baerlein Strategic Communications Inc.  When the Debtor filed for
protection from its creditors, it listed estimated assets of more
that $1 billion and estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ELECTRIC BREW: Foreclosure Action Moved Due to Chapter 11 Filing
----------------------------------------------------------------
The Business Review (Albany) reports that Wednesday's foreclosure
auction of the Van Dyck Restaurant & Brewery was postponed after
Electric Brew Pubs Inc. filed for chapter 11 bankruptcy protection
late Tuesday.

The Van Dyck restaurant and club, the report relates, closed in
January 2007, after Berkshire Bank and the Metroplex Development
Authority foreclosed on the property.

The report, citing documents filed in court, owner Niels Peter
Olsen defaulted on a $250,000 loan from Berkshire Bank and a
$200,000 loan and $75,000 line of credit from the Schenectady
Metroplex Development Authority.

As reported by the Troubled Company Reporter on March 4, 2008, the
Hon. Robert Littlefield of the U.S. Bankruptcy Court for the
Northern District of New York in Albany dismissed the chapter 11
bankruptcy case filed by N. Peter Olsen.  Creditors at that time
bombarded the Court with complaints contesting that Mr. Olsen
doesn't have enough funds for restructuring and calling his
restaurant "non-existent."  James Schlett at The Daily Gazette in
Schenectady, New York, said the case dismissal further exposed Mr.
Olsen to foreclosure as his creditors as eyeing on his properties
in Schenectady, Saratoga and Washington counties.

According to Business Review, Roland Faulkner, Esq., the court-
appointed attorney overseeing the auction, said he and other
involved parties didn't learn of the postponement until they
showed up at the Schenectady County Courthouse.  Mr. Faulkner,
Business Review relates, said it's possible that the Bankruptcy
Court will release the property so the auction can move forward.

Van Dyck Restaurant & Brewery is a a famed jazz club on Union
Street in Schenectady, New York.  Its owner, N. Peter Olsen, filed
for chapter 11 bankruptcy in March 2007 and marketed Van Dycke for
$1,600,000, which was subsequently lowered to $1,480,000.

Electric Brew Pubs, Inc., dba Van Dyck Restaurant and Brewery,
filed for chapter 11 bankruptcy on July 1, 2008, before the U.S.
Bankruptcy Court for the Northern District of New York (Case No.
08-12171).  Francis J. Brennan, Esq., at Nolan and Heller in
Albany, represents the Debtor.

When it filed for bankruptcy, the Debtor disclosed $1,000,000 to
$10,000,000 in estimated assets and debts.


ELECTRONIC DATA: $14BB Merger Gets No More Question from FTC, DOJ
-----------------------------------------------------------------
Hewlett-Packard Company disclosed that the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating
to HP's proposed acquisition of Electronic Data Systems
Corporation has expired without a request for additional
information by the U.S. Department of Justice or the Federal Trade
Commission.

As reported in the Troubled Company Reporter on May 14, 2008,
Electronic Data System Corp. signed a definitive agreement with
Hewlett-Packard Company under which HP will purchase EDS at
roughly $13.9 billion.  

The terms of the transaction have been unanimously approved by the
board of directors of both companies.

The transaction still requires EDS stockholder approval and
regulatory clearance from the European Commission and other non-
U.S. jurisdictions and is subject to the satisfaction or waiver of
the other closing conditions specified in the merger agreement.

                 About Hewlett-Packard Company
  
Headquartered in Palo Alto, California, Hewlett-Packard Company
(NYSE:HPQ) -- http://www.hp.com/--  is a provider of products,   
technologies, software, solutions and services to individual
consumers, small- and medium-sized businesses and large
enterprises, including in the public and education sectors.

                         About EDS Corp.

Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                          *     *     *
As reported in the Troubled Company Reporter on March 25, 2008,
Moody's Investors Service raised the subordinated shelf
registration rating to (P) Ba1 from (P) Ba2 and confirmed the
preferred shelf registration rating at (P) Ba2.


EL PASO: S&P Holds 'BB' Credit Rating, Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on El Paso
Corp. to stable from positive.  At the same time, S&P affirmed the
ratings on the company and its subsidiaries, including the 'BB'
corporate credit rating.  As of March 31, 2008, El Paso had
$12.7 billion of total debt.
     
The outlook change reflects S&P's expectation that there will not
be an upgrade in the near term.  While El Paso is benefiting from
a high commodity price environment, the incremental cash flow is
being directed at equity holders and is unlikely to produce a
notable near-term improvement in key credit metrics to warrant a
higher rating.  This focus is demonstrated by the company's
decision to move forward with the Ruby pipeline project (El Paso
does not plan to issue equity for the project) and the May
announcement of $300 million share repurchase program and 25%
increase in the dividend.  

These announcements follow El Paso's April 2008 analyst
presentation in which it indicated that it does not intend to take
sizable steps to improve the rating following the upgrade that
resulted from the ANR pipeline disposal and subsequent debt
reduction.  The company will seek to grow its way to a higher
rating, which is certainly possible in the long term, but unlikely
over the next 12 to 18 months.  The Ruby pipeline project is now
expected to cost $3 billion, up from the original $2 billion
estimate, and when combined with the dividend increase and share
repurchase program, will exacerbate the company's already
significantly negative free cash position for the foreseeable
future.
     
The ratings on El Paso reflect a satisfactory overall business
risk profile, which includes the stability of the company's
interstate natural gas pipeline systems, and partly offset by the
risks associated with its exploration and production segment and a
significantly improved, although still aggressive, financial
profile.

   
EL POLLO: S&P Revises Outlook to Negative from Stable
-----------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Irvine,
California-based El Pollo Loco Inc. to negative from stable.
     
"The outlook revision reflects our analysis that the company will
have a difficult time complying with financial covenants of its
senior secured credit facility in the coming quarters as they
become more restrictive," said Standard & Poor's credit analyst
Charles Pinson-Rose.  Although Standard & Poor's expects that the
company will have to improve profitability, or at least maintain
profitability at approximately current levels, S&P have serious
doubts about the company's ability to do so considering the weak
results from the first quarter and the significant challenges
facing the restaurant industry.


ESTATE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Estate Financial Mortgage Fund, LLC
             806 9th St., Suite 1A
             Paso Robles, CA 93446

Bankruptcy Case No.: 08-11535

Debtor-affiliate subjected to a separate, involuntary Chapter 11
petition:

        Entity                                     Case No.
        ------                                     --------
        Estate Financial, Inc.                     08-11457

Chapter 11 Petition Date: July 1, 2008

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtors' Counsel: Lewis R. Landau, Esq.
                     Email: lew@landaunet.com
                  23564 Calabasas Rd. Ste. 104
                  Calabasas, CA 91302
                  Tel: (888) 822-4340
                  Fax: (888) 822-4340
                  http://www.landaunet.com/

Estimated Assets: More than $100,000,000

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

A. Estate Financial Mortgage Fund, LLC's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bryan Cave, LLP                Legal                 $91,182
P.O. Box 503089
St. Louis, MO 63150-3089

Farella Braun & Martel         Legal                 $87,274
Russ Bldg., 235 Montgomery St.
San Francisco, CA 94104

David G. Ure                   Legal                 $37,643
P.O. Box 1930
Paso Robles, CA 93447

FCI Lender Services, Inc.      Miscellaneous         $24,634
                               Foreclosure Fees

Jeffrey S. Benice              Legal                 $12,368

Diehl & Rodewald               Legal                 $8,817

Donald D. Harmata              Legal                 $6,965

Doss Law, A Law Corp.          Legal                 $6,192

Hastings Enterprises           Office rent           $3,977

McCormick Barstow, LLP         Legal                 $3,490

Simon & Associates             Legal                 $3,469

S.&S. Rent-A-Fence             Fence rental          $2,531

Seid & Zucker, CPA             Accounting fees       $2,075

Stein & Lubin                  Legal                 $2,061

Bandz Services Inc             Security Service      $1,130

SLOCO Data                     Printing              $1,021

Crawford & Bangs, LLP          Legal                 $834

Ventura Printing               Envelopes             $833

Chapparral                     Copier Maintenance    $809

Andrew W. Hayes                Legal                 $775


FEDDERS CORP: Committee et al. Protest Chapter 11 Liquidation Plan
------------------------------------------------------------------
The Official Committee of Unsecured Creditors opposed a disclosure
statement explaining the Chapter 11 plan of liquidation Fedders
Corp. and its debtor-affiliates filed on June 6, 2008, before the
United States Bankruptcy Court for the District Delaware.

The Committee complains that unsecured creditors will receive
virtually nothing from the Debtors' estates.

The Debtors' plan prohibits the Committee from (i) spending any
funds to prosecute a lawsuit except those obtained directly from
litigation proceeds and (ii) using the proceeds of settlements to
fund any litigation, according to the Committee.  In addition, the
plan compels the Committee to settle some of its strongest claims
to recover monies the Debtors used to cover the collateral of the
their term lenders -- Sachs Credit Partners L.P. and Highland
Capital Management L.P.

Bank of America, N.A., General Electric Capital Corporation and
U.S. Bank National Association also objected to the Debtors'
Chapter 11 plan.

As reported in the Troubled Company Reporter June 12, 2008,
the plan contemplates the wind-down of the all of the Debtors'
assets.  Under the plan, among other things, term lenders Goldman
Sachs Credit and Highland Capital are expected to recover $55.9%
of their claims, while unsecured creditors will receive
distribution from the proceeds of the prosecution of a lawsuit
and any avoidance actions.

On Oct. 5, 2007, the Debtors obtained up to $33 million in loan
under a revolving credit facility due July 31, 2008, from Goldman
Sachs.  The proceeds of the loan will be used, among other things,
to refinance in full all indebtedness under the revolving
facility.

                   About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company and several affiliates filed for Chapter 11 protection
on Aug. 22, 2007, (Bankr. D. Del. Lead Case No. 07-11182).  The
law firm of Cole, Schotz, Meisel, Forman & Leonard P.A.; and
Norman L. Pernick, Esq., Irving E. Walker, Esq., and Adam H.
Isenberg, Esq., at Saul Ewing LLP, represent the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.


FIDELITY NATIONAL: Spin-off Cues Moody's to Affirm Ba1 CF Rating
----------------------------------------------------------------
Moody's Investors Service has confirmed Fidelity National
Information Services' Ba1 corporate family rating and assigned a
stable rating outlook.  

This rating confirmation concludes the review for further possible
downgrade initiated on Oct. 25, 2007, which was prompted by the
company's statement that it planned to spin-off its Lender
Processing Services division into a separate publicly traded
company.  The LPS spin-off was completed on July 2, 2008.

Concurrently, Moody's confirmed the Ba1 ratings to FIS'
$2.1 billion Term Loan A, $900 million revolving credit facility,
and $200 million Senior secured notes due September 2008.

In addition, Moody's withdrew its Ba1 rating on the $1.6 billion
Term Loan B which has been assigned to LPS and will be
subsequently refinanced upon the spin-off.  The ratings reflect
the company's probability of default rating of Ba1 and loss given
default assessments as reflected below.

FIS' Ba1 corporate family rating reflects the company's leading
market position within the core bank processing market, its
diversity of financial institution clients including top tier
banks, and its substantial size in terms of pretax income compared
to similarly ranked peers.

At the same time, the rating is constrained by the company's
leverage as measured by free cash flow to debt, reduced business
line diversity after the spin-off of LPS, lower return on assets
than similarly rated peers, and propensity to grow through
acquisitions.  The factors cited in Moody's Global Business
Services Industry Rating Methodology map to an overall Ba1 rating,
which is consistent with the Ba1 CFR.

The short term liquidity rating of SGL-2 reflects FIS' good
internal and external liquidity following the spin-off of LPS,
which includes a cash balance of over $200 million and expected
free cash flow of more than $200 million for 2008.  The company's
cash flow should be sufficient to fund necessary capital
expenditures, working capital requirements, and mandatory debt
amortization over the next 12 months.

The company has adequate external liquidity in the form of its
$900 million revolving credit facility (expires 2012), of which
approximately $500 million was drawn at March 31, 2008.  Moody's
expects the company to fund the repayment of its $200 million
Certegy senior unsecured notes using cash and its revolver.

Moody's expects the company to maintain compliance with its two
financial covenants, a debt-to-EBITDA leverage test and an
interest coverage ratio.

The stable outlook reflects Moody's expectation the company will
continue to generate mid-single digit organic revenue growth,
supporting its free cash flow which will be used for debt
reduction.

Despite the challenging economic environment facing U.S. financial
institutions, we expect the company's performance to remain steady
over the intermediate term given its recurring revenue model
secured by long-term customer contracts and ongoing customer
demand for its core processing services in a cost-cutting
environment.

The Ba1 CFR could experience upward rating pressure if the company
were to continue to demonstrate organic revenue growth and
profitability such that its financial leverage, as measured by
debt to EBITDA were less than 3x on a sustained basis.

Additional financial leverage or a decline in profitability, such
that debt to EBITDA were to exceed 4x on a sustained basis, would
put downward pressure on the ratings.

FIS ratings confirmed/assessments revised:

  -- Corporate Family Rating - Ba1
  -- Probability of Default Rating -- Ba1

  -- $2.1 billion First Lien Senior Secured Term Loan A - Ba1, LGD
     3, (47% from 48%)

  -- $900 million First Lien Senior Revolving Credit Facility -
     Ba1, LGD 3, (47% from 48%)

  -- $200 million 4.75% (Certegy) notes due September 2008 - Ba1,
     LGD 3, (47% from 48%)

  -- Speculative Grade Liquidity Rating -- SGL-2

FIS rating withdrawn:

  -- $1.6 billion First Lien Senior Secured Term Loan B - Ba1, LGD
     3, 48%

Headquartered in Jacksonville, Florida, Fidelity National
Information Services, Inc. provides card issuing, core bank
processing, and online bill payment services to financial
institutions.


FIDELITY NATIONAL: S&P Lifts Ratings on Good Operating Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Jacksonville, Florida-based Fidelity National
Information Services Inc. to 'BB+' from 'BB'.  At the same time,
S&P removed the ratings from CreditWatch, where they had been
placed with developing implications on April 28, 2008.  The
outlook is stable.
     
Standard & Poor's withdrew its bank loan and recovery ratings on
FIS' $1.6 billion secured term loan B facility.  That debt is
being retired by FIS in conjunction with the spin-off of its
Lender Processing Services segment, now a public company known as
Lender Processing Services Inc.
     
S&P also raised the issue-level rating on FIS' outstanding
$200 million 4.75% secured notes due 2008 to 'BBB' from 'BB+'.  
S&P revised the recovery rating on these notes to '1', indicating
the expectation for very high (90% to 100%) recovery in the event
of a payment default, from '2'.  S&P raised the issue-level rating
and revised the recovery rating because FIS eliminated a
substantial amount of secured debt by retiring its term loan B.
     
"The upgrade reflects FIS' good operating performance in its
transaction processing services, which includes the recently
acquired eFunds," said Standard & Poor's credit analyst Philip
Schrank.
     
Despite a reduction in business diversity and cash flow after the
spin-off of its LPS unit (which accounted for about 40% of
consolidated EBITDA), pro forma debt leverage will decline to
about 3x from the mid-3x area following the transaction.  Although
the company has expanded aggressively through acquisitions in the
past five years, Standard & Poor's expects a more modest pace
going forward, with an emphasis placed on organic growth and debt
reduction in the near term.


FORD CREDIT: Fitch Affirms 'BB' Rating on Class D Notes
-------------------------------------------------------
Fitch Ratings has upgraded two classes and affirmed 12 classes of
notes from two Ford Credit Auto Owner Trusts as part of its
ongoing surveillance process.

The rating actions are:

Series 2006-A
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class B affirmed at 'AAA';
  -- Class C upgraded to 'AAA' from 'AA';
  -- Class D upgraded to 'AA' from 'A'.

Series 2007-A
  -- Class A-2a affirmed at 'AAA';
  -- Class A-2b affirmed at 'AAA';
  -- Class A-3a affirmed at 'AAA';
  -- Class A-3b affirmed at 'AAA';
  -- Class A-4a affirmed at 'AAA';
  -- Class A-4b affirmed at 'AAA';
  -- Class B affirmed at 'A';
  -- Class C affirmed at 'BBB';
  -- Class D affirmed at 'BB'.

The upgrades are a result of continued available credit
enhancement in excess of stressed remaining losses.  The
collateral continues to perform within Fitch's base case
expectations.  Currently, under the credit enhancement structure,
the securities can withstand stress scenarios consistent with the
upgraded rating categories and still make full payments of
interest and principal in accordance with the terms of the
documents.

As before, the ratings reflect the quality of Ford Motor Credit
Co.'s retail auto loan originations, the sound financial and legal
structure of the transactions, and servicing provided by Ford
Motor Credit Co.


FORD MOTOR: Overall June 2008 Sales in Canada Decrease 13.7%
------------------------------------------------------------
In June, Ford of Canada's overall sales decreased 13.7% to 22,001
units.  Total truck sales were down 17.7% at 15,251 units and
total car sales of 6,750 units mark a 2.9% decrease compared to
last June.

Ford Focus, the peppy, fuel-efficient small car from Ford Motor
Company of Canada, Limited delivered a double-digit sales increase
this month over sales last June.  Crossover Utility Vehicles
remain strong performers for Ford of Canada as well, Ford Edge
achieved record sales with an increase of 2.6% over last June's
previous record results, Ford Taurus X increased sales by 31.9%,
and all-new Ford Flex came out of the gate strong with only a few
days' sales under its belt.

In trucks, Ford Ranger, the winner of Natural Resources Canada's
ecoEnergy for Personal Vehicles Award for the most fuel-efficient
vehicles for six years running, brought home solid sales results
in June with a 6.2% increase over last year.

"Fuel efficiency is especially important to Canadian consumers
today," Mike Herniak, vice-president, sales and customer service,
Ford of Canada, said. "Many Ford vehicles offer fuel economy that
customers can take to the bank -– from the fuel-efficient line-up
of crossovers, to the award-winning Ford Ranger, to the fuel-
sipping Ford Focus which consumes a mere 5.7 L/100 km on the
highway.

July 1st also marked the launch of Ford of Canada's best prices of
the year with "Ford Family Pricing."  Until September 2nd,
customers across Canada can take advantage of Ford family prices
on most Ford and Lincoln vehicles.  Purchase price adjustments of
up to $11,872 with combined Family Pricing Discount and Canadian
Delivery Allowance and 0 per cent APR purchase financing up to 60
months are available on selected vehicles.

"Summer brings holiday travel, outdoor barbecues and Ford Family
Pricing," Mr. Herniak said.  "Again this year, we are offering the
best prices of the year to extended members of the Ford family
across Canada.  In 2008, there has never been a better time to
visit your local Ford or Ford Lincoln dealership."
  
                            June 2008 Vehicle Sales

                           2008      2007     % Change
                           ----      ----     --------
     Total Vehicles
     --------------
     June                22,001    25,485       -13.7%

     January – June      113,531   118,201       -4.0%

     Total Cars
     ----------
     June                6,750     6,950         -2.9%

     January – June      28,946    30,184        -4.1%

     Total Trucks
     ------------
     June                15,251    18,535       -17.7%

     January – June      84,585    88,017        -3.9%

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: Offers Buyout Options to 300 Louisville Plant Workers
-----------------------------------------------------------------
Ford Motor Company has offered buyout packages for 300 employees
at its Louisville Truck Plant, which produces the F-Series Super
Duty pickup in Kentucky, John D. Stoll of The Wall Street Journal
reports.  The automaker informed the workers that it has to cut
tha plant's workforce later this summer due to the drop of
consumer demand for heavier vehicles.

As disclosed in the Troubled Company Reporter on July 2, 2008,
total Ford Motor sales in June 2008 was down 28% to 174,091 units,
compared to last year's June sales of 242,029.  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%.

Mr. Stoll adds that Ford is paring that shift number in the
stamping, body and paint operations at the plant, which has been
one of the most lucrative plants in its vast production footprint.

On June 30, 2008, the Troubled Company Reporter related that Ford
Motor initiated hourly employee buyouts to cut costs at U.S.
plants that produce sports utility vehicles and pickup trucks as
sales of these products drop.  The automaker has started offering
incentive packages to workers at Louisville Assembly Plant,
Kentucky Truck Plant, and transmission plants in Batavia and
Sharonville in Ohio.  The company had targeted around 8,000
employees to be bought out plant-by-plant, with around 4,200
people accepting the buyouts earlier this year.

                        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.


FOXCO ACQUISITION: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to FoxCo Acquisition LLC and its operating
subsidiary, FoxCo Acquisition Sub LLC, which S&P analyze on a
consolidated basis.  The rating outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to FoxCo Acquisitions Sub LLC's proposed
$535 million senior secured credit facilities, consisting of a
$50 million revolving credit facility due 2014 and a $485 million
term loan due 2015.  The credit facilities are rated 'BB-' with a
recovery rating of '1', indicating our expectation for very high
(90%-100%) recovery of principal in the event of a payment
default.
     
S&P also assigned a 'B-' rating to the company's proposed
$230 million offering of senior unsecured notes due 2016.  The
notes were also assigned a recovery rating of '5', indicating
S&P's expectation for modest (10%-30%) recovery in the event of a
payment default.

Proceeds from the transaction will be used to finance the
acquisition of eight Fox television stations from News Corp. by
FoxCo Acquisition LLC, an investment of Oak Hill Capital Partners.  
Pro forma for the proposed transaction, total debt outstanding was
$734.6 million as of March 31, 2008.
     
"The 'B' rating reflects FoxCo's high debt leverage, a longer-term
concern regarding covenant compliance, weak conversion of EBITDA
into discretionary cash flow because of increased interest
expense, high sensitivity to election cycles, and TV
broadcasting's mature revenue growth prospects," said Standard &
Poor's credit analyst Jeanne Mathewson.  "These factors are only
partially offset by a moderate degree of cash flow diversity among
the company's TV stations in top-50 markets, its good local news
position in most of its markets, broadcasting's good margin and
discretionary cash flow potential, and strong top-50 market
station asset values."
     
FoxCo's pro forma EBITDA margin was about 34% for the 12 months
ended March 31, 2008, which compares favorably with peers'.  Pro
forma EBITDA coverage of interest was low, at 1.5x for the 12
months ended March 31, 2008, and S&P expect it to decline to
around 1.3x in 2009 due to continued economic pressures, despite
expected cost actions by the company.  Pro forma total debt to
EBITDA was high, at 7.0x, for the 12 months ended March 31, 2008,
and S&P expect this metric to increase to roughly 8.0x in 2009.  
Although FoxCo has low working capital and maintenance capital
spending needs, S&P expect the company to generate minimal
discretionary cash flow in 2009 because of its increased debt
burden and capital spending related to high definition and digital
conversion processes.


FREEDOM CERTIFICATES: S&P Places 'B' Cert. Rating Under Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' ratings on
classes A and X from Freedom Certificates US Autos Series 2004-1
Trust on CreditWatch with negative implications.
     
The rating actions reflect the June 20, 2008, placements of the
long-term corporate credit and senior unsecured debt ratings on
Ford Motor Credit Co. (Ford Credit; B/Watch Neg/B-3), a subsidiary
of Ford Motor Co. (Ford; B/Watch Neg/NR), and GMAC LLC (GMAC;
B/Watch Neg/C), a subsidiary of General Motor Corp. (GM; B/Watch
Neg/NR), on CreditWatch with negative implications.
     
The corporate rating actions on Ford and GM and their affiliates
have no immediate rating impact on the Ford and GM-related asset-
backed securities supported by collateral pools of consumer auto
loans or auto wholesale loans.    

Freedom Certificates US Autos Series 2004-1 Trust is a pass-
through transaction, and the ratings on class A and X are based
solely on the lower of the ratings assigned to the underlying
securities, the 7.375% bonds due Feb. 1, 2011, issued by Ford
Credit and the 7.25% notes due March 2, 2011, issued by GMAC.


FREMONT GENERAL: Taps FTI Consulting as Financial Advisor
---------------------------------------------------------
Fremont General Corporation asks the United States Bankruptcy
Court for the Central District of California for permission to
employ FTI Consulting Inc. as its financial advisor.

FTI Consulting will:

   a) assist in developing and implementing cash management
      strategies, tactics and processes; work with the Debtor's
      treasury department and other professionals; and coordinate
      the activities of the representatives of other
      constituencies in the cash management process,

   b) assist with the development of the Debtor's business plan,
      including analysis of potential cost-saving opportunities,
      including overhead and operating expense reductions and
      efficiency improvement, and other related forecasts as may
      be required in the bankruptcy process or by the Debtor for
      other corporate purposes,

   c) assist in negotiations with stakeholders and their
      representatives,

   d) assist and advice the Debtor with respect to the
      identification of core business assets and the disposition
      of assets,

   e) assist with the identification of executory contracts and
      leases and performance of costs evaluations with respect to
      the affirmation or rejection of each,

   f) assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash flow objections and budgets, cash receipts
      and disbursement analysis, and analysis of proposed
      transactions for which the Court approval is sought.

   g) attend meetings and assist in discussions with potential
      investors, banks, and other secured lenders, any committee
      appointed in the Chapter 11 case, the U.S. Trustee, and
      other parties in interest and professionals hired by the
      same, as requested,

   h) analysis of creditor claims and working with the noticing
      agent, if any,

   i) assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfer,

   j) assist in communication and negotiation with outside
      constituents and their advisors,

   k) assist the board in evaluating operational and strategic
      options for the Debtor's obligations,

   l) assist the board in evaluating various strategic options
      which may be contemplated by the Debtor and the board,

   m) assist in the development and implementation of a value
      recovery maximization program for the Debtor and its various
      stakeholders including the coordination of assets sale,
      proceeds recovery, and business wind down activities.  
      Manage and coordinate the working group's efforts in
      operating the business and developing these recovery      
      programs,

   n) assist in the development of the Debtor's schedules of
      financial affairs and ongoing reporting obligations and
      other Chapter 11 administrative type of functions, and

   o) assist other matters as may be requested that fall within
      the firm's expertise and that are mutually agreeable with
      the Debtor including serving in other officer positions, if
      requested.

The firm will appoint other officers as necessary and appropriate.

The firm's professionals and their compensation rates are:

      Designations                     Hourly Rates
      ------------                     ------------
      senior managing director          $650-$715
      directors/managing director       $475-$620
      consultants/senior consultant     $235-$415
      administration/paraprofessionals   $95-$190

Albert S. Conly, a senior managing director of the firm, assures
the Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                       About Fremont General

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

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

Fremont General Corp. filed for Chapter 11 protection on
June 18, 2008, (Bankr. C.D. Calif. Case No.: 08-13421) Scott H.
Yun, Esq. and Whitman L. Holt, Esq. represent the Debtor in its
restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims agent.  The U.S. Trustee for Region
16 has not appointed creditors to serve on an Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, its listed total assets of $643,197,000 and total
debts of $320,630,000.


GERDAU AMERISTEEL: Strong Performance Cues S&P's Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Tampa,
Florida-based Gerdau Ameristeel Corp., to stable from negative.  
All ratings are affirmed, including the 'BB+' corporate credit
rating.
     
"The outlook revision reflects Gerdau's strong recent operating
performance, partly as a result of the significant contribution
from the Chaparral acquisition; solid credit metrics; and
currently favorable industry conditions, characterized by low
import competition that has allowed steel producers to realize
high prices despite slowing demand in some markets," said Standard
& Poor's credit analyst Marie Shmaruk.
     
Although debt levels remain somewhat high at this point in the
cycle, the company has minimal near-term debt maturities and
adequate free cash flow generation.  Moreover, S&P expect Gerdau
Ameristeel will have sufficient cash on hand and generate
sufficient cash flow in the next several quarters to fund capital
expenditures and smaller bolt-on acquisitions without meaningfully
increasing leverage.  Total debt, adjusted for pension and other
postretirement benefits and operating leases, was about
$3.3 billion on March 31, 2008, and debt to EBITDA was about 2.7x,
with debt to capitalization at 46%.  The company has historically
targeted debt to EBITDA below 2.5x and debt to capital of less
than 35%.
     
The rating reflects the company's highly cyclical and intensely
competitive product mix, predominantly composed of commodity steel
products; industrywide cost pressures; aggressive growth strategy,
and currently high financial leverage.  The rating also reflects
its good market share in long products, the enhanced product
offering gained from Chaparral, its historically conservative
financial policy, and the support of Gerdau S.A., which guarantees
the debt incurred to acquire Chaparral.
     
Gerdau Ameristeel is the second-largest minimill steel producer in
North America with total annual melt capacity of approximately 12
million tons of mill-finished steel product.  The company is also
somewhat vertically integrated and operates a total of 19
minimills; 19 scrap recycling facilities, which meet more that 30%
of its internal scrap needs; and 65 downstream manufacturing
facilities.  The company owns 50% of a joint venture (Gallatin)
that produces flat-rolled steel.  The Gallatin venture is a low-
cost operation and has been a consistent and meaningful
contributor to earnings and cash flow.


GENERAL MOTORS: Bankruptcy Fears Overblown, JPMorgan Analyst Says
-----------------------------------------------------------------
JPMorgan analyst Himanshu Patel said in a conference call Thursday
that General Motors Corp. is not "in danger of an imminent
bankruptcy" and that bankruptcy fears have been overblown, the
Associated Press reports.

Mr. Patel, however, said GM will need to raise about
$10,000,000,000 to weather the downturn in U.S. auto sales, AP
continues.

As reported by the Troubled Company Reporter yesterday, Merrill
Lynch analyst John Murphy said a bankruptcy filing for GM is not
impossible "if the market continues to deteriorate and significant
incremental capital is not raised."  Mr. Murphy, in a research
note, said GM will need to raise $15,000,000,000 in capital to
fund its operations for the next two years.  Mr. Murphy, according
to the reports, warned GM is burning through cash faster than
investors realize.

In his post at MLive.com, Rick Haglund, citing an industry expert,
said GM could file for Chapter 11 for its North American
operations, similar to what Delphi Corp. did in 2005.  Mr. Haglund
said GM is profitable and growing in every other region of the
world in which it operates.

According to Dow Jones, Shelly Lombard, an auto analyst at Gimme
Credit, said while GM may need additional liquidity, some of the
money required may just be cash for an "emotional security
blanket" to assuage investors' anxiety.

David Welch, in his post at BusinessWeek, noted that GM's stock is
trading at under $10 a share and that the company's market
capitalization is roughly $5,700,000,000.  Mr. Welch said certain
investors could buy control of GM for less than $3,000,000,000,
pointing out that billionaire investor Kirk Kerkorian could come
up with that money, since he tabled a $4,500,000,000 bid for
Chrysler LLC last year.  Mr. Kerkorian is already invested in
Ford, and hence not a candidate for a run at GM, Mr. Welch added.

GM's shares slid to a 54-year low Wednesday due to bankruptcy
fears.  GM shares are up 3.6% to $10.34 Thursday, AP notes.

Mr. Patel believes GM doesn't need cash immediately, since it has
enough to fund what Mr. Patel expects will be an $18,000,000,000
cash burn through 2009, AP relates.  Mr. Patel also believes GM
will attempt to raise funds and announce further restructuring in
the third quarter of 2008, AP adds.

                  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.


GENERAL STORE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: General Store Properties LLC
        dba Canton Feed and Supply LLC
        465 Albany Turnpike
        Canton, CT 06019

Bankruptcy Case No.: 08-20843

Type of Business: Dana Mathes is the sole member of the Debtor.

Chapter 11 Petition Date: May 9, 2008

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: Anthony s. Novak, Esq.
                  (anthonysnovak@aol.com)
                  Lobo & Novak LLP
                  1331 Silas Deane Highway #202
                  Weatherford, CT 06109
                  Tel: (860) 257-1980
                  Fax: (860) 257-1988

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/ctb08-20843.pdf


GEORGETTE LIGHTPIPE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Georgette Lightpipe
        fka Georgette Abeyta
        fka Georgette Wahl
        20132 Cove Circle
        Huntington Beach, CA 92646

Bankruptcy Case No.: 08-12797

Description: The Debtor's estranged spouse, Thomas Lightpipe,
             filed separate voluntary chapter 11 petition on
             April 14, 2008 (Bankr. C.D. Calif. Case No.
             08-14009).

Chapter 11 Petition Date: May 21, 2008

Court: Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Robert B. Rosenstein, Esq.
                  (robert@rosenhitz.com)
                  Rosenstein & Hitzeman, AAPLC
                  28600 Mercedes St Ste 100
                  Temecula, CA 92590
                  Tel: (951) 296-3888
                  Fax: (951) 296-3889

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/cacb08-12797_pet.pdf

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

            http://bankrupt.com/misc/cacb08-12797_cred.pdf


GLOBAL LAND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Global Land Development Inc.
        27305 West Live Oak Road A-1403
        Castaic, CA 91384

Bankruptcy Case No.: 08-13384

Description: The Debtor filed chapter 11 petition on Feb. 1, 2007
             (Case No. 07-10358).  Its affiliate, USA SB Homes
             Inc., filed chapter 11 petition on July 5, 2007
             (Bankr. Los Angeles Case No. 07-14074).  Both cases
             were subsequently dismissed.

Chapter 11 Petition Date: May 23, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Andrew Kim, Esq.
                  3701 Wilshire Boulevard, #1050
                  Los Angeles, CA 90010
                  Tel: (213) 386-4497

Estimated Assets: $1,00,001 to $10,000,000

Estimated Debts:  $100,001 to $500,000

The Debtor did not file a list of unsecured creditors.


GREEN VALLEY: S&P Holds 'B' Rating and Revises Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based Green Valley Ranch Gaming LLC to negative from
stable.  At the same time, S&P affirmed the ratings on the
company, including the 'B' corporate credit rating.
     
"The outlook revision reflects our concern that ongoing softness
in the Las Vegas locals market will continue to drive earnings
declines, leading to weaker credit measures," said Standard &
Poor's credit analyst Ben Bubeck.  In addition, operating softness
may pressure GVR's ability to maintain compliance with its bank
covenants, despite the fact that covenant levels under its bank
facility were recently amended.  GVR has only a small amount
outstanding under its revolving credit facility, but it is
currently generating a modest amount of free cash flow, which,
along with cash balances, could be used to pay down the revolver
balance to avoid a covenant violation.  However, S&P view the
potential loss of access to this facility negatively.
     
The rating on GVR reflects the company's reliance on a single
source of cash flow, highly competitive market conditions, and a
tough operating environment given weak economic conditions.  It
also reflects weak credit metrics following a special dividend to
owners in early 2007, with leverage of more than 7x and EBITDAM
interest coverage of less than 2x as of March 31, 2008.  These
factors are offset partially by the property's high quality and
good location, as well as solid market demographics.
     
GVR, the owner of Green Valley Ranch Resort Spa Casino, is 50%
owned by Station Casinos Inc., which also manages the facility.


GREENWICH CAPITAL: S&P Puts Low-B Ratings on Eight Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s series 2006-FL4
and removed them from CreditWatch with negative implications,
where they were placed on March 19, 2008.  Concurrently, S&P
lowered its ratings on seven other classes, including the "GSM,"
"MON," and "WSC" raked certificates, from this transaction that
were not previously on CreditWatch.  S&P also raised its ratings
on the "TRU" raked certificates and affirmed our ratings on 12
other classes from this series.
     
The downgrades reflect Standard & Poor's analysis of the
Mondrian-Scottsdale, Galleria Sheraton-Metairie, Westchester
Shopping Center, and Scripps Center loans, as well as the
previously specially serviced Greenwich Residential loan.  
Together, these loans represent 16% of the pooled balance.  
Current operating performance for the five properties is not
meeting Standard & Poor's initial expectations and is discussed in
further detail below.  The other 15 loans representing 84% of the
pooled balance are secured by collateral that is performing at or
close to S&P's initial expectations.
     
The raised and affirmed ratings reflect Standard & Poor's analysis
of the remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.
     
As of the June 6, 2008, remittance report, the pooled trust
collateral consisted of the senior participation interests in 17
floating-rate interest-only mortgage loans, two floating-rate
interest-only whole-mortgage loans, and one pari passu interest-
only mortgage loan.  All of the loans are indexed to one-month
LIBOR.  The pool balance has declined 41% to $585.7 million since
issuance.
     
Details on the five underperforming loans are:

     -- Greenwich Residential, the sixth-largest loan in the pool,
        has a whole-loan balance of $43.8 million that is split
        into three participation pieces: a $27.4 million senior
        interest that makes up 5% of the pooled trust balance and
        two nontrust subordinate interests totaling $16.4 million.  
        This loan was originally secured by a 34-unit condominium
        conversion project in Greenwich, Connecticut.  Based on
        discussions with the special servicer, the unit pricing
        may have been too high reflecting a softening market, and
        only two units have sold to date. Following the transfer
        of the loan to the special servicer on Feb. 6, 2008, due
        to a monetary default, the loan was cured and made
        current.  

        The preferred equity holder has taken control of the
        borrower and has infused additional capital into the
        project.  In addition, the terms of the loan have been
        modified.  The modifications include providing four
        six-month extension options instead of the previous one
        one-year extension option, reducing the minimum release
        prices, and changing the maturity date to February 2009.

        The borrower is currently marketing a few units at a time
        for sale while renting out the other vacant units. A
        $11.7 million appraisal reduction amount was in effect
        against the loan based on an updated March 2008 appraisal,
        which indicates a valuation decline to $38.9 million from
        $55.2 million at issuance.  Standard & Poor's incorporated
        the revised appraisal assumptions to derive a valuation
        that is significantly below its level at issuance.  

     -- Mondrian - Scottsdale, the ninth-largest loan in the pool,
        has a whole-loan balance of $26.0 million that is divided
        into two pieces: a $23.4 million senior pooled component
        that makes up 4% of the pooled trust balance and a
        $2.6 million subordinate nonpooled component that provides
        the sole source of cash flow for the "MON" raked
        certificates.  In addition, the borrower's equity
        interests in the property secure a $14.0 million mezzanine
        loan.  A 194-room full-service boutique hotel in
        Scottsdale, Arizona, secures this loan.  The loan appears
        on the servicer's watchlist because it reported a negative
        cash flow for the nine months ended September 2007 and
        because of its June 2008 maturity date.  The borrower has
        since exercised one of its three one-year extension
        options.  

        Year-end 2007 occupancy was 56%. Based on Standard
        & Poor's review of the borrower's 2007 operating
        statements and 2008 budget, its current valuation is
        significantly below its level at issuance.  The property
        is currently performing below its expectations due to a
        substantial increase in operating expenses and a low
        occupancy rate, which S&P attribute to a weakened local
        economic market and delayed renovation work.

     -- Galleria Sheraton Metairie, the 19th-largest loan into the
        pool, has a whole-loan balance of $17.0 million that is
        comprised of a $8.5 million senior pooled component that
        makes up 1% of the pooled trust balance, a $2.0 million
        subordinate nonpooled component that supports the "GSM"
        raked certificate classes, and a $6.5 million nontrust
        junior participation interest.  This loan, secured by a
        seven-story, 182-room hotel in Metairie, Louisiana, is on
        the servicer's watchlist because it reported a low debt
        service coverage of 0.29x as of September 2007.  Occupancy
        was 65% as of December 2007.  Standard & Poor's adjusted
        net cash flow is significantly below its level at
        issuance.  Operating performance has been affected by
        depressed average room rates at the hotel coupled with
        weak local market conditions that has driven down
        occupancy.  The loan matures in June 2009, and has two
        one-year extension options remaining.

     -- Westchester Shopping Center, the 12th-largest loan in the
        pool, has a whole-loan balance of $38.0 million.  The
        loan, secured by a 157,350-sq.-ft. neighborhood shopping
        center in Los Angeles, California, consists of a
        $18.6 million senior pooled component that makes up 3% of
        the pooled trust balance, a $3.2 million subordinate
        nonpooled component that is raked to the "WSC"
        certificates, and a $16.2 million nontrust junior
        participation interest, $13.2 million of which has been
        funded to date.  Wachovia reported a DSC of 1.09x as of
        June 2007 and 100% occupancy as of May 2008.  Standard &
        Poor's NCF has declined 11% since issuance because of
        lower than expected rental income.   The loan matures in
        February 2009 and has two one-year extension options
        remaining.      

     -- Scripps Center, the 13th-largest loan in the pool, has a
        whole-loan balance of $36.6 million.  The loan,
        collateralized by three class B office/research and
        development buildings totaling 229,100 sq. ft. in Costa
        Mesa, California, consists of a $17.7 million senior
        pooled component that makes up 3% of the pooled trust
        balance, a $2.3 million subordinate nonpooled component
        that supports the "SCR" raked certificates (not rated by
        Standard & Poor's), and a $16.6 million nontrust junior
        participation interest.  The master servicer, Wachovia
        Bank N.A., reported a 0.52x DSC as of September 2007 and
        48% occupancy as of May 2008, compared with a 2.91x DSC
        and 64% occupancy at issuance.  Standard & Poor's current
        valuation is 21% below its level at issuance.  The loan
        matures in December 2008 and has two one-year extension
        options remaining.

In addition to the aforementioned loans, Wachovia reported eight
additional loans on its watchlist; details of these loans are:

     -- The largest loan on the servicer's watchlist and second-
        largest loan in the pool, Metropolitan Tower, has a
        $145.5 million whole-loan balance.  This loan consists of
        a $72.8 million senior pooled component that makes up 12%
        of the pooled trust balance, a $8.7 million subordinate
        nonpooled component that is raked to the "MET"
        certificates (not rated by Standard & Poor's), and two         
        nontrust junior participation interests totaling
        $63.9 million, of which $54.0 million has been funded to
        date.  A 259,800-sq.-ft. class A office building that         
        represents a condominium interest in the first 18 stories
        of a 66-story building in midtown Manhattan secures this
        loan.  The loan is on the watchlist due to a low DSC of
        0.17x as of September 2007.  The property underwent a
        $1.7 million lobby renovation that was completed in
        October 2007.  The collateral was 40% occupied one and a
        half years ago and is currently 72% occupied as of March
        2008.  Standard & Poor's current valuation is comparable
        to its level at issuance.  The loan matures in November
        2009 and has two one-year extension options remaining.

     -- CityWest, the fourth-largest loan in the pool, has
a                 
        whole-loan balance of $92.4 million that is split into
        three participation pieces: a $52.3 million senior
        interest that makes up 9% of the pooled balance and two
        nontrust junior interests totaling $40.1 million, of which
        $38.3 million has been funded to date.  The loan,
        collateralized by two class A office buildings totaling
        723,650 sq. ft. in Houston, Texas, was placed on
        Wachovia's watchlist due to a low DSC of 0.96x as of June
        2007 and its July 2008 maturity date.  The borrower has
        since exercised one of its three one-year extension
        options.  Occupancy was 89% as of November 2007. Standard
        & Poor's adjusted NCF is comparable to its level at
        issuance.

     -- Sheraton Gateway LAX, the fifth-largest loan in the pool,
        has a whole-loan balance of $80.0 million.  The loan,
        secured by an 802-key full-service hotel adjacent to the
        LAX International Airport in Los Angeles, California,
        consists of a $42.4 million senior pooled component that
        makes up 7% of the pooled trust balance, a $1.0 million
        subordinate nonpooled component raked to the "N-LAX"
        certificate (not rated by Standard & Poor's), and a
        $36.6 million nontrust junior participation interest.  In
        January 2007, a $5.3 million ballroom renovation project
        was completed at the hotel.  The loan is on the servicer's
        watchlist because it reported a low DSC of 0.91x as of
        June 2007.  Occupancy was 82% as of year-end 2007.
        Standard & Poor's adjusted NCF declined 7% since issuance.  
        The loan matures November 2008, and has three one-year
        extension options remaining.

     -- Northwest Plaza Shopping Center, the eighth-largest loan
        in the pool, has a whole-loan balance of $30.0 million
        that is split into a $25.4 million senior pooled component
        that makes up 4% of the pooled trust balance and a
        $4.6 million subordinate nonpooled component that provides
        the sole source of cash flow for the "NW" raked
        certificates (not rated by Standard & Poor's).  The loan,
        secured by a 1.7 million-sq.-ft. regional retail mall and
        a 12-story, 152,600-sq.-ft. class B office building in
        St. Ann, Mo., appears on the servicer's watchlist due to a
        drop in DSC to 1.50x as of September 2007 from 3.29x at
        issuance.  Occupancy was 64% as of December 2007, compared
        with 80% at issuance.  The sponsors, after refinancing
        this loan, plan to shut down the mall for one to two years
        to completely redevelop and reposition the mall.  The         
        sponsor's redevelopment plans are progressing in line with
        S&P's expectations at issuance.  The loan matures in June
        2009 and has two one-year extension options remaining.

     -- Trumbull Data Center, the 10th-largest loan in the pool,
        has a $31.2 million whole-loan balance that consists of a
        $21.9 million senior pooled component that makes up 4% of
        the pooled trust balance, a $5.3 million subordinate
        nonpooled component that supports the "TRU" raked
        certificates, and a $4.0 million nontrust junior
        participation interest.  The loan, secured by a two-story,
        45,000-sq.-ft. office building and a three-story, 59,600-
        sq.-ft. data center building in Trumbull, Connecticut, is
        on Wachovia's watchlist due to its upcoming August 2008
        maturity date.  The borrower intends to exercise one of
        its three one-year extension options.  Occupancy was 87%
        as of January 2008.  Standard & Poor's valuation increased
        36% since issuance.

     -- 260 East 161st Street, the 11th-largest loan in the pool,
        has a whole-loan balance of $30.0 million.  The loan,
        collateralized by a 10-story, 223,600-sq.-ft. class B
        office building in Bronx, N.Y., consists of a $20.2
        million senior pooled component that makes up 3% of the
        pooled trust balance, a $0.8 million subordinate nonpooled
        component that is raked to the "N-E161" certificate (not
        rated by Standard & Poor's), and a $9.0 million nontrust
        junior participation interest.  The loan is on the
        servicer's watchlist due to drop in occupancy from 100% at
        issuance to 88% as of December 2007.  Reported DSC was
        1.43x as of June 2007.  Standard & Poor's NCF was
        comparable to its level at issuance.  The loan matures in
        April 2009 and has two one-year extension options
        remaining.

     -- Plaza Del Sol, the 15th-largest loan in the pool, has a
        whole-loan balance of $24.2 million and is collateralized
        by a 196-unit multifamily complex with 12,250-sq.-ft.
of         
        retail space in Santa Ana, California.  The loan consists
        of a $15.9 million senior pooled component that makes up
        3% of the pooled trust balance and a $2.2 million
        subordinate nonpooled component that provides the sole
        source of cash flow for the "PDS" raked certificates, and
        a $6.1 million nontrust junior participation interest.  
        Wachovia placed this loan on its watchlist because it
        reported a low DSC of 0.36x as of September 2007.  
        Occupancy was 93% as of March 2008. Standard & Poor's
        adjusted NCF was comparable to its level at issuance.  The
        loan matures in March 2009 and has two 12-month extension
        options remaining.

     -- 2600 West Olive Avenue, the 18th-largest loan in the pool,
        has a $38.6 million whole-loan balance.  The loan, secured
        by a class A, 148,300-sq.-ft. office building in Burbank,
        California, consists of a $15.7 million senior pooled
        component that makes up 3% of the pooled trust balance
and         
        a $6.4 million subordinate nonpooled component that
        supports the "2600" rake certificates (not rated by
        Standard & Poor's), and a $16.6 million nontrust junior
        participation interest.  This loan is on Wachovia's
        watchlist because it reported a low DSC of 0.13x as of
        September 2007 and a low occupancy of 58% as of May 2008.  
        Standard & Poor's current evaluation arrived at a NCF that
        is 7% higher than its level at issuance.  The loan matures
        in December 2008 and has two one-year extension options
        remaining.

       Ratings Lowered and Removed from Creditwatch Negative
   
            Greenwich Capital Commercial Funding Corp.
   Commercial mortgage pass-through certificates series 2006-FL4

                  Rating
                  ------
      Class    To        From              Credit enhancement
      -----    --        ----              ------------------
      J        BB        BBB/Watch Neg            4.27%
      K        BB-       BBB/Watch Neg            3.03%
      L        B         BBB-/Watch Neg            N/A

                         Ratings Lowered
   
             Greenwich Capital Commercial Funding Corp.
   Commercial mortgage pass-through certificates series 2006-FL4

                       Rating
                       ------
           Class    To        From     Credit enhancement
           -----    --        ----     ------------------
           G        BBB       A-              9.69%
           H        BBB-      BBB+            6.69%
           N-GSM    B         BBB+             N/A
           O-GSM    B-        BBB-             N/A
           N-MON    B         BBB              N/A
           O-MON    B-        BBB-             N/A
           P-WSC    BB+       BBB-             N/A

                          Ratings Raised
   
            Greenwich Capital Commercial Funding Corp.
   Commercial mortgage pass-through certificates series 2006-FL4

                        Rating
                        ------
           Class     To        From   Credit enhancement
           -----     --        ----   ------------------
           N-TRU     AA+       AA-            N/A
           O-TRU     A+        A-             N/A
           P-TRU     A-        BBB            N/A
           Q-TRU     BBB+      BBB-           N/A
           S-TRU     BBB-      BB+            N/A

                          Ratings Affirmed
   
            Greenwich Capital Commercial Funding Corp.
   Commercial mortgage pass-through certificates series 2006-FL4

             Class          Rating   Credit enhancement
             -----          ------   ------------------
             A-1            AAA            70.73%
             A-2            AAA            31.39%
             B              AA+            25.35%
             C              AA             20.11%
             D              AA-            17.04%
             E              A+             14.18%
             F              A              12.26%
             X-2            AAA              N/A
             N-WSC          A-               N/A
             O-WSC          BBB              N/A
             N-PDS          BBB+             N/A
             O-PDS          BBB-             N/A


                      N/A -- Not applicable.


HANCOCK FABRICS: Plan Confirmation Hearing Set for July 22
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
scheduled a hearing to consider confirmation of the Joint
Consolidated Plan of Reorganization of Hancock Fabrics Inc. and
its debtor-affiliates for July 22, 2008, at 10:00 a.m., Eastern
Time.  Parties have until July 15, 4:00 p.m., Eastern Time, to
file objections to the Plan.

The Court approved the form, manner and sufficiency of the notice
of confirmation hearing and disclosures regarding the Plan, to be
transmitted to all creditors, stockholders, and parties-in-
interest in the Chapter 11 cases.

The Court also approved the terms of, and authorized the Debtors
to enter into, the commitment letter and fee letter for the
backstop of the Debtors' offering of $20,000,000 of secured
notes and warrants to purchase 8,000,000 shares of Hancock
Fabrics, Inc. common stock pursuant to a rights offering.

As reported in the Troubled Company Reporter on June 12, 2008,
the Debtors delivered on June 10, 2008, to the Court a joint
consolidated Chapter 11 plan of reorganization.

Under the plan, among other things, general unsecured creditors
will receive cash equal to 104.93% of their claims.

The Debtors' Plan is financed in part by a rights offering to
raise $20,000,000.  The offering to current shareholders is for
five year floating rate notes to be secured by a lien on assets
junior to the bank financing.  Hancock will have the right for the
first year to pay interest with more notes.

The sale of the $20,000,000 in notes is being backstopped by
Sopris Capital Partners LP, Berg & Berg Enterprises, LLC, and
Trellus Management who are obligated to purchase any of the notes
not bought by shareholders.

The Debtors have also secured a $100,000,000 commitment for a exit
revolving credit from General Electric Capital Corp.  The
commitment will expire if Hancock won't have the Chapter 11 plan
confirmed and won't emerged from reorganization by August 29,
2008.

A full-text copy of the Debtors' Plan is available for free at:

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

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.

(Hancock Fabric Bankruptcy News, Issue No. 36, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


HAVEN HEALTHCARE: To Sell Nursing Homes for $93 Mil. Credit Bid
---------------------------------------------------------------
The Hon. Albert Dabrowski of the U.S. Bankruptcy Court for the
District of Connecticut considered on Wednesday, July 2, 2008, a
request by Haven Healthcare Management LLC and its debtor-
affiliates to sell their nursing homes to secured creditors for a
$93 million credit bid, Jamie Mason of The Deal says.

Judge Dabrowski has not decided on the matter, Debtors' counsel,  
Andrew P. Lederman, Esq., of Moses & Singer LLP said, according to
The Deal.  Mr. Lederman added that given the urgency of the
matter, the Judge will hopefully issue a ruling soon, The Deal
says.

Court documents show that after two failed attempts to sell the
nursing homes, there is no other option for the Debtors besides
the credit bid, The Deal notes.

Haven related that the credit bid sale is in the best interest of
the estate, court documents show, The Deal says.  Haven said that
it has no cash or financing to continue after July 7, 2008, the
operation of the assets whose value is deteriorating, court
filings also show, The Deal adds.  CapitalSource Finance LLC,
Nationwide Health Properties Inc., and Omega Healthcare Investors
Inc. have agreed to provide $50 million debtor-in-possession fund
for the Debtors until Monday, July 7.

Haven also asserted court documents that selling the assets to
secured creditors won't disrupt nursing homes residents and won't
threaten workers' jobs, The Deal notes.

            Formation Capital's $85MM Buyout Deal Fails

The Troubled Company Reporter related on July 1, 2008, that a deal
to sell the Haven's nursing homes has collapsed two weeks after it
was disclosed, forcing state officials to devise a new plan to
operate the chain.

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

Prior to the sale deal with Formation Capital, the nursing homes
were markted to LifeHouse Retirement Properties Inc. for $105
million, The Deal relates.  However, LifeHouse withdrew from the
sale set for May 19, 2008, when the state said that its new
Medicaid reimbursement rates for Haven residents were lowered, The
Deal reports.

                      Omega to Operate Chain

A back-up plan is to turn over the homes to three secured
creditors who provided financing for Haven, the TCR said.  
CapitalSource, Nationwide, and Omega would oversee the homes using
operators approved by the state.

In a press statement, Omega stated that, together with an
experienced nursing home management team, it has formed a new
company to operate the 15 Haven facilities located on real
estate it owns.  This was due to the termination of a third
party's agreement to acquire substantially all of the assets of
its subsidiary, Haven Eldercare LLC, out of bankruptcy.

Omega expected the Court to approve the new management team taking
control based on Omega's rights as a lessor and a secured creditor
under existing agreements.

                Committee Balks at Credit Bid Offer

The Official Committee of Unsecured Creditors said that the Debtor
has the alternative to abandon the assets to its lenders and the
state outside of bankruptcy if it deems the assets are burdensome
or has no benefit to the estate, The Deal relates.

The sale of Haven, the Committee said, may effectively end the
case but leaves no fund for the unsecured, administrative, and
priority creditors, The Deal notes.

               About Omega HealthCare Investors Inc.

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

                     About Haven Healthcare

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

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

                            *    *    *

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


HOLMES FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Holmes Family Interests, Inc.
        2616 Thomas Ave.
        Dallas, TX 75204

Bankruptcy Case No.: 08-41744

Chapter 11 Petition Date: July 2, 2008

Court: Eastern District of Texas (Sherman)

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.


IMMUNICON CORP: Court Approves Bid Procedures for Sale of Assets
----------------------------------------------------------------
The United States Bankruptcy Court in Wilmington, Delaware,
approved bidding procedures for the sale of the assets of
Immunicon Corp., Bill Rochelle of Bloomberg News reports.

Immunicon reached an agreement with Veridex LLC, a subsidiary of
Johnson & Johnson, to sell its assets for at least $31 million,  
Mr. Rochelle says.

An auction will take place on July 29, 2008, followed by a sale
hearing on July 30, 2008, the report relates.

According to Bloomberg, in the event Immunicon consummates the
sale of its assets with another party, Veridex will be paid a
$1 million break-up fee plus $300,000 in expense reimbursement.

Headquartered in Huntington Valley, Pennsylvania, Immunicon
Corporation -- http://www.immunicon.com/-- offers products and  
services for cell analysis and molecular research.  The company
filed for Chapter 11 protection on June 11, 2008 (Bankr. D. Del.
Case No.08-11178).  Sheldon K. Rennie, Esq., at Fox Rothschild
LLP, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection against its creditors, it listed total
assets of $9,231,264 and total debts of $24,309,838.


INTELSAT JACKSON: S&P Assigns 'BB-' Rating on $811MM Credit Deal
----------------------------------------------------------------
On July 2, 2008, Standard & Poor's Ratings Services assigned a
'BB-' issue-level rating and a '1' recovery rating to Intelsat
Jackson Holdings Ltd.'s $811 million senior unsecured credit
agreement due 2014.  The '1' recovery rating indicates the
expectation for very high (90%-100%) recovery in the event of a
payment default.  IJH is an indirect subsidiary of Bermuda-based
Intelsat Ltd. (B/Stable/--).  The 'B' corporate credit rating on
parent Intelsat Ltd. remains unchanged and the outlook is stable.  

Intelsat is the largest provider of fixed satellite communications
services worldwide, supplying voice, data, and video connectivity
globally through its fleet of 53 owned satellites.  Proceeds from
the new debt will be used to finance the repurchase of debt
tendered as a result of change of control offers triggered by the
Feb. 4, 2008, acquisition of the company by an investor group led
by BC Partners and Silver Lake.  The ratings are based on
preliminary terms and conditions and are subject to review of
final documentation.  The ratings on Intelsat reflect a highly
leveraged financial profile that allows for limited financial
flexibility in the medium term and overwhelms very attractive
business characteristics.  

A strong business risk profile reflects the company's global
scale, strong geographic diversification, and strong revenue
backlog that provides for significant cash flow visibility.  This
fundamentally sound business profile enables the company to
support such high levels of leverage at this rating.


ITG VEGAS: Sells Ship for $15 Mil. Under 4-Day Closing Guarantee
----------------------------------------------------------------
ITG Vegas Inc., dba Palm Beach Princess Inc. and Palm Beach Casino
Line, sold its sole ship, Palm Beach Princess, for $15 million to
International Casinos SA and IKO Cruise Lines LLC under a quick
sale, Terry Brennan of The Deal relates.

The two buyers outbid Shipping & Leisure Holdings LLC, which also
offered $15 million, by guaranteeing sale closing within four
days, the report says.  However, the sale, according to an
undisclosed attorney, will close either July 10 or July 11 due to
some technical filing problems with the U.S. Bankruptcy Court for
the Southern District of Florida, The Deal says.

Should the two buyers fail to close the sale, Shipping & Leisure
will stand as back-up bidder, court documents disclose, The Deal
notes.

Mark Calvert, chapter 11 trustee, conducted an auction on Tuesday,
July 1, 2008, without a stalking horse bidder, The Deal relates.  
Mr. Calvert was appointed as the chapter 11 trustee on July 23,
2007, The Deal adds.

The Troubled Company Reporter said on Dec. 11, 2006, that Palm
Beach Princess, which is the Debtor's main operation, suffered a
$12 million net loss on $24.7 million of revenue for the first
nine months of 2006, in contrast to a $7.6 million loss on
$26.3 million of revenue in 2005.

PDS Gaming Corp., one of the Debtors' creditors, has filed suit
in Palm Beach County Circuit Court last month, alleging a
$38.6 million unpaid claim in loans or the foreclosure on the
boats and equipment under a financing agreement with the
companies.  The Debtors, which are facing state tax liens, also
own two vessels not in service, the Royal Star and the Big Easy.  
The vessels and equipment were valued at $39.6 million and listed
$51.9 million in current debts as of Sept. 30, 2006.

The Debtors plans to ask Monday, July 7, 2008, approval from Judge
Judge Paul Hyman, Jr., to transfer licenses and leases to the new
owners, The Deal quotes court documents as stating.

                         About ITG Vegas

Riviera Beach, Florida-based ITG Vegas Inc., dba Palm Beach
Princess Inc. and Palm Beach Casino Line, --
http://www.pbcasino.com/-- operates coastal entertainment  
cruises.  The Palm Beach Princess vessel operates 14 scheduled
five- to six-hour coastal gambling cruises per week from the Port
of Palm Beach.  ITG Vegas and its seven affiliates filed their
chapter 11 petition on Dec. 4, 2006 (Bankr. S.D. Fla. Lead Case
Nos. 06-16350 through 06-16357).  Judge Steven H. Friedman
presides over the case.  John W. Kozyak, Esq., represents the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy they listed (assets: debts) of: ITG Vegas Inc.
($28,738,364:$38,833,865); ITG Palm Beach LLC
($20,679,047:$36,419,042); Cruise Holdings I LLC
($21,802,340:$41,248,221); Cruise Holdings II LLC
($9,578,942:$35,250,366); Royal Star Entertainment LLC
($3,199,344:$32,979,703); Riviera Beach Entertainment LLC
($0:$37,083,631); Orion Casino Corporation
$4,278,668:$34,006,597); and International Thoroughbred Gaming
Development Corp. ($289,374:$33,606,651).


JAMIE MILOS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jamie L. Milos, DDS
        aka Jamie L. Lung
            Jamie L. Milos-Lung
            Jamie L. Milos DDS PC
        3402 N Trainer Rd
        Rockford, IL 61114

Bankruptcy Case No.: 08-71984

Chapter 11 Petition Date: June 24, 2008

Court: Northern District of Illinois (Rockford)

Debtor's Counsel: Bernard J. Natale
                  Bernard J. Natale Ltd.
                  Suite 201, 6833 Stalter Drive
                  Rockford, IL 61108
                  Tel (815) 964-4700
                  Fax (815) 227-5532
                  Email natalelaw@bjnatalelaw.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/ilnb08-71984.pdf


JASON ROGGENSEE: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jason Ronald Roggensee
        2721 East Tamarisk St.
        Gilbert, AZ 85296

Bankruptcy Case No.: 08-07826

Chapter 11 Petition Date: June 27, 2008

Court: District of Arizona (Phoenix)

Judge: Hon. Randolph J. Haines

Debtor's Counsel: Allan D. Newdelman
                  (anewdelman@qwestoffice.net)
                  Allan D. Newdelman PC
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012
                  Telephone (602) 264-4550
                  Fax (602) 277-0144

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

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

A copy of the debtor's petition and a list of its 16 largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/azb08-07826.pdf


LAKESIDE CDO I: Moody's Cuts FR Notes Rating by 4 Notches to B2
---------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Lakeside CDO I, LTD.

Class Description: Class A-1 First Priority Senior Secured
Floating Rate Notes

  -- Prior Rating: Aaa
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

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


LEAR CORP: S&P's 'B+' Rating Unmoved by Proposed Credit Amendment
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Lear Corp.'s proposed
amendment to its senior credit facility to extend the revolving
credit commitments from March 23, 2010, to Jan. 31, 2012, and to
reduce the lender's level of commitment by at least one-third will
have no effect on the company's corporate credit rating
(B+/Stable/--).  

Moreover, new pricing will apply to the extended revolving
commitments, whereby current interest rate margins increase by 100
basis points, and the current facility fee goes up by 25 bps.  S&P
expect Lear's revolving credit facility to remain of sufficient
size after the extension.  S&P will evaluate the effect, if any,
on the  existing recovery ratings on Lear's secured term loan and
unsecured debt issues once the sizes of the old and new revolving
credit commitments are known.


LEINER HEALTH: Has Until July 31 to File Chapter 11 Plan
--------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware extended the exclusive periods of Leiner
Health Products Inc. and its debtor-affiliates to:

   a) file a Chapter 11 plan until July 31, 2008, and

   b) solicit acceptances of that plan until Oct. 11, 2008.

As reported in the Troubled Company Reporter on June 25, 2008,
the Debtors intend to present a Chapter 11 plan of liquidation and
are working out to consummate the sale of all their assets for
$371 million to NBTY Acquisition LLC, the designated stalking-
horse bidder.  The Debtors are also faced with several tasks in
connection with the closing of the sale including the ongoing
investigation by the Department of Justice into over-the-counter
pharmaceutical manufacturing practices at the Debtors' facility in
Fort Mill, South Carolina.

On May 9, 2008, the Debtors sought the Court's permission to enter
into a plea agreement with the DOJ and pay judgment of at least
$10 million.

                      About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  Houlihan Lokey Howard & Zukin Capital,
Inc., provides investment banking and financial advisory services
to the Debtors.  Garden City Group Inc. serves as the Debtors'
noticing, claims and balloting agent.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  The
Committee is represented by Saul Ewing LLP as bankruptcy counsel,
and FTI Consulting Inc., as financial advisors.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors' schedules of assets and liabilities showed total
assets of $133,412,547 and total debts of $477,961,526.


LEONARD BURNS: Case Summary & 2Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Leonard Joseph Burns
        3135 Piute Ave.
        Phoenix, AZ 85050

Bankruptcy Case No.: 08-07550

Chapter 11 Petition Date: June 24, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Blake D. Gunn
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel (480) 710-8677
                  Email bgunn@gunnfirm.com

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

Estimated Debts: 100,001 to $500,000

Debtor's 2 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Kristin Roossin                Personal Loan         $9,500
8863 E. Ann Way
Scottsdale, AZ 85260

Capital One                                          $5,000
P.O. Box 30281
Salt Lake City, UT 84130


LEVITT AND SONS: Files Chapter 11 Plan; Liquidates Assets
---------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates, together with the
Official Committee of Unsecured Creditors, delivered to the U.S.
Bankruptcy Court for the Southern District of Florida a joint plan
of liquidation on June 27, 2008.

Levitt and Sons seeks to wind down its homebuilding operations.  
The plan filing came right as the company's exclusive right to
file a Chapter 11 plan expired on Friday, June 27.

"It's abundantly clear and fair to say that Levitt and Sons will
not reorganize," The South Florida Sun-Sentinel quotes Paul
Singerman, Esq., at Berger Singerman P.A., the company's counsel
as saying.  "It's just an awful market for residential
developers."

The Liquidation Plan designates claims of the company's creditors
into specific classes and provides for the corresponding
treatment for each claim class.  A Plan Administrator will be
appointed to oversee the contemplated winding down process of the
Levitt and Sons business.

               Classification & Treatment of Claims

Under the Debtors' Joint Liquidating Chapter 11 Plan, all claims
against and equity interests:

  * for the LAS Consolidated Debtor are classified into 11
    classes:

     Class    Description
     -----    -----------
        1     Allowed Priority Claims
        2     Allowed Secured Claims of Woodbridge
        3     Allowed Secured Claims of Bank of America, N.A.
        4     Allowed Secured Claims of KeyBank, N.A.
        5     Allowed Secured Claim of AmTrust Bank (Hartwood
              Reserve)
        6     Allowed Secured Claims of Wachovia Bank, N.A.
        7     Allowed Post Petition DIP Financing Secured Claim
              of Wachovia Bank, N.A.
        8     Allowed Other Secured Claims
        9     Allowed General Unsecured Claims
       10     Allowed Subordinated Claims
       11     Allowed Equity Interests

  * for the Tennessee Consolidated Debtor are classified into
    eight classes:

     Class    Description
     -----    -----------
        1     Allowed Priority Claims
        2     Allowed Secured Claims of Regions Bank, N.A.
        3     Allowed Secured Claim of Wachovia Bank, N.A.
        4     Allowed Secured Claim of Financial Federal Savings
              Bank
        5     Allowed Other Secured Claims
        6     Allowed General Unsecured Claims
        7     Allowed Subordinated Claims
        8     Allowed Equity Interests

Claims in Classes LAS-2, LAS-3, LAS-4, LAS-5, LAS-6, LAS-7, LAS-
8, LAS-9, LAS-10, LAS-11, TENN-2, TENN-3, TENN-4, TENN-5 AND
TENN-6, TENN-7 AND TENN-8 are or may be Impaired.

Holders of Claims in Classes LAS-10 and Tenn-7 and Equity
Interests in LAS-11 and Tenn-8 are not expected to receive any
distribution under the Plan, and accordingly, these Holders are
deemed to reject the Plan, and their votes are not being
solicited.

Classes LAS-1 and Tenn-1 are Unimpaired and are, therefore,
conclusively deemed to have accepted the Plan.

The Administrative Expense Claims, Professional Claims and
Priority Tax Claims have not been classified and are deemed not
to be Impaired.

Accordingly, a ballot for acceptance or rejection of the Plan is
being provided only to holders of claims in classes LAS-2, LAS-3,
LAS-4, LAS-5, LAS-6, LAS-7, LAS-8, LAS-9, TENN-2, TENN-3, TENN-4,
TENN-5 AND TENN-6.

A. LAS Consolidated Debtor
                             Estimated
         Class               Recovery  
         -----               ---------
         LAS 1               100%
         LAS 2               Woodbridge settlement
         LAS 3               Based on Collateral  
         LAS 4               Based on Collateral
         LAS 5               Up to 100%  
         LAS 6               Pursuant to DIP Agreement
         LAS 7               Pursuant to DIP Agreement
         LAS 8               Based on Collateral
         LAS 9               Pro rata    
        LAS 10               Pro rata    
        LAS 11               None

B. Tennessee Consolidated Debtor

                             Estimated
         Class               Recovery  
         -----               ---------
        TENN 1               100%
        TENN 2               Regions Bank Sale Order
        TENN 3               Regions Bank Sale Order
        TENN 4               Regions Bank Sale Order
        TENN 5               Based on Collateral
        TENN 6               Pro rata
        TENN 7               Pro rata
        TENN 8               None

John A. Dischner, the Debtors' executive vice president, relates
that at this time, the Debtors cannot estimate the total amount
of unpaid Allowed Administrative Expense Claims that will exist
as of the Effective Date, including unpaid fees and expenses of
professionals, as well as administrative expenses of vendors
under Section 503(b)(9) of the U.S. Bankruptcy Code.

Ordinary course postpetition liabilities will be paid pursuant to
their terms.  Compensation or reimbursement of expenses to
Professionals will be paid to the extent allowed as an Allowed
Administrative Expense by the Court.

Notwithstanding anything to the contrary, the Allowed
Administrative Expense Claims incurred in respect of the Wachovia
Collateral under the Wachovia DIP Loan Agreement, including the
professional fees of the Wachovia Collateral Administrator and
his professionals during the Chapter 11 cases, will be paid
solely from the loan provided by Wachovia Bank, National
Association, pursuant to the Wachovia DIP Loan Agreement or from
proceeds of the Wachovia Collateral or upon other terms
acceptable to Wachovia.  Therefore, neither the LAS Consolidated
Debtor, the Tennessee Consolidated Debtor, nor the Plan
Administrator will have any liability, Mr. Dischner says.

Under the Plan, each Holder of an Allowed Priority Tax Claim will
receive Cash equal to the amount of the allowed claim, without
postpetition interest or penalty.  At this time, the Debtors
cannot estimate the total amount of unpaid Allowed Priority Tax
claims as of the Effective Date, Mr. Dischner informs the Court.

In addition, the Debtors will pay the United States Trustee the
appropriate sum required pursuant to 28 U.S.C. Section 1930(a)(6)
on the Effective Date, and provide an appropriate affidavit
indicating Cash disbursements for all relevant periods.

Notwithstanding anything to the contrary, the Plan Administrator
and the Wachovia Collateral Administrator will also pay the U.S.
Trustee the appropriate sum for post-confirmation periods within
the time periods set forth in Section 1930(a)(6) until the
earlier of the closing or upon dismissal of the applicable
Chapter 11 case, or conversion of the Chapter 11 case to another
chapter under the Bankruptcy Code.  Upon payment of each post-
confirmation payment, the Plan Administrator and Wachovia
Collateral Administrator will provide the U.S. Trustee with a
quarterly report and appropriate affidavit indicating income and
disbursements for the relevant periods.

Mr. Dischner says that, as of June 27, 2008, the Debtors have
paid all fees due and owing the U.S. Trustee.  The Plan
Administrator and Wachovia Collateral Administrator, as
applicable, anticipate paying all fees through confirmation of
the Plan and thereafter, as provided.

If, and to the extent, Wachovia has an Allowed General Unsecured
Claim under and pursuant to the Wachovia DIP Loan Agreement,
Wachovia will not participate in any Distribution in Class LAS 9
in respect of the $1,000,000 Admin Cap and the $3,000,000 cash
Guaranteed Amount pursuant to the DIP Agreement.

                         Disputed Claims

No Distribution will be made with respect to any Disputed Claim
unless and until that claim becomes an Allowed Claim.

The Plan Administrator will establish a Disputed Claims Reserve
for each Disputed Claim.  The reserve will be funded with Cash
representing the Pro Rata Share of the Cash that would otherwise
be distributed to the Holders of each Disputed Claim, if that
claim was allowed.

If and when a Disputed Claim or any portion of that claim becomes
a Disallowed Claim, the Pro Rata Share of the distributions to
which each Holder of an Allowed Claim in the Class of Claims to
which the Disputed Claim belongs, will increase commensurately.

A full-text copy of the Levitt and Sons Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?2ed9

                      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 and 24; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LINENS N THINGS: Asks Court to Approve $100MM Trade Vendor Program
------------------------------------------------------------------
Linens 'n Things, Inc., Linens Holding Co., and their affiliated
entities are currently obtaining trade credit terms from their
suppliers.  To induce their suppliers to further extend trade
credit terms, the Debtors have created a trade vendor payment
program, which they believe will heighten vendors' confidence and
provide significant benefits to their organization.

Mark D. Collins, Esq., at Richards, Layton & Finger P.A., in
Wilmington, Delaware, says the Trade Vendor Payment Program
utilizes the Debtors' ability in the $700,000,000 DIP Facility to
obtain letters of credit to fund postpetition obligations to,
inter alia, postpetition vendors.  Pursuant to the program, the
Debtors will obtain a $100,000,000 letter of credit for the
benefit of postpetition suppliers, he adds.

The Trade Vendor Program will provide the Debtors' suppliers with
the credit support required to enhance the flow of goods to the
Debtors on trade credit terms of at least 45 days which will
significantly benefit the Debtors' reorganization efforts.

Pursuant to Sections 105(a) and 363 of the Bankruptcy Code, the
Debtors ask the U.S. Bankruptcy Court for the District of Delaware
to approve the Trade Vendor Program.

The Debtors and trade creditors who join the Program will be
bound by certain terms and conditions.  These include:

    -- The Letter of Credit will support all amounts owed with
       respect to the goods received from Vendor by Linens 'n
       Things, Inc., on or after the first business day after the
       Trade Credit Program Letter Agreement.

    -- The Aggregate Approved Trade Creditors Account Balance
       will at no time exceed twice the amount of the Letter of
       Credit.

    -- A Vendor must continue to supply and ship goods to Linens
       on normal and customary trade practices.
  
    -- When a Vendor, among other things, fails to meet normal
       industry standards for performance regarding timing and
       completion levels, Linens may disqualify the Vendor from
       the Program.

    -- The trustee under the Collateral Trust Agreement may
       declare a "Program Default" upon the occurrence and the
       continuance of, among other things, a payment default
       under the DIP Credit Facility.

In connection with the Program, the Debtors propose to enter into
a trust agreement with the Collateral Trustee to establish a
trust to be held by the trustee for the benefit of Approved Trade
Creditor Accountholders.  If necessary, Approved Trade Creditors
will be paid from this trust.

The Debtors note that certain trade vendors accepted money from
the Debtors prepetition or postpetition for goods and services
and then failed to supply those goods and services.  The Debtors
request that the subject creditors be required to return all
payments before being being able to apply to the Program.

The Court will commence a hearing on June 27, 2008, at 2:00 p.m.,
to consider the request.  Objections are due June 24.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

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


LITHIUM TECHNOLOGY: Bakhuizen et al. Disclose 30.3% Equity Stake
----------------------------------------------------------------
Bauke Bakhuizen, Cornelis J.M. Borst, Bover B.V., Benno J.G. de
Leeuw, Benno de Leeuw Holding B.V., Robert L.O. du Chatenier,
Chadmin B.V., J.F.G.M. Heerschap, Cornelis L.M. Meeuwis,
Dreamweaver B.V., Johannes C.L. Mol, Green Desert N.V., Walter
J.M. van der Mee beneficially own an aggregate of 276,260,400
shares of Common Stock in Lithium Technology Corp., representing
approximately 30.3% of the then outstanding Common Stock.  All
computations of the percentage of outstanding Common Stock are
based on 670,924,782 shares of Common Stock outstanding as of
May 8, 2008.

As of April 28, 2008, Bakhuizen beneficially owned 36,214,000
shares of Common Stock issuable upon conversion of 14,485.6 shares
of Series C Convertible Preferred Stock, par value $0.01 per
share, representing approximately 5.1% of the then outstanding
Common Stock.

Borst beneficially owned 33,500,000 shares of Common Stock,
consisting of (i) 20,750,000 shares of Common Stock, (ii)
11,250,000 shares of Common Stock issuable upon conversion of
4,500 shares of Series C Preferred Stock and (iii) the right to
receive 1,500,000 shares of Common Stock from the Foundation,
collectively representing approximately 4.9% of the then
outstanding Common Stock.  Borst disclaims beneficial ownership of
any securities of the Issuer owned, or held in accounts managed,
by Fidessa Asset Management S.A. or any of its affiliates.

De Leeuw beneficially owned 5,329,700 shares of Common Stock,
consisting of (i) 105,000 shares of Common Stock (these shares are
held by De Leeuw Holding) and (ii) 5,224,700 shares of Common
Stock issuable upon conversion of 2089.88 shares of Series C
Preferred Stock, collectively representing approximately 0.8% of
the then outstanding Common Stock.

De Leeuw Holding beneficially owned 105,000 shares of Common
Stock, representing approximately 0.0% of the then outstanding
Common Stock.

Du Chatenier beneficially owned 34,193,350 shares of Common Stock,
consisting of (i) 610,000 shares of Common Stock, (ii) 250,000
shares of Common Stock (these shares are held by Chadmin), (iii)
11,983,525 shares of Common Stock issuable upon conversion of
4,793.41 shares of Series C Preferred Stock, (iv) 4,683,150 shares
of Common Stock issuable upon conversion of 1,873.26 shares of
Series C Preferred Stock (these shares are registered in the name
of Du Chatenier and beneficially owned by the minor children of Du
Chatenier) and (v) 16,666,675 shares of Common Stock issuable upon
conversion of 6,666.67 shares of Series C Preferred Stock (these
shares are held by Chadmin), collectively representing 4.9% of the
then outstanding Common Stock.

Chadmin beneficially owned 16,916,675 shares of Common Stock,
consisting of (i) 250,000 shares of Common Stock and (ii)
16,666,675 shares of Common Stock issuable upon conversion of
6,666.67 shares of Series C Preferred Stock, collectively
representing approximately 2.5% of the then outstanding Common
Stock.

Heerschap beneficially owned 61,250,000 shares of Common Stock
issuable upon conversion of 11,068.99 shares of Series C Preferred
Stock, representing approximately 8.4% of the then outstanding
Common Stock.

Meeuwis beneficially owned 36,306,675 shares of Common Stock,
consisting of (i) 2,390,000 shares of Common Stock, (ii)
27,672,475 shares of Common Stock issuable upon conversion of
11,068.99 shares of Series C Preferred Stock (these shares are
held by Dreamweaver) and (iii) 6,244,200 shares of Common Stock
issuable upon conversion of 2,497.68 shares of Series C Preferred
Stock (these shares are registered in the name of Dreamweaver and
beneficially owned by the minor children of Meeuwis), collectively
representing approximately 5.2% of the then outstanding Common
Stock.

Dreamweaver beneficially owned 33,916,675 shares of Common Stock,
consisting of (i) 27,672,475 shares of Common Stock issuable upon
conversion of 11,068.99 shares of Series C Preferred Stock and
(ii) 6,244,200 shares of Common Stock issuable upon conversion of
2497.68 shares of Series C Preferred Stock, collectively
representing approximately 4.8% of the then outstanding Common
Stock.

Mol beneficially owned 50,591,675 shares of Common Stock,
consisting of (i) 8,925,000 shares of Common Stock (these shares
are held by Green Desert) and (ii) 41,666,675 shares of Common
Stock issuable upon conversion of 16,666.67 shares of Series C
Preferred Stock (these shares are held by Green Desert),
collectively representing approximately 7.1% of the then
outstanding Common Stock.

Green Desert beneficially owned 50,591,675 shares of Common Stock,
consisting of (i) 8,925,000 shares of Common Stock and (ii)
41,666,675 shares of Common Stock issuable upon conversion of
16,666.67 shares of Series C Preferred Stock, collectively
representing approximately 7.1% of the then outstanding Common
Stock.

Van der Mee beneficially owned 4,875,000 shares of Common Stock,
consisting of (i) 1,500,000 shares of Common Stock and (ii)
3,375,000 shares of Common Stock issuable upon conversion of 1,350
shares of Series C Preferred Stock, collectively representing
approximately 0.7% of the then outstanding Common Stock.

On May 8, 2008, Bover acquired from Fidessa 5,600 shares of Series
C Preferred Stock (convertible into 14,000,000 shares of Common
Stock) for a purchase price of EURO 959,627.12 ($1,478,689.43
based on the average noon buying rate in New York City for cable
transfers payable in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York for May 8, 2008).

As a result, on May 8, 2008, Borst beneficially owned 47,500,000
shares of Common Stock, consisting of (i) 20,750,000 shares of
Common Stock, (ii) 11,250,000 shares of Common Stock issuable upon
conversion of 4,500 shares of Series C Preferred Stock, (iii)
14,000,000 shares of Common Stock issuable upon conversion of
5,600 shares of Series C Preferred Stock (these shares are held by
Bover) and (iv) the right to receive 1,500,000 shares of Common
Stock from the Foundation, collectively representing approximately
6.8% of the then outstanding Common Stock.

Bover beneficially owned 14,000,000 shares of Common Stock
issuable upon conversion of 5,600 shares of Series C Preferred
Stock, collectively representing approximately 2.0% of the then
outstanding Common Stock.

                     About Lithium Technology

Lithium Technology Corporation (OTC: LTHU) --
http://www.lithiumtech.com/-- produces unique large-format   
rechargeable batteries under the GAIA brand name and trademark.  
The company supplies a variety of military, transportation and
back-up power customers in the U.S. and Europe from its two
operating locations in Plymouth Meeting, Pennsylvania and
Nordhausen, Germany.

                      Going Concern Doubt

In a letter dated May 13, 2008, Amper, Politziner & Mattia, P.C.,
raised substantial doubt on the ability of Lithium Technology
Corporation 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 losses from
operations since inception and working capital deficiency.

The company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.  The company expects
that operating and production expenses will increase
significantly.  The company has recently entered into a number of
financing transactions and is continuing to seek other financing
initiatives.  The company needs to raise additional capital to
meet its working capital needs, for the repayment of debt and for
capital expenditures.  Such capital is expected to come from the
sale of securities.  The company believes that if it raises
approximately $14,000,000 to $20,000,000 in debt and equity
financings it would have sufficient funds to meet its needs for
working capital, repayment of debt and for capital expenditures
over the next 12 months to meet expansion plans.

                        Bankruptcy Warning

Management warned that if the company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In such case, the company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.


MACKINAW POWER: S&P Holds 'BB-' Rating on $147MM Secured Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' rating on
Mackinaw Power LLC's $277.2 million (as of March 31, 2008) senior
secured bonds maturing 2023 and its 'BB-' rating on Mackinaw Power
Holdings LLC's $147 million senior secured term loan due 2015.  
The recovery rating on the term loan is '2', indicating the
expectation for substantial (70%-90%) recovery of principal if
a payment default occurs.  The outlook is stable.
     
Mackinaw Power is a special-purpose, bankruptcy-remote operating
company formed to own and operate power plants.  Mackinaw Power is
100% indirectly owned by Holdings, which is 100% indirectly owned
by ArcLight Energy Partners Fund III L.P., a $2.1 billion fund
that is the third of four private equity funds managed by ArcLight
Capital Partners LLC.
     
Proceeds from the issue were used to purchase five contracted
natural gas-fired electricity generation assets from Progress
Ventures Inc. and Progress Genco Ventures LLC, subsidiaries of
Progress Energy Inc.  The portfolio consists of one combined-cycle
unit (500 MW) and four peaking units (1,370 MW), aggregating 1,870
MW.  All assets are located in Georgia with long-term tolling
agreements that expire in 2015 for two assets, and 2024 for
the remaining assets.  Mackinaw Power's secured bonds will be
insulated from market risks as the financing structure provides
for debt servicing from fully contracted cash flow through 2023
and leaves merchant risks with the Holdings lenders after 2015.  A
$365 million senior secured bank credit facility at Mackinaw
Power, mainly for tolling related letter of credit LOC
requirements, is unrated.  There is no individual plant project-
level debt.
     
During the contracted period, predictable cash flow from the
projects supports a stable outlook for Mackinaw Power.  S&P could
lower the rating or revise the outlook to negative if any asset
significantly contributing to cash flow experiences a sustained
operating issue that precludes execution under the tolls or
results in significantly high maintenance expenditure.  There is
little potential for an upgrade in the medium term given the
contracted cash flow position.  In the long term, under a low gas
price scenario.
     
"Holdings will suffer without the benefit of contracted revenues
and loan pay-down could lag expectations.  However, the ratings
could improve if market conditions get better, allowing Mackinaw
Power to enter longer-term contracts, and continuing good
operating performance allows the company to repay sufficient debt"
said Standard & Poor's credit analyst Trevor D'Olier-Lees.


MASTR: Moody's Junks Ratings of Four Classes of NIM Securities
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on nine net
interest margin securities issued by MASTR.  Three of these are on
review for further downgrade, while five are on review for a
possible downgrade.  

These NIM transactions rely on excess spread and prepayment
penalties generated by the underlying residential mortgage backed
securities.

These residual cashflows are sensitive to a number of factors
including prepayment speeds, cumulative losses incurred on the
underlying deal's collateral, impact of a stepdown date, breach of
triggers and level of interest rate modifications.  

These securities have been downgraded based upon performance on
the underlying transactions that has negatively impacted future
residual payments to the NIM holders.

The complete list of rating actions is:

Issuer: MASTR Alternative Loan NIM 2006-1

  -- Cl. N-2, Placed on Review for Possible Downgrade, currently
     Ba3

Issuer: MASTR Alternative Loan NIM 2006-3

  -- Cl. N-3, Downgraded to Caa1 from B2

  -- Cl. N-2, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. N-1, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: MASTR Alternative Loan NIM 2006-4

  -- Cl. N-2, Downgraded to B3 from Ba3
  -- Cl. N-3, Downgraded to Caa1 from B2

  -- Cl. N-1A, Downgraded to Ba1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. N-1B, Downgraded to Ba1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. N-1C, Downgraded to Ba3 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: MASTR Alternative Loan NIM 2006-5

  -- Cl. N-3, Downgraded to Caa1 from B2

  -- Cl. N-2, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. N-1, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: MASTR CI-CW1 NIM

  -- Cl. N-1, Downgraded to Ba2 from Baa3
  -- Cl. N-2, Downgraded to Caa1 from Ba2


MIDWEST AIR: 40% Pay Cut for CEO, Other Employees Not Spared
------------------------------------------------------------
The Business Journal of Milwaukee's Rich Rovito reports that
Midwest Air Group Inc. CEO Timothy Hoeksema's salary will be
slashed by 40% as part of a restructuring aimed at keeping the
airline in business and out of bankruptcy.

The Business Journal also notes that other employees will also
take a pay cut:

   -- 25% for senior vice presidents;
   -- 17% for corporate officers;
   -- 11% for directors and senior managers;
   -- 10% for nonunion maintenance technicians; and
   -- 5% for higher-grade professional staff.

Lower-grade professional staff and Skyway employees, who provide
commissary and ramp service for Midwest, are not subject to pay
cuts at this time, Business Journal says.

"Our cost structure today, in advance of this restructuring,
resembles that of airlines much larger than we are, with national
and even global networks, flying larger aircraft," Mr. Hoeksema
said in a memo sent Wednesday to employees, the Business Journal
relates.

The memo, Business Journal relates, also indicated that the top-
of-scale pay rate for Midwest pilots is currently 32% higher than
the average hourly pay for pilots who fly aircraft of similar
capacity for other airlines and the cost of pension, health and
other benefits for the pilots is 45% higher than the average at
comparably sized airlines.  Meanwhile, productivity per pilot is
less than at comparably sized airlines, Mr. Hoeksema said,
according to the report.

The memo also notes that Midwest flight attendants' salary is 23%
higher than the average hourly pay for flight attendants at
airlines with aircraft of similar capacity.

The Business Journal says Midwest is proposing pay reductions,
benefit adjustments and productivity improvements to the Air Line
Pilots Association and the Association of Flight Attendants to
align pay and benefits with comparably sized airlines.

The pay cuts for Mr. Hoeksema and senior vice presidents at
Midwest will be effective July 15, Business Journal says.  Salary
reductions for other members of senior management will be
effective upon ratification of agreements with the unions
representing Midwest pilots and flight attendants, the report
adds.

Business Journal notes that Mr. Hoeksema's 2006 salary was about
$405,000 according to a proxy statement filed in 2007, when
Midwest was publicly traded.  He also was paid a bonus of about
$446,000 in 2006.

As reported by the Troubled Company Reporter on June 27, 2008, Jay
Schnedorf, chairman of the Air Line Pilots Association's Midwest
chapter, has said Midwest's plans to reduce its fleet and
workforce under a 30-day restructuring plan to stave off a
bankruptcy filing.  The Milwaukee Journal Sentinel and The Wall
Street Journal relate that the airline is scrambling to raise
funds as profits dwindle due to rising fuel prices.

Midwest chairman and chief executive officer Timothy E. Hoeksema,
has informed workers that the airline's major shareholder, TPG
Capital, will provide additional liquidity.  However, TPG requires
other parties-in-interest like vendors, workers, and other
investors to contribute and make sacrifices.

Sentinel estimated that 50% of the company's fleet will be cut
considering the Boeing 717 and MD-80 reductions.

Mr. Schnedorf said that about 200 of the 400 Midwest pilots will
lose their jobs under the currently announced restructuring,
Sentinel said.  About 35 pilots are due for retrenchment in July
under a previously disclosed restructuring, Sentinel noted.

Midwest will also slash half of its 400 flight attendants,
Sentinel said, citing Dory Klein, head of of Midwest Association
of Flight Attendants.

                        About Midwest Air

Oak Creek, Wisconsin-based Midwest Air Group Inc. --
http://www.midwestairlines.com/-- is a holding company of Midwest   
Airlines, Inc.  Midwest Airlines operates a passenger jet airline
that serves destinations throughout the United States from
Milwaukee, Wisconsin and Kansas City, Missouri.  Skyway Airlines,
Inc., dba Midwest Connect, is a wholly owned subsidiary of Midwest
Airlines and serves as the regional airline for the company.  
Midwest Airlines and Midwest Connect constitute the company's
segments.  It has three principal product offerings: Midwest
Airlines Signature Service, Midwest Airlines Saver Service and
Midwest Connect regional service. As of Dec. 31, 2006, Midwest
Airlines Signature Service operated in 20 cities in the United
States, and Midwest Airlines Saver Service operated in 10 cities.  
Midwest Connect builds feeder traffic and provides regional
scheduled passenger service to cities primarily in the Midwest.  
Its subsidiaries provide aircraft charter services, transport air
freight and mail.  The company has a total of more than 3,000
workers.

On Jan 31, 2008, TPG Capital LP, fka Texas Pacific Group, --
http://www.texaspacificgroup.com/-- a global private investment   
firm with over $50 billion of managed assets, acquired 53% equity
in Midwest Air Group. Northwest Airlines Corp. owns the remaining
47% Midwest equity.

As of Sept. 30, 2007, Midwest Air Group listed total assets of
$395,615,000, total liabilities of $331,810,000, and total
stockholders' equity of $63,805,000.


MOTHERS WORK: Restructuring Won't Affect S&P's 'B-' Rating Yet
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Philadelphia-based
Mothers Work Inc.'s (B-/Negative/--) strategic restructuring will
not have an immediate effect on the ratings or outlook.  The
company announced a strategic restructuring that will reduce
corporate overhead and simplify its merchandise offering.  As part
of the company's initiatives to improve its cost structure, it
will reduce corporate headcount, decrease stock-keeping units
counts, and lower inventory levels.

The merchandising changes will include the rebranding of the Mimi
Maternity product line under the A Pea in the Pod brand and rename
its multibrand Mimi Maternity stores as Destination Maternity.  
S&P remain concerned regarding the company's ongoing merchandise
issues and the challenge of effecting a moderate improvement in
operations given the difficult economic environment.


NAYAN LLC: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Nayan LLC
        7960 N. Shadeland Avenue
        Indianapolis, IN 46250
        County: Marion

Bankruptcy Case No.: 08-07357

Type of Business: The Debtor is a single asset real estate          
                  company.

Chapter 11 Petition Date: June 23, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Robert D Cheesebourough
                  543 E Market St., Ste. 1
                  Indianapolis, IN 46204
                  Tel (317) 637-7000
                  Fax 317-638-2707
                  Email mah@home-saver.org

Total Assets: $5,500,500

Total Debts: $3,420,000

Debtor's 2 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
IDR                            RST, Inkeepers Tax    $100,000
100N Senate Ave,
Rm N203-Bankruptcy
Indiapolis, IN 46204

IRS                            Withholding tax        $40,000
P.O. Box 21126
Philadephia, PA 19114


NEBRASKA BEEF: Recalls 5.3 Mil. Pounds of Beef After E. Coli Rise
-----------------------------------------------------------------
Nebraska Beef Ltd. is recalling a total of 5.3 million pounds of
beef in response to E. coli outbreaks that resulted in the illness
of 41 people in Michigan and Ohio, the Associated Press reports.

The U.S. Department of Agriculture traced Nebraska Beef as the
source of the infected meat after it found "unacceptable high
levels of E. coli" on two samples of beef at certain processing
plants, says the AP.  It also labeled Nebraska Beef's processing
practices as unsanitary and insufficient to control the spread of
E. coli bacteria.

Beef to be recalled were those produced between May 16 and June
26, the AP relates.  The company disclosed that the meat in a
previous recall were sold to outlets in Nebraska, Michigan,
Pennsylvania, Texas, Illinois, New York, and Colorado.

Previously, other companies had had their operations cut back or
permanently shut down after meat recalls on E. coli scare.  As
reported in the Troubled Company Reporter on Feb. 25, 2008, one of
the hardest hit casualties of these E. coli outbreaks was
Hallmark/Westland Meat Packing Co. which closed down for good
after the USDA ordered the company to recall 143 million pounds of
beef.

The recall was largely caused by complaints about workers kicking
sick cows and using forklifts to force them to walk, which was
revealed through a video released by the U.S. Humane Society.  The
incident raised questions about the safety of the meat because
cows that can't walk, called downer cows, are strongly linked to
mad cow disease.  The federal government has banned downer cows
from the United States' food supply.

According to the Center for Disease Control and Prevention, more
than 20 people were hospitalized since the first case of E. coli
sickness appeared on May 30.

      Slapped With Lawsuit by E. coli Infected Patient

Pritzker Ruohonen & Associates P.A. filed a lawsuit in an Ohio
state court against Nebraska Beef Ltd. and beef retailer Kroger
Co., on behalf of 20-year-old Zachary Everhart, who became ill
with an E. coli infection after eating Kroger ground beef.

Mr. Everhart's illness was confirmed by genetic testing.  The
strain of E. coli found in his stool sample matched the outbreak
strain found in stool samples from other victims in Ohio and
Michigan, in samples of Kroger brand ground beef purchased at
Kroger stores in Ohio and Michigan, in samples of Kroger brand
ground beef found in patients' residences and two federally-
inspected meat plants, according to a June 30, 2008 release notice
from the U.S. Department of Agriculture Food Safety and Inspection
Service.

In response to this outbreak, Kroger Co. recalled an "undetermined
amount" of ground beef products.  Nebraska Beef Ltd. is now trying
to recall around 5.3 million pounds of ground beef components.

According to the most recent information from the CDC, health
officials have confirmed 40 E. coli cases connected to this
outbreak.

Based in Minneapolis, Minnesota, Pritzker Ruohonen & Associates
P.A. -- http://www.pritzkerlaw.com/-- has been involved in most  
of the major foodborne illness outbreak involving E. coli and
other dangerous pathogens and has collected millions on behalf of
foodborne illness survivors and the families of people killed by
foodborne illness.

Nebraska Beef Ltd. is based in Omaha, Nebraska.


NEXSTAR BROADCASTING: $35.6MM PIK Notes Cue S&P's Rating Cuts
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nexstar Broadcasting Group Inc. to 'B-' from 'B' and
removed the ratings from CreditWatch, where they were placed with
negative implications on April 11, 2008.  At the same time, S&P
lowered the ratings on the Irving, Texas-based company's senior
secured credit facilities to 'B+' from 'BB-', and the rating on
its unsecured debt to 'CCC' from 'CCC+'.  The outlook is stable.
     
The downgrade reflects the company's announcement that it issued
$35.6 million of senior subordinated pay-in-kind notes and will
use the net proceeds to repay borrowings under its senior secured
credit facility.  Interest on the PIK notes will accrue and be
payable in kind at 12.0% per year until Jan. 15, 2010.  After
Jan. 15, 2010, the interest on the PIK notes will be payable
entirely in cash, beginning at 13.0% per year and increasing by
0.50% every six months thereafter up to a maximum rate of 15.0%
per year.  During the PIK-paying period, the PIK notes will be
excluded from Nexstar's total leverage calculation under its
senior secured credit facility.
     
"We expect that, regardless of the repayment of bank debt with the
proceeds of the PIK notes, Nexstar's margin of compliance with its
total leverage ratio covenant as of June 30, 2008, will remain
very thin," said Standard & Poor's credit analyst Deborah Kinzer,
"because of higher debt balances from the first-time inclusion of
$83.1 million of Nexstar Finance Holdings Inc.'s 11.375% notes
into the covenant calculation."


NORTH OAKLAND: Sale Requires Chapter 11 Bankruptcy Filing
---------------------------------------------------------
Gary Gosselin of Oakland Business Review reports that a deal to
sell the North Oakland Medical Center forgives the hospital's
$19.3 million city debt and requires NOMC to file Chapter 11
bankruptcy.

The plan to sell NOMC is moving forward with the Oakland
Physicians Medical Center LLC, a consortium of 72 physicians,
winning approval from Pontiac City Council to proceed with the
sale.

A deal still has to be made on $35 million in outstanding bonds,
according to the report.

Under the proposed deal, Flint-based McLaren Health Care Corp.
will provide an estimated $5 million investment and Rochester
Hills-based Crittenton Hospital will give $3 million.  They won't
participate in operations of the hospital.

The hospital saved $24 million through employee attrition and
other measures last year, but still lost $13.4 million.

Based in Pontiac, Mich., NOMC -- http://www.nomc.org/location.htm
-- formerly Pontiac General Hospital and Oakland County’s first
hospital, is a non-profit community hospital that delivers
healthcare and health-related services in northern Oakland County.  
It is licensed for 366 beds.

                          *    *    *

As reported in the Troubled Company Reporter on April 3, 2008,
Moody's Investors Service downgraded North Oakland Medical
Center's long-term rating to C from B3.  This action affects
approximately $38 million of Series 1993 bonds outstanding.

The downgrade action follows NOMC's failure to make its regularly
scheduled debt service payment on Feb. 1, 2008.  The total amount
due to bondholders on Feb. 1, 2008 was $1,142,700 (representing an
interest only payment).  Payments to bondholders are due on
February 1 and August 1 each year.  The next payment to
bondholders is due Aug. 1, 2008.  The total payment due on Aug. 1,
2008 is $2,627,700 ($1,142,700 interest due, $1,485,000 principal
due).


OSIE COMBS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Osie V. Combs, Jr.
        9743 Thorn Bush Drive
        Fairfax Station, VA 22039

Bankruptcy Case No.: 08-13599

Chapter 11 Petition Date: June 23, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Christopher R. Wampler
                  The Wampler Law Firm LLC
                  One Central Plaza
                  Suite 1015, 11300 Rockville Pike
                  Rockville, MD 20852
                  Tel (301) 881-8895
                  Fax 301-881-8896
                  Email cwampler@wamplaw.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/vaeb08-13599.pdf


PARKER EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Parker Excavating, Inc., a Colorado Corp.
        1428 Stockyard Road
        Pueblo, CO 81001-4536

Bankruptcy Case No.: 08-19552

Type of Business: The Debtor provide construction services.

Chapter 11 Petition Date: July 2, 2008

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtors' Counsel: Lee M. Kutner, Esq.
                   (lmk@kutnerlaw.com)
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Estimated Assets: unknown

Estimated Debts:  $1 million to $10 million

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

           http://bankrupt.com/misc/cold08-19552.pdf


PENN NATIONAL: Ends $8.9BB Merger Deal with Fortress Investment
---------------------------------------------------------------
Penn National Gaming Inc. entered into an agreement with PNG
Acquisition Company Inc., an entity indirectly owned by certain
funds managed by affiliates of Fortress Investment Group LLC and
Centerbridge Partners L.P., to terminate the proposed merger
agreement whereby Penn National Gaming was to be acquired by PNG
Acquisition Company for $67.00 per share.

As reported in the Troubled Company Reporter on June 19, 2007,
Penn National Gaming Inc. entered into a definitive agreement to
be acquired by certain funds managed by affiliates of Fortress
Investment Group LLC and Centerbridge Partners LP in an all-cash
transaction valued at $8.9 billion, including the planned
repayment of $2.8 billion of Penn National's outstanding debt.

In connection with the termination of the merger agreement, Penn
National Gaming will receive $1.475 billion, which will consist of
a $225 million cash termination fee and the purchase of
$1.25 billion of Penn National Gaming's redeemable preferred
equity due 2015, by affiliates of Fortress, affiliates of
Centerbridge, affiliates of Wachovia, and affiliates of Deutsche
Bank.

Based on discussions between Penn National Gaming and PNG
Acquisition Company, it became apparent to Penn National Gaming
and its board of directors that the proposed merger transaction
would not be completed without litigation which is unpredictable.
Further, it also became apparent to the company and its board that
a re-negotiated, reduced purchase price was not a viable option.

The management and board of directors of penn National Gaming
concluded that the likelihood of navigating the remaining
regulatory approvals, credit facility conditions for funding and
likely litigation required to complete these tasks was uncertain.

Accordingly, Penn National Gaming, in consultation with external
legal and financial advisors, determined that terminating the
agreement under the aforementioned terms brings the most certain
value to Penn National Gaming shareholders given economic
conditions, the state of the capital markets and the gaming
industry outlook.

The economics for Penn National Gaming of the agreements relating
to the termination of the merger agreement and the equity purchase
are:

   -- the company receives a $225 million termination fee; and,

   -- the company receives an aggregate of $1.25 billion in
      connection with a sale of redeemable preferred stock to
      Fortress and Centerbridge, including $45 million of the
      amount to be purchased by Deutsche Bank and Wachovia,
      entities which had originally agreed to make indirect
      minority co-investments in the company if the merger had
      closed, under these terms:

      - the preferred equity does not have a yield associated with
        it;

      -  to the extent the company pays a dividend, the preferred
         equity holders will also receive a dividend on a pro
         rata, fully converted basis;

        - the preferred equity will remain outstanding until its
          maturity in June 2015, unless there is a change in
          control transaction involving payments of cash or
          property to all holders of common stock;

        - at maturity, Penn National Gaming will redeem the
          outstanding redeemable preferred equity for, at the
          company's election, cash, common stock or any
          combination in an amount based on the trading price of
          the company's common stock at the time:

          * if the company elects to redeem the preferred equity
            with common shares at maturity, the company would
            issue between 18.7 million shares and 27.8 million
            shares of its common stock if Penn National Gaming
            shares are trading between $67 per share and $45 per
            share, with no further adjustments if the common
            shares are trading above or below such range.  The
            company also has the option to pay cash based on the
            as converted value.

        - the preferred equity has no voting rights, other than
          in regard to adverse changes to the rights and
          privileges of the preferred equity or certain business
          combination transactions;

        - the Equity Purchasers have agreed to a broad
          standstill and voting agreement which expires in
          certain circumstances.

   -- Penn National Gaming has agreed to register the redeemable
      preferred equity with the Securities and Exchange
      Commission to allow the security to be publicly traded and
      has provided certain of the purchasers with preemptive
      rights.

Penn National Gaming will receive, from a combination of PNG
Acquisition Company, Deutsche Bank and Wachovia, the
$1.475 billion payment as:

   -- $700 million as a non-refundable deposit to be wired to Penn
      National Gaming on July 3, 2008;

   -- $775 million to the escrow agent by July 18, 2008, with
      funds released to Penn National Gaming upon the issuance of
      the Series B Redeemable Preferred in accordance with the
      terms of the stock purchase agreement, including customary
      regulatory approvals.

Upon receipt of the initial $700 million, all of the parties to
the proposed merger transactions and equity and debt financing
arrangements entered into mutual releases of liability with
respect to these matters.  In the event the conditions to this
stock purchase agreement are not satisfied, the company is
entitled to retain the initial $700 million payment and no equity
will be issued to Equity Purchasers.

Penn National Gaming intends to use the net proceeds from the
investment and the after tax proceeds from the termination fee to
repay existing debt, to acquire or develop pari-mutuel and gaming
facilities and for such other uses as may be authorized from time
to time by the board of directors, including repurchases of its
common stock.  As of May 31, 2008, Penn National Gaming had
outstanding debt of approximately $2.97 billion.

Penn National's board of directors has authorized the repurchase
of up to $200 million of the company's common stock over the next
24 months.  Purchases may be made from time to time in the open
market or in privately negotiated transactions in accordance with
applicable securities laws.  The actual number of shares to be
purchased will depend upon market conditions.  All shares
purchased will be held in the company's treasury for possible
future use.  As of June 30, 2008, the company had approximately
86.9 million shares issued and outstanding.

"We are extremely disappointed that the company's shareholders
will not receive the $67 per share merger consideration," Peter M.
Carlino, chief executive officer of Penn National commented.  "Our
decision to enter into the agreements disclosed follows a thorough
evaluation of a wide range of alternatives for consummating the
transaction."

"The prospect of employing litigation to enforce performance of
the merger agreement would inherently expose the company to the
significant risk related to a protracted legal process," added
Mr. Carlino.  "We may be in the gaming business, but we would
never gamble the company's future and our shareholders' best
interest in this or any other circumstance."

"This transaction represents the company's best alternative to the
uncertainty of litigation and delivers immediate tangible and
material value to our stockholders," Mr. Carlino stated.
"Importantly, we are confident that we can very effectively deploy
this capital to generate significant value for our stockholders
based on our well established track record of delivering long-term
growth through a focus on return on investment and disciplined
financial and risk management.  In this regard, we believe the
substantial capital infusion will enable Penn National to be
aggressively opportunistic at a time when gaming industry
valuations appear very attractive."

"Our ability to structure and integrate accretive, strategic
acquisitions has been an important driver of Penn National's long-
term financial growth and any such future activity would
complement our current operations -- including our recently opened
facilities in Pennsylvania and Maine -- and staggered pipeline of
announced development projects including those in Indiana and
Kansas," Mr. Carlino continued.  

"Finally, we are initiating guidance for 2008 EBITDA of
approximately $682 million and believe that this metric [must] be
considered in conjunction with the considerable economic value of
the settlement and our 14 year track record of creating value for
shareholders to determine an appropriate value for Penn National
Gaming's assets, operations and growth prospects."

                         Board Appointment

In connection with the investment, Fortress Investment Group's
chairman and chief executive officer, Wesley Robert Edens will be
appointed to Penn National Gaming's board of directors, subject to
customary gaming approvals.  As a result, Penn National Gaming's
board of directors is expected to be expanded to seven members.

               About Fortress Investment Group LLC

Headquartered in New York, Fortress Investment Group LLC (NYSE:
FIG) is an alternative asset manager with approximately $36
billion in assets under management as of March 31, 2007. Fortress
manages private equity funds, hedge funds and publicly traded
alternative investment vehicles. Fortress was founded in 1998, is
headquartered in New York and has affiliates with offices in
Dallas, San Diego, Toronto, London, Rome, Frankfurt and Sydney.

                About Centerbridge Partners LP

Centerbridge is a $3.2 billion multi-strategy private investment
fund. The firm is dedicated to partnering with world class
management teams in a range of industry verticals. Centerbridge's
investment style provides the flexibility to employ various
structures to help companies achieve their operating and financial
objectives. The limited partners of Centerbridge include many of
the world's most prominent financial institutions, university
endowments, pension funds, and charitable trusts.

                   About Penn National Gaming

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming  
Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and    
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates eighteen  
facilities in fourteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and  
Ontario. In aggregate, Penn National's operated facilities feature  
nearly 23,000 slot machines, over 400 table games, approximately  
1,731 hotel rooms and approximately 808,000 square feet of gaming
floor space.


PENN NATIONAL: S&P Holds 'BB-' Rating on Terminated Fortress Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Penn National Gaming Inc., and removed the
corporate credit rating from CreditWatch with negative
implications where it was placed on June 15, 2007.  The rating
outlook is negative.
     
"The company's issue level ratings remain on CreditWatch with
negative implications pending our recovery review, which will
determine how these issues are notched against the corporate
credit rating.  We expect the recovery review to be completed in
the next several days," said Standard & Poor's credit analyst Ben
Bubeck.
     
The affirmation follows the company's announcement that the
acquisition of Penn National by Fortress Investment Group LLC and
Centerbridge Partners LP (jointly the "former buyers") has been
terminated.  In consideration of the termination, Penn National
will receive from the former buyers $1.475 billion in cash,
structured as a $225 million termination fee and $1.25 billion
seven year, zero coupon, redeemable preferred equity investment.  
In calculating credit measures, S&P likely will view the preferred
security as being debt-like because it has a relatively short
maturity, and it would expect it ultimately to be refinanced with
debt.  Still, S&P will recognize the near-term structural benefit
derived from this instrument in that it requires no fixed payments
until maturity.
     
S&P view the termination of the merger favorably from a credit
perspective.  Had it moved forward, Penn National would have been
highly leveraged during a period of challenging operating
conditions in the U.S. gaming industry.  While leverage will still
be somewhat high, with debt to EBITDA estimated to be just above
6x when the preferred stock is considered as debt, the company
will benefit from having a substantial amount of cash available to
make opportunistic gaming investments.  S&P view management's
historical track regard in this area favorably.  S&P note that
with the termination of the transaction, management will likely
face pressure from shareholders to return some of this capital to
them, or to quickly deploy it to generate value.  S&P expect this
will occur in a manner consistent with its current ratings.

                       
PENN OCTANE: Standard General et al. Own 23.38% Equity Stake
------------------------------------------------------------
Standard General L.P., Standard General Master Fund L.P., Soohyung
Kim, and Nicholas J. Singer disclose that they beneficially own
3,601,618 shares of Common Stock in Penn Octane Corp., which
represents 23.38% of Penn's 15,406,187 outstanding shares.

Headquartered in Palm Desert, California, Penn Octane Corporation
(NASDAQ:POCC) -- http://www.pennoctane.com/-- formerly known as
International Energy Development Corporation buys, transports and
sells liquefied petroleum gas for distribution in northeast
Mexico, and resells gasoline and diesel fuel.  The Company has a
long-term lease agreement for approximately 132 miles of pipeline,
which connects ExxonMobil Corporation's King Ranch Gas Plant in
Kleberg County, Texas and Duke Energy's La Gloria Gas Plant in Jim
Wells County, Texas, to the company's Brownsville Terminal
Facility.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2006,
Burton McCumber & Cortez, L.L.P., Brownsville, Texas, raised
substantial doubt about Penn Octane's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Dec. 31, 2005.

Burton McCumber pointed to the Company's insufficient cash flow to
pay its obligations when due, inability to obtain additional
financing because substantially all of the Company's assets are
pledged or committed to be pledged as collateral on existing debt,
existing credit facility may be insufficient to finance its
liquefied petroleum gas and Fuel Sales Business, and working
capital deficiency.


PENSKE AUTOMOTIVE: S&P Revises Outlook to Neg. on Increased Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Penske
Automotive Group Inc. to negative from stable.  At the same time,
S&P affirmed its 'BB-' corporate credit rating on the company.
     
S&P also lowered its issue-level rating on the company's unsecured
debt to 'B' from 'B+'.  S&P revised the recovery rating on this
debt to '6', indicating the expectation for negligible (0% to 10%)
recovery in the event of a payment default, from '5'.
     
The outlook revision and downgrade of the unsecured debt reflect
the increase in secured debt that resulted from Penske Auto's
purchase of a 9% stake in Penske Truck Leasing Co. LP from GE
Capital for $219 million.

Another entity owned by Bloomfield Hills, Michigan-based Penske
Auto's controlling stockholder Roger S. Penske Sr. is the general
partner and 40% owner of PTL.  The debt-financed PTL investment
comes at a time when the sales environment for North American auto
retailers is increasingly difficult and as Penske Auto's important
U.K. market becomes more vulnerable to economic weakness.  As of
March 31, 2008, Penske Auto's adjusted total debt to EBITDA was
5.6x--higher than our expectations for the current rating of 4.5x
to 5.0x--and the PTL purchase will elevate further the company's
adjusted debt to EBITDA.  
     
"The ratings on Penske Auto reflect the company's aggressive
financial policy, highly leveraged balance sheet, and the
challenges of its cyclical and competitive industry," said
Standard & Poor's credit analyst Nancy Messer.  "These risks more
than offset Penske Auto's position as one of the largest
automotive retailers in the U.S., its substantial international
presence, and its rich mix of brands that show greater-than-
average growth."


PIONEER VALLEY: Moody's Cuts Rating of Class C Notes to Caa3
------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Pioneer Valley Structured
Credit CDO I Ltd.:

Class Description: $46,500,000 Class A-2 Floating Rate Notes Due
2045

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

Class Description: $29,000,000 Class B Floating Rate Notes Due
2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $29,500,000 Class C Deferrable Floating Rate
Notes Due 2045

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


PLAINS EXPLORATION: Chesapeake Deal Cues Moody's Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service changed Plains Exploration & Production
Company's outlook to negative from stable in response to PXP's
announcement that it is acquiring an interest in Haynesville
acreage from Chesapeake Energy.  Moody's also affirmed PXP's Ba3
corporate family rating, Ba3 Probability of Default Rating and,
the B1 senior unsecured note ratings (LGD 4; 69%).

PXP is going to enter into a partnership with CHK for the
development of the Haynesville shale in Louisiana.  Under the
agreement, Plains Exploration is acquiring 20% interest in CHK's
acreage for a total of $1.65 billion.

In addition, the agreement calls for PXP to fund 50% of CHK's
drilling and completion costs in adidtion to PXP's own 20% share
of those costs up to a maximum of $1.65 bilion on a promote basis.  
Based on the upfront payment, Moody's estimates that PXP is paying
$15,000 per acre before any future spending is funded.

The negative outlook reflects the significant increase in leverage
due to the initially fully debt funded acquisition, the execution
risk associated with the prospective acreage and planned asset
sales to help fund the purchase, and PXP's tighter pro forma
liquidity.

Consideration of a stable outlook will depend on the company's
ability to complete its asset sales, which will help reduce
leverage and improve liquidity in a reasonable timeframe, as well
as to show continued operating performance from the core asset
base.

At close, Moody's estimates PXP's debt/proven developed reserves
will jump to more than $12/boe from a current level of more than
$6/boe.  While PXP intends to reduce leverage in the near/term
through asset sales in the area of $1.0 billion, the timing, and
ultimate amount of leverage reduction is unclear.

However, even if the asset sales occur as planned, PXP's leverage
will still remain on the high end of our expectations for the Ba3
rating at least through the end of 2008.

PXP has exercised the $400 million accordion option on its senior
secured revolving credit facility, increasing the current
$2.4 billion dollar borrowing base facility size from $1.9 billion
to $2.3 billion.  

However, near term liquidity will be tighter with outstanding debt
under the revolver at close, with estimated availability to be at
approximately (net of L/C) $300 million.  If this amount of
secured debt remains in the capital structure, the ratings on the
notes face a potential double notching from the CFR under Moody's
Loss Given Default Methodology.

However, Moody's notes that PXP intends to reduce leverage through
an approximately $1 billion asset divestiture package in the near
term with the added possibility of a refinancing in order to
substantially pay down the revolver borrowings.  Either one of
these events, which are expected to be completed in the near term
would remove the pressure on the note ratings.

The previously assigned stable outlook considered potential
leveraging acquisitions while the company completes its portfolio
transformation.  However, the Haynesville acquisition does offer
some challenges to the current ratings due to the nature of
acquisition and the potential future cost associated with this
asset.

While the Haynesville resource provides upside potential for the
long-term growth of PXP, in the near-term, the very leveraging
acquisition offers very little in terms of assets and cash flow
relief due to the lack of booked reserves and current production.

Plains Exploration & Production Company is headquartered in
Houston, Texas.


PLAINS EXPLORATION: Chesapeake Deal Won't Affect S&P's 'BB' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Service said that independent oil and
gas firm, Plains Exploration & Production Co.'s (BB/Stable/--)
announcement that it had entered into a joint venture with
Chesapeake Energy Corp. (BB/Positive/--) in the Haynesville Shale
would not affect the rating on the company.
     
PXP has agreed to acquire a 20% interest in Chesapeake's
Haynesville Shale leasehold for $1.65 billion in cash and has
agreed to fund 50% of Chesapeake's 80% share of drilling and
completion costs over a several year period until an additional
$1.65 billion has been paid.  PXP expects to initially fund the
transaction with availability under its credit facility, with debt
levels to be reduced during the near to intermediate term through
potential asset monetization and/or free cash flow.
     
Credit metrics will weaken in the near term, but S&P expect
measures to remain in line with its expectations for the current
'BB' rating.  Specifically, S&P expect pro forma debt to EBITDAX  
to be 1.5x to 2x and debt per proved barrel of oil equivalent to
be $5 to $6.
     
S&P do not expect changes to PXP's unsecured and recovery ratings
based on a higher net present value of PXP's oil and gas reserves
and expectations that commitment levels under PXP's revolving
credit facility will likely be reduced during the near to
intermediate term.  Nonetheless, if commitment levels remain
elevated for a protracted period of time and/or other material
capital structure changes were to occur, unsecured issue ratings
and recovery ratings could be subject to change.


PLASTECH ENGINEERED: Wants Customers' Bar Date Moved to July 31
---------------------------------------------------------------
At the behest of its major customers, Plastech Engineered Products
Inc. and its debtor-affiliates and the Official Committee of
Unsecured Creditors ask the U.S. Bankruptcy Court for the Eastern
District of Michigan to set July 31, 2008 as the deadline for
customers to file proofs of claim against the Debtors' estates,
including for holders of administrative expense claims to file
requests for payment of the claims.

The Court previously set June 30, 2008 as the deadline to file
proofs of claim against the Debtors' estates, including for
holders of administrative expense claims to file requests for
payment of the claims.  

Under the terms of a Funding Agreement, the Major Customers
-- General Motors Corporation, Chrysler LLC, Chrysler Motors LLC,
Chrysler Canada Inc., Johnson Controls, Inc. and Ford Motor
Company -- will be waiving their administrative expense claims
and limiting recourse of the DIP loans to the related collateral,
as well as waiving other claims against the Debtors' estate if
certain conditions are satisfied.  Consequently, there will be no
need for the Customers to file a request for payment of their
administrative expense claims or other claims against the
Debtors' estate.

The Major Customers provide the Debtors DIP Financing, which is
both secured by certain of Debtors' assets and has administrative
expense priority status per the terms of orders entered by the
Court.

                     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: Geo-Tech Wants Stay Lifted to Sell Plastic
---------------------------------------------------------------
Geo-Tech Polymers LLC, a creditor in Plastech Engineered Products
Inc. and its debtor-affiliates' Chapter 11 cases, seeks authority
from the U.S. Bankruptcy Court for the Eastern District of
Michigan, on an expedited basis:

   (a) to sell approximately 973,000 pounds of the Debtors'  
       generated plastic waste, which Geo-Tech has in its      
       possession; and

   (b) for allowance and payment of $247,396 as administrative  
       expense claim pursuant to Section 503(b) of the Bankruptcy  
       Code, to prevent irreparable harm to its business arising  
       from the cessation of the Debtors' business in these  
       Chapter 11 cases.

Geo-Tech wants the automatic stay lifted so it can proceed with
its plans.

Geo-Tech informs that it is attempting to continue discussion to
resolve its concern with the Debtors.  Geo-Tech, with only 10
employees, six of whom have been laid off due to the Debtors'
bankruptcy proceedings, asserts that it needs to expedite the
proposed sale, and accordingly asks the Court to shorten notice
period, in order to stop incurring storage costs, and prevent
irreparable harm to its business.  

                          Debtors Object

The Debtors refute Geo-Tech's administrative expense claim, and
ask the Court to deny Geo-Tech's motion, as they have already
entered into a stipulation to resolve their dispute.

The Debtors maintain, in response to Geo-Tech's request for an
expedited hearing, that they have insufficient time to perform
diligence necessary to finalize the negotiations with Geo-Tech,
given the auction and impending sale of their businesses.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom
LLP, in Wilmington, Delaware, asserts it is not in the best
interest of the Debtors and their estate to have the Geo-Tech's
request heard on a shortened notice and seeks to discuss the
request no earlier than June 26, 2008, at the next omnibus
hearing.

                        Parties Stipulate

To resolve their dispute, the Debtors and Geo-Tech agree that:

   (a) Geo-Tech will pay the Debtors $0.025 per pound for the
       recycled plastic, or an aggregate of $24,325 within 45
       days from entry of the the Court order, pursuant to a
       purchase order Geo-Tech will issue to the Debtors.

   (b) Geo-Tech will be deemed, upon approval of the stipulation,
       to have purchased the recycled plastic free of the
       Debtors' interest, and will be authorized to sell or
       otherwise dispose of the recycled plastic as it sees fit.

   (c) Upon approval of the stipulation, Geo-Tech will be deemed
       to release the Debtors of and from the administrative
       claim it previously asserted.  

   (d) Geo-Tech's motion will be deemed resolved.

                     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)


POWER RECEIVABLE: S&P Puts $22.2MM Notes' BB+ Rating on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'BBB' and 'BB+'
ratings on Power Receivable Finance LLC's $432.45 million of
senior secured notes and $22.2 million of subordinated notes on
CreditWatch with negative implications.
     
The action follows the U.S. Supreme Court ruling on long-term
wholesale energy contracts in which it requests that the 9th U.S.
Circuit Court of Appeals and the Federal Electric Regulatory
Commission reexamine the terms of such contracts.  The court's
decision was rendered in Morgan Stanley Capital Group Inc. v.
Public Utility District No. 1 of Snohomish County, Washington
(case 06-1457) and American Electric Power Service Corporation v.
Public Utility District No. 1 of Snohomish County, Washington
(case 06-1462).
     
"To the extent this ruling and any revisiting of the rates results
in the potential for different terms in the power sales agreement
between California Department of Water Resources and PRF, or the
rates in the mirror power purchase agreement with J. Aron, we may
downgrade the rating," said Standard & Poor's credit analyst
Justin Martin.  "We will resolve the CreditWatch when we have
further determined the consequences of the ruling."


PRC LLC: Emerges From Chapter 11 After Five Months
--------------------------------------------------
After five months under Chapter 11 Chapter 11, PRC LLC and its
debtor-affiliates now emerge from bankruptcy following the
confirmation of their Joint Plan of Reorganization by the U.S.
Bankruptcy Court for the Southern District of New York.

The Plan provides for full payment to holders of administrative
claims and priority claims.  The holders of prepetition first
lien claims, however, are set to receive 67 cents to 73.7 cents
on the dollar on their claims while holders of prepetition second
lien claims 0% to 3%.  General unsecured claimants are expected
to obtain a 4% to 8% recovery, depending on the total amount of
allowed claims sharing the $1,350,000 available for the class.

The Reorganized Debtors will obtain from Silver Point Finance,
LLC, Babson Capital and Bayside Capital Lenders exit financing of
up to $20,000,000 in secured revolving credit and additional
amounts to repay indebtedness outstanding under PRC's existing
DIP Credit Agreement dated as of March 4, 2008, provided by Royal
Bank of Scotland, et al.  The Debtors will also obtain a second
lien facility of $40,000,000 which will be used to pay for the
allowed claims under their Prepetition First Lien Facility.  The
Revolving Credit Facility matures on the third-anniversary of the
closing date, when the first borrowing under the facility is
made.  The Second Lien Facility matures on the fourth anniversary
of the closing date.

Evercore Partners, the Debtors' financial advisors, gave an
enterprise value of $74,000,000 to $109,000,000 to the
Reorganized Debtors.

On June 20, 2008, the Court held that the Debtors have met the
statutory requisites for confirmation of the Plan.  In connection
with that, the Court has directed the Reorganized Debtors to
submit and comply with these directives:

  (1) Submit Periodic Status Reports detailing actions taken, and
      the progress towards the consummation of the Plan.  The
      Status Reports must be filed initially within 45 days after
      entry of the Postconfirmation Order, and thereafter on
      January 15, April 15, July 15, and October 15, until a
       final decree has been entered.

   (2) Mail a copy of the Confirmation Order and the
       Postconfirmation Order to:

        -- The Debtors,
        -- Counsel for the Debtors,
        -- The U.S. Trustee,
        -- Chadbourne & Park LLP,
        -- Bingham McCutchen LLP,
        -- Blank Rome LLP,
        -- Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
        -- parties-in-interest entitled to notices.

   (3) File a Closing Report pursuant to Rule 3022-1 of the Local
       Rules of Bankruptcy Procedure, and an application for a
       Final Decree (x) within 45 days after the distribution of
       any deposit required by the Plan or, (y) if no deposit was
       required, upon the payment of the final distribution
       required by the Plan.

   (4) Submit the Closing Report and the application for a Final
       Decree within one year from the date of the Confirmation
       Order.  If the Debtors fail to comply, the Clerk will
       advise the Court and an order to show cause may be issued.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer     
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Keeps Call Center Customer Services Deal with Verizon
--------------------------------------------------------------
PRC LLC and its debtor-affiliates, and Verizon Communications Inc.
entered into a stipulation to continue the Debtors' services to
Verizon pursuant to a master agreement.  The stipulation was
approved by the U.S. Bankruptcy Court for the Southern District of
New York.

Before the date of bankruptcy filing, the InteractiveCorp, the
former parent of the Debtors, entered into a Global Services
Agreement with MCI Worldcom Communications, Inc., an affiliate of
Verizon Communications, Inc.  Subsequently, the Debtors entered
into a Communication Services Authorized User Participation
Agreement, pursuant to which the Debtors purchased certain goods
and services from Verizon pursuant to the GSA.  The Debtors also
entered into certain Statements of Work, Amendments, and other
Ancillary Documents in connection with the GSA and the
Participation Agreement.

Additionally, prior to the bankruptcy filing, the Debtors entered
into a (i) Master Agreement for Call Center Customer Services,
(ii) PI Agreement, and (iii) Domestic Agreement.  Pursuant to the
PI Agreement and Domestic Agreement, the Debtors provide Verizon
certain call center services in the Philippines and the United
States.

The Parties have rejected the Master Agreement for Call Center
Customer Services, pursuant to a Court-approved stipulation,
effective as of April 30, 2008.

In connection with the reorganization and re-scaling of their
businesses, the Debtors have determined that post-confirmation
they will continue to require some, but not all, of the services
currently purchased under the GSA.  They also desire to continue
to provide the services to Verizon currently being provided under
the PI Agreement and the Domestic Agreement.

The Debtors and Verizon, in a Court-approved stipulation, agree to
these terms, among others:

   (1) On the later of the (x) Plan Effective Date, or (y) other
       agreed upon date within 30 days after the entry of the
       related Consent Order:

        -- the Parties will execute and enter into a "Master
           Agreement for Call Center Customer Services -- between
           Verizon Corporate Services Group, Inc. and PRC, LLC --
           together with two Statements of Work with accompanying
           Authorization Letters; and

        -- the GSA Documents which have not been previously
           terminated or expired will be deemed assumed pursuant
           to Section 365(a) of the Bankruptcy Code, and the
           Parties will enter into a Global Services Agreement,
           which will be deemed an amendment and restatement of
           the GSA Documents in its entirety.  

   (2) The New Agreements will be effective as of Aug. 1, 2008.

       After the New Agreement Effective Date, the PI Agreement
       and the Domestic Agreement will terminate, except to the
       extent that they will govern the rights and obligations of
       the parties prior to the New Agreement Effective Date,
       including the obligation of Verizon to pay the Debtors
       amounts due for postpetition services provided by the
       Debtors under the PI Agreement and the Domestic Agreement.
  
       After the New Agreement Effective Date, the GSA Documents
       will terminate except:

        -- with respect to certain terms agreed in the
           Stipulation, and

        -- that they will govern the rights and obligations of
           the parties prior to the New Agreement Effective Date
           for the amounts due for postpetition services provided
           by Verizon prior to the termination date of the
           related services, other than for related "early
           termination" or other "termination" liability charges.

   (3) Upon entry of the Consent Order, in order to cure
       prepetition default obligations related with the
       assumption of the GSA Documents, the Debtors will pay
       Verizon:

        (a) Cash Payment of $2,000,000 by the later of the
            Consent Order Effective Date, or Plan Effective Date.  

        (b) Two Deferred Payments of $250,000 each on January 2,
            2009, and July 2, 2009.  

        (c) Set-off of all sums owed by Verizon to the Debtors
            prior to the Petition Date, against any sum owed by
            the Debtors to Verizon prepetition.

        (d) Year 1 Earned Credits and Payments at 6.5% of
            Verizon's monthly payments for services during the
            first year of  the New MSA Documents up to
            $1,500,000, in the aggregate.  Fifty percent of each
            Year 1 Monthly Credit/Payment Amount will be paid in
            the form of credits, and 50% of the amount will be in
            cash payments to "Verizon Business".  

            For each invoice associated with services under the
            New MSA Documents during MSA Year 1, Verizon will be
            entitled to take a 3.25% credit, and the Debtors will
            deliver to Verizon credit memos reflecting the
            discount.

            Within five business days after the end of each month
            of MSA Year 1, the Debtors will deliver to Verizon
            cash payments totaling 3.25% of the gross amount paid
            by Verizon during that month, without deducting from
            the gross amount any sum paid by a credit memo issued
            pursuant to the Stipulation, for services under the
            New MSA Documents.  Credit memos will be delivered to
            Verizon in the same manner in which invoices under
            the New MSA Documents are delivered to Verizon; cash
            payments will be delivered to Verizon's counsel.  In
            no event will Verizon be entitled to receive, or will
            the Debtors be required to provide, payments or
            credits that, in excess of $1,500,000, in the
            aggregate, during MSA Year 1.  If, however, the total
            all payments and credits Verizon has received during
            MSA Year 1 is less than $1,500,000, then the
            difference between $1,500,000 and the total payments
            and credits Verizon has received during MSA Year 1
            will be deemed a "Carryover Credit/Payment Pool."

        (e) Year 2 Earned Credits and Payments at 6.5% of
            Verizon's monthly payments during MSA Year 2, up to
            the maximum aggregate amount of $1,500,000.  

            Fifty percent of each Year 2 Monthly Credit/Payment
            Amount will be paid in the form of credits, and 50%
            will be in cash payments to "Verizon Business".  
            Verizon will be entitled to take a 3.25% credit for
            each invoice on services under the New MSA Documents
            during the MSA Year 2, for which the Debtors will
            deliver to Verizon credit memos reflecting the
            discount.  Within five business days after the end of
            each month of MSA Year 2, the Debtors will deliver to
            Verizon cash payments at 3.25% of the amount paid by
            Verizon during that month, gross of any sum paid by
            related credit memo.

            Credit memos will be delivered to Verizon in the same
            manner in which invoices under the New MSA Documents
            are delivered to Verizon; cash payments will be
            delivered to Verizon's counsel.  In no event will
            Verizon be entitled to receive, or will the Debtors
            required to provide,  payments or credits in excess
            of $1,500,000, in the aggregate, with respect to MSA
            Year 2 Services, provided, however, that Verizon may
            access the Carryover Payment/Credit Pool up to the
            amount in connection with any invoice paid by Verizon
            so long as, at the time of payment, (i) the total
            payments and credits required of the Debtors during
            MSA Year 2 has been sufficient to exhaust the Year 2
            Credit/Payment Pool; and (ii) Verizon has not yet
            acted to terminate any of the New MSA Documents.

        (f) Verizon may access the Carryover Credit/Payment Pool
            at 6.5% of Verizon's payments -- in excess of those
            payments used to qualify for the Year 1
            Credit/Payment Pool and the Year 2 Credit/Payment
            Pool -- for the Debtors' services under the New MSA
            Documents in MSA Year 2 up to the amount, if any, of
            the Carryover Payment/Credit Pool.  The credits and
            cash payments associated with the Carryover
            Payment/Credit Pool will be divided in the same
            manner -- 3.25% in credits and 3.25% in cash payments
            -- and delivered in the same manner as the Year 2
            Credit/Payment Pool.  In no event will the aggregate
            amounts of credits and payments for MSA Year 1, MSA
            Year 2, and applications of the Carryover Credit
            Payment/Credit Pool, to Verizon exceed $3,000,000.

   (4) Verizon will continue to provide the Debtors, on a
       transitional basis, with the services provided under the
       GSA Documents through these termination dates:

        GSA Doc.            Doc. Description    Termination Date
        -------             ----------------    ----------------
        SOW No. 1           1500 Seat Avaya        10/31/08
                            hosted services

        SOW NO. 3           1400 Seat Avaya        06/30/08
                            hosted services
    
        SOW No. 8           IP PBX Services        06/30/08
    
        SOW No. 9           275 Seat Avaya
                            hosted services        06/30/08
   
        SOW No. 10          ACD Maintenance        06/30/08
  
        1st Amendment to    Schedules 1,2,3       Various dates
        Communications                             by 11/30/08
        Services Authorized
        User Participation
        Agreement

       The parties purported to terminate an SOW No. 8 in the
       Rockwell Stipulation, based on the Debtors' numbering of
       SOWs, which is SOW No. 7 based on Verizon's reference.     
       SOW No. 8, accordingly, is terminated pursuant to the
       Parties' stipulation, and the Rockwell Stipulation will be
       deemed amended to have terminated SOW No. 7, instead of
       SOW No. 8.  All references to terminated SOWs in both the
       Rockwell Stipulation and the Parties' stipulation,
       will be deemed as pointing to the Verizon SOW number
       references.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer     
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Sets July 28 as Admin. and Rejection Claims Bar Date
-------------------------------------------------------------
Reorganized PRC LLC and its debtor-affiliates inform parties-in-
interests in their Chapter 11 cases that:

   (b) All executory contracts and unexpired leases that (i)
       are not listed in their schedules of leases to be assumed
       pursuant to their Plan of Reorganization, (ii) was not
       previously assumed by order of the Bankruptcy Court, (iii)
       is not a contract pursuant to which the Debtors sell their
       services and which was assumed pursuant to Section 8.1(B)
       of the Plan, or (iv) does not have as its primary purpose
       the licensing of intellectual property rights by the
       Debtors, have or will be rejected by the Debtors as
       provided in the Plan or applicable Court order.

   (a) All proofs of claims for damages related to contracts or
       unexpired leases which have been rejected pursuant to the
       Plan, must be filed by July 28, 2008.

   (c) Each proof of claim must be an original, must
       substantially conform to Court-approved form or the
       Official Form No. 10, will be duly executed and written in
       the English language, must set forth the Debtors' names
       and the Chapter 11 case numbers, including the amounts
       claimed, and must be delivered to the claims agent, Epiq
       Bankruptcy Solutions, LLC.

   (d) Claims for administrative expenses, other than for
       compensation for professional services and reimbursement
       of expenses, that have not yet been paid, must be filed
       and served no later than 90 days after the effective date
       of the Plan.  Otherwise, Claimants will forever be barred
       from asserting their Claims.

   (e) Final fee applications, together with the related proof of
       service, must be filed with the Bankruptcy Court and
       served on:

        -- The Debtors,
        -- Counsel for the Debtors,
        -- The U.S. Trustee,
        -- Chadbourne & Park LLP,
        -- Bingham McCutchen LLP,
        -- Blank Rome LLP, and
        -- Paul, Weiss, Rifkind, Wharton & Garrison LLP.

   (f) Objections to any final fee application must be filed with
       the Bankruptcy Court so as to be filed and actually
       received not later than 4:00 p.m. prevailing Eastern Time
       on the date that is five business days prior to the
       hearing on that application.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer     
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRINTERS ROW: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Printers Row, LLC
        500 S. Dearborn St.
        Chicago, IL 60605

Bankruptcy Case No.: 08-17301

Chapter 11 Petition Date: July 3, 2008

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Morgan M. Smith, Esq.
                     Email: msmith@schwartzcooper.com
                  Schwartz Cooper Chartered
                  180 N. LaSalle St., Ste. 2700
                  Chicago, IL 60601
                  Tel: (312) 346-1300
                  Fax: (312) 264-2489
                  http://www.schwartzcooper.com/

Estimated Assets: $50,000,0000 to $100,000,000

Estimated Debts:  $50,000,0000 to $100,000,000

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Accelerated Assets, LLC        loan                  $7,422,366
Attn: Paul Hastings
Janofsky & Walker, LLP
191 N. Wacker Dr., 30th Fl.
Brad Ritter, Esq.
Tel: (312) 499-600
Fax: (312) 499-6100


QUICK SERVICE: Bids for 17 Church's Chicken Stores Due July 25
--------------------------------------------------------------
Sealed bid offers for 17 Church's Chicken fast food outlets of
Quick Service Foods-Tampa Inc. are due on or before July 25, 2008.

As reported by the Troubled Company Reporter on July 3, 2008,
the Debtor sought and obtained authority from the U.S. Bankruptcy
Court for the Middle District of Florida to sell the 17 stores,
subject to competitive bidding and auction.

The auction will be held on Aug. 4, 2008, at the offices of
Fowler White Boggs Banker, P.A., at 501 E. Kennedy Blvd., Suite
1700, in Tampa, Florida, beginning at 10 a.m.

                      About Quick Service

Quick Service Foods-Tampa Inc. operates Church's Chicken
restaurants in the Orlando and Tampa areas and employs 320 people.  
San Antonio, Texas-based Church's Chicken, founded in 1952, serves
traditional southern and spicy fried chicken.  As of January 2008,
Church's Chicken had 1,600 worldwide locations and sales of more
than $1 billion.  The parent company of Church's Chicken, Cajun
Operating Co., is owned by private equity firm Arcapita --
http://www.arcapita.com/-- is based in Atlanta.

Quick Service filed for Chapter 11 bankruptcy on Feb. 29, 2008
(Bankr. M.D. Fla. Case No. 08-02797).  Fowler White Boggs Banker
PA represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed estimated assets of
$10,000,000 to $50,000,000, and estimated debts of $1,000,000 to
$10,000,000.


RANGE RESOURCES: S&P Holds BB Rating, Changes Outlook to Positive
-----------------------------------------------------------------
Standard and Poor's Ratings Services revised its outlook on Fort
Worth, Texas-based Range Resources Corp. to positive from stable
and affirmed the ratings on the company, including its 'BB'
corporate credit rating.  Pro forma for its recent $250 million of
debt offering and $250 million of equity issuances, Range had
$1.2 billion of reported debt as of March 31, 2008.
     
"The rating action reflects the independent oil and gas
exploration and production company's success in building its
reserves and improving production while maintaining competitive
costs, controlling leverage, and improving liquidity," said
Standard & Poor's credit analyst Ben Tsocanos.
     
S&P expect the company to continue spending aggressively to
develop its assets in the Barnett Shale formation in Texas and its
Nora and Devonian shale plays in Appalachia.  Nevertheless, S&P
could raise its ratings if the company achieves growth,
specifically operating success from its higher risk/reward
Appalachian projects, while controlling costs and maintaining a
prudent capital structure.
     
The rating on Range reflects the company's weak business risk
profile, largely because of the cyclical and capital-intensive
nature of the industry, and its aggressive financial risk profile.
The company pursues an acquire-and-exploit strategy, although its
use of equity to partially fund transactions has considerably
softened the leverage effect of a series of purchases.


RG SUMMIT: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RG Summit Hill, LP
        1771 International Parkway, Ste. 127
        Richardson, TX 75081
        Tel: (972) 989-5277

Bankruptcy Case No.: 08-41672

Chapter 11 Petition Date: June 30, 2008

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Gary Joseph Derer, Esq.
                  2155 Toole Dr.
                  Lucas, TX 75002
                  Tel: (972) 989-5277

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

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

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Scott & Patricia Drescher      personal loan         $75,000
18111 Preston Rd., 9th Fl.
Dallas, TX 75252

Roseanna McGill                personal loan         $50,000
18756 Wainsborough
Dallas, TX 75287

Randolph (Randy) M. Wright     personal loan         $33,833
3109 Deep Valley Dr.
Plano, TX 75075
Tel: (972) 596-7000
Fax: (972) 618-3800

Michael Inkman                 personal loan         $25,000

Jack T. Cooper                 personal loan         $12,500

Tim Lambert                    personal loan         $10,000


RGIS INVENTORY: S&P Changes Outlook to Stable on Losing Sales
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Auburn Hills, Michigan-based RGIS Inventory Specialists to stable
from positive.
     
"The outlook revision is based on the company losing considerable
sales, which were down 5.4% in the first quarter, from increased
competition," said Standard & Poor's credit analyst Charles
Pinson-Rose.  With the lower sales, the company's operating
leverage worsened and overall margins were down 3.8%.  Credit
metrics weakened, with leverage falling to 7.6x, down from 6.9x at
the end of 2007.


RIVER OAKS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: River Oaks Medical Center, L.P.
        4200 Twelve Oaks Dr.
        Houston, TX 77027

Bankruptcy Case No.: 08-11354

Type of Business: The Debtor owns and operates a hospital.  See
                  http://www.riveroakshospitalhouston.com/

Chapter 11 Petition Date: July 2, 2008

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Derek C. Abbott, Esq.
                     Email: dabbott@mnat.com
                  Morris Nichols Arsht & Tunnell
                  1201 N. Market St.
                  Wilmington, DE 19899
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989
                  http://www.mnat.com/

Estimated Assets: $50,000,000 to $100,000,000

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

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
MPT of Shasta, LP              guarantee             unknown
Attn: Michael G. Stewart, Esq.
1000 Urban Center Dr.,
Ste. 501
Birmingham, AL 35242
Tel: (205) 969-3755
Fax: (205) 969-3756

MPT of Twelve Oaks, LP         guarantee             unknown
Attn: Michael G. Stewart, Esq.
1000 Urban Center Dr.,
Ste. 501
Birmingham, AL 35242
Tel: (205) 969-3755
Fax: (205) 969-3756

Owens & Minor, Inc.            general trade payable $405,001
Attn: Gilmer G. Minor,
Chairman & CEO, & Craig R.
Smith, President
9120 Lockwood Blvd.
Mechanicsville, VA 23116
Tel: (804) 747-9794
Fax: (804) 723-7100

Crothall Healthcare, Inc.      general trade payable $377,391
Attn: Robert Kutteh, President
$ CEO
955 Chesterbrook Blvd.
Wayne, PA 19087
Tel: (610) 249-0420
Fax: (610) 892-0500

Mckesson Drug Co.              general trade payable $270,502
Attn: John Hammergren,
Chairman & President
One Post St.
San Francisco, CA 9103
Tel: (415) 983-8300
Fax: (415) 983-8900

Biotronik, Inc.                general trade payable $231,903

Seaspine, Inc.                 general trade payable $223,565

Mckesson Automation, Inc.      general trade payable $214,879

Maxim Staffing Solutions, Inc. general trade payable $193,188

Bayou Anesthesia & Pain, PA    general trade payable $181,763

Perot Systems                  general trade payable $181,528

Zimmer Spine                   general trade payable $158,904

Cohr                           general trade payable $157,774

T. Daniel Holloway, PC         general trade payable $155,783

GE Medical Systems             general trade payable $129,607

ELA Medical, Inc.              general trade payable $127,500

Tornier, Inc.                  general trade payable $126,524

ITA Resources, Inc.            general trade payable $120,175

SUEZ Energy Resources, NA      general trade payable $118,979

American Sleep &               general trade payable $116,600
Cardiopulmonary Services, Inc.

Boston Scientific              general trade payable $112,562
Neuromodulation

Millenium Contractors &        general trade payable $112,008
Operations, LP

Medquist, Inc.                 general trade payable $111,632

Boston Scientific Corp.        general trade payable $109,725

Osteotech Products Division    general trade payable $107,385

Pioneer Surgical Technology    general trade payable $104,225

Johnson & Johnson Health Care  general trade payable $103,235

Health Information Management  general trade payable $102,392

Accent Insurance Recovery      general trade payable $97,709
Solutions

Tarantino Properties, Inc.     general trade payable $91,931


SAIL: Moody's Junks Ratings of Net Interest Margin Securities
-------------------------------------------------------------
Moody's Investors Service has downgraded three net interest margin
securities issued by SAIL.  These NIM transactions rely on excess
spread and prepayment penalties generated by the underlying
residential mortgage backed securities.

These residual cashflows are sensitive to a number of factors
including prepayment speeds, cumulative losses incurred on the
underlying deal's collateral, impact of a stepdown date, breach of
triggers and level of interest rate modifications.  

These securities have been downgraded based upon performance on
the underlying transactions that has negatively impacted future
residual payments to the NIM holders.

The complete list of rating actions is:

Issuer: SAIL Net Interest Margin Notes, Series 2003-2

  -- Cl. A Notes, Downgraded to Ca from Ba2

Issuer: SAIL Net Interest Margin Notes, Series 2003-3

  -- Cl. A Notes, Downgraded to Caa2 from Baa3

Issuer: SAIL Net Interest Margin Notes, Series 2003-5

  -- Cl. A Notes, Downgraded to Caa2 from Baa3


SAM SELTZER'S: Wants to Walk Away from Publix, Ocala Site Leases
----------------------------------------------------------------
Sam Seltzer's Steak Houses of America Inc. asks the U.S.
Bankruptcy Court for the Middle District of Florida for authority
to reject its lease with Publix Super Markets Inc. related to a
restautrant location it closed in June 2008, The Ledger reports.

Sam Seltzer's is required to pay $90,612 annually under the lease.  
The agreement is scheduled to expire in August.

Sam Seltzer's also seeks permission to walk away from a lease for
a site in Ocala, Florida.  The Debtor is required to pay $150,000
in annual rent under the agreement.  The report says the Ocala
site never opened.

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

Sam Seltzer's and 14 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
Middle District of Florida on June 27, 2008 (Lead Case No. 08-
09533).  Amy Denton Harris, Esq., and Harley E. Riedel, Esq., at
Stichter, Riedel, Blain & Prosser, in Tampa, represent the Debtor.

When it filed for bankruptcy, the Debtor disclosed $10,000,000 to
$50,000,000 in estimated assets and debts.  For the fiscal year
ending Oct. 28, 2007, the company had assets of roughly
$18,000,000 and liabilities of $17,400,000, the Ledger reports.


SMITHFIELD FOODS: Sells 4.95% of Shares to COFCO to Pay Debts
-------------------------------------------------------------
Smithfield Foods Inc. has entered into an agreement with COFCO
Limited, China's largest national agricultural trading and
processing company, for the sale of 7,000,000 shares, or 4.95% of
Smithfield's common stock.  The purchase price per share will be
equal to the closing price of Smithfield's common stock on the
pricing date for the offering of the company's convertible senior
notes.  The company plans to use the proceeds of the sale to repay
debts and for other general corporate purposes.

"I am very pleased that COFCO has agreed to make this equity
investment in Smithfield.  We have been working closely together
and this investment represents a significant step in cementing our
relationship for the long term," stated C. Larry Pope,
Smithfield's president and chief executive officer.

"COFCO is a widely respected leader in China's food and
agriculture industry," Mr. Pope said.  "China is experiencing
rapid growth in pork consumption and consumes more pork than the
rest of the world combined. COFCO has introduced Smithfield to
many opportunities in China and we look forward to continue
working together."

Mr. Gaoning Ning, the chairman of COFCO, said, "Smithfield is the
world's largest producer and processor of pork.  We look forward
to building on our existing commercial relationship and exploring
growth opportunities in China's food industry together."

In connection with the sale, Smithfield has agreed to nominate Mr.
Ning for election as a director at its 2008 annual shareholders'
meeting.  COFCO's investment in Smithfield is passive in nature
and the purchase agreement contains standstill provisions.

Smithfield expects to close on an initial $63.1 million of the
shares promptly following the closing of Smithfield's convertible
notes offering.  Settlement on the remainder of the shares will be
subject to completion of Hart-Scott-Rodino antitrust review.

Hogan & Hartson LLP and McGuire Woods LLP are serving as legal
advisors to Smithfield Foods.

Morgan Stanley & Co. Incorporated is acting as financial advisor
and Davis Polk & Wardwell is serving as legal advisor to COFCO.

The sale was made pursuant to Regulation S under the Securities
Act of 1933.

                       About COFCO Limited

COFCO Limited, -- http://www.cofco.com/-- a company owned by the  
government of the People's Republic of China, is the largest
national agricultural trading and processing company in China.
COFCO also has substantial business interests in food and beverage
production, commercial and residential real estate, hotel
operations, financial services and packaging.

                      About Smithfield Foods

With sales of $11 billion, Smithfield, Va.-based Smithfield Foods
Inc. (NYSE: SFD) -- http://www.smithfieldfoods.com/-- processes  
and markets fresh pork and packaged meats in the United States, as
well as produces hogs.  The company conducts its business through
five segments: Pork, International, Hog Production, Other and
Corporate, each of which comprises a number of subsidiaries. The
Pork segment produces a variety of fresh pork and packaged meats
products in the United States and markets them nationwide and to a
number of foreign markets, including China, Japan, Mexico, Russia
and Canada.  The Pork segment operates over 40 processing plants.
The International segment includes its international meat
processing operations that produce a variety of fresh and packaged
meats products.  The HP segment consists of hog production
operations located in the United States, Poland and Romania, as
well as its interests in hog production operations in Mexico.  The
Other segment comprises its turkey production operations and its
interest in Butterball LLC.  During the fiscal year ended April
27, 2008 it discontinued its Beef segment operations.

                            *    *    *

As reported in the Troubled Company Reporter on July 1, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Smithfield Foods Inc. to 'BB-' from 'BB+'.  At the same
time, S&P's assigned a '1' recovery rating to Smithfield Foods'
senior secured notes, indicating expectations of very high (90%-
100%) recovery in the event of a payment default.  The issue-level
rating on the secured notes remains at 'BB+'.  In addition, S&P's
lowered the ratings on the company's senior unsecured notes to
'BB-' from 'BB' and assigned a '4' recovery rating, indicating the
expectation of average (30%-50%) recovery in the event of a
payment default.  The ratings remain on CreditWatch with negative
implications where they were placed on Dec. 3, 2007.  Smithfield
Foods had about $4.2 billion of debt at April 27, 2008.

The TCR said on June 16, 2008, that Moody's Investors Service
placed under review for possible downgrade the long-term ratings
of Smithfield Foods Inc.  Ratings placed under review for possible
downgrade include Corporate family rating at Ba2; Probability of
default rating at Ba2; and Senior unsecured debt at Ba3.  This
action was based Moody's expectation that credit metrics will
remain inconsistent with the rating category, despite the
anticipated receipt of proceeds from the pending sale of
Smithfield's beef business, given worsening returns in the hog
production business and higher than anticipated debt balances at
fiscal year end April 27, 2008.  The company's speculative grade
liquidity rating was lowered to SGL-4 from SGL-3, reflecting
Moody's concern that poor profitability will result in even
heavier reliance on external sources of financing and that
Smithfield will be challenged to meet its bank covenants.


SMITHFIELD FOODS: Mulls Offering $350MM Convertible Senior Notes
----------------------------------------------------------------
Smithfield Foods Inc. intends to offer $350 million aggregate
principal amount of its convertible senior notes due 2013 in a
registered underwritten public offering.

In connection with the offering, Smithfield intends to grant the
underwriters a 30-day option to purchase up to $50 million
aggregate principal amount of additional convertible notes solely
to cover over-allotments, if any.

The notes will be convertible subject to certain conditions into
cash or a combination of cash and shares of Smithfield's common
stock.  The interest rate, conversion rate, offering price and
other terms of the convertible notes will be determined by
negotiations between the underwriters and Smithfield.

Smithfield expects to use a portion of the proceeds from the
offering to fund the net cost of convertible note hedge and
warrant transactions that Smithfield expects to enter into with
affiliates of certain underwriters of the convertible notes,
representing the cost to us of the convertible note hedge
transactions, partially offset by the proceeds to us of the
warrant transactions.

In addition, Smithfield expects to use the proceeds from the
offering to pay down one of its short-term credit lines and its
U.S. revolving credit agreement.  Receipt of net proceeds from the
offering would also result in termination of the commitments of
the lenders under a bridge facility that Smithfield put in place
pending the sale of its beef operations, a transaction it
currently expects will close during the second quarter of its
fiscal year 2009.

Smithfield intends to enter into privately-negotiated warrant
transactions relating to its common stock with the option
counterparties, pursuant to which it may be obligated to issue
shares of its common stock.

The convertible note hedge transactions are expected to reduce the
potential dilution to Smithfield's common stock upon any
conversion of the convertible notes.  However, the warrant
transactions could separately have a dilutive effect to the extent
that the price of Smithfield's common stock exceeds the applicable
strike price of the warrants.

If the underwriters exercise their over- allotment option to
purchase additional convertible notes, the notional size of the
convertible note hedge transactions and warrant transactions will
be automatically increased so that they also relate to a number of
shares of Smithfield's common stock initially issuable upon
conversion of the additional convertible notes.

In connection with establishing their initial hedge of these
convertible note hedge and warrant transactions, Smithfield has
been advised that the option counterparties and their respective
affiliates expect to enter into various over-the-counter
derivative transactions with respect to its common stock
concurrently with or after the pricing of the convertible notes
and, shortly after the completion of the underwriters'
participation in the distribution of the convertible notes,
purchase Smithfield's common stock or other securities, including
the convertible notes, in secondary market transactions.

These activities could have the effect of increasing or preventing
a decline in the price of Smithfield's common stock concurrently
with or following the pricing of the convertible notes.  In
addition, the option counterparties and their affiliates expect to
modify their hedge position after the pricing of the convertible
notes from time to time by entering into or unwinding various
derivative transactions with respect to Smithfield's common stock
and by purchasing or selling Smithfield's common stock or other
securities, including the convertible notes, in secondary market
transactions and are likely to do so during any observation period
related to the conversion of the convertible notes.

These activities could have the effect of increasing, preventing a
decline in or adversely impacting the value of Smithfield's common
stock and the value of the convertible notes.

Citi Goldman Sachs & Co. and JPMorgan are serving as joint book-
running managers for the offering.

Copies of the preliminary prospectus supplement and related
prospectus for the offering can be obtained from the joint-book
running managers for the offering at these addresses or telephone
numbers:

     a) Citi
        Citi-Brooklyn Army Terminal
        140 58th St., 8th Floor
        Brooklyn, NY 11220
        Tel (800) 831-9146    

     b) Goldman Sachs & Co.
        Prospectus Department
        85 Broad St., New York, NY 10004
        Fax (212) 902-9316
        Email prospectus-ny@ny.email.gs.com

     c) JPMorgan
        Prospectus Library
        4 Chase Metrotech Center, CS Level
        Brooklyn, NY 11245
        Tel (718) 242-8002

                      About Smithfield Foods

With sales of $11 billion, Smithfield, Va.-based Smithfield Foods
Inc. (NYSE: SFD) -- http://www.smithfieldfoods.com/-- processes  
and markets fresh pork and packaged meats in the United States, as
well as produces hogs.  The company conducts its business through
five segments: Pork, International, Hog Production, Other and
Corporate, each of which comprises a number of subsidiaries. The
Pork segment produces a variety of fresh pork and packaged meats
products in the United States and markets them nationwide and to a
number of foreign markets, including China, Japan, Mexico, Russia
and Canada.  The Pork segment operates over 40 processing plants.
The International segment includes its international meat
processing operations that produce a variety of fresh and packaged
meats products.  The HP segment consists of hog production
operations located in the United States, Poland and Romania, as
well as its interests in hog production operations in Mexico.  The
Other segment comprises its turkey production operations and its
interest in Butterball LLC.  During the fiscal year ended April
27, 2008 it discontinued its Beef segment operations.

                            *    *    *

As reported in the Troubled Company Reporter on July 1, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Smithfield Foods Inc. to 'BB-' from 'BB+'.  At the same
time, S&P's assigned a '1' recovery rating to Smithfield Foods'
senior secured notes, indicating expectations of very high (90%-
100%) recovery in the event of a payment default.  The issue-level
rating on the secured notes remains at 'BB+'.  In addition, S&P's
lowered the ratings on the company's senior unsecured notes to
'BB-' from 'BB' and assigned a '4' recovery rating, indicating the
expectation of average (30%-50%) recovery in the event of a
payment default.  The ratings remain on CreditWatch with negative
implications where they were placed on Dec. 3, 2007.  Smithfield
Foods had about $4.2 billion of debt at April 27, 2008.

The TCR said on June 16, 2008, that Moody's Investors Service
placed under review for possible downgrade the long-term ratings
of Smithfield Foods Inc.  Ratings placed under review for possible
downgrade include Corporate family rating at Ba2; Probability of
default rating at Ba2; and Senior unsecured debt at Ba3.  This
action was based Moody's expectation that credit metrics will
remain inconsistent with the rating category, despite the
anticipated receipt of proceeds from the pending sale of
Smithfield's beef business, given worsening returns in the hog
production business and higher than anticipated debt balances at
fiscal year end April 27, 2008.  The company's speculative grade
liquidity rating was lowered to SGL-4 from SGL-3, reflecting
Moody's concern that poor profitability will result in even
heavier reliance on external sources of financing and that
Smithfield will be challenged to meet its bank covenants.


SMITHFIELD FOODS: Joint Venture Unit Merges with Spain's Campofrio
------------------------------------------------------------------
Groupe Smithfield Holdings, S.L., a 50/50 joint venture between
Smithfield Foods Inc. and funds controlled by Oaktree Capital
Management LLC, on June 30, 2008, agreed to merge with Campofrio
Alimentacion, S.A.  Campofrio is a company organized and existing
under the laws of Spain.

Under the terms of the Merger, Campofrio, a publicly-traded
company on the Spanish Stock Exchange, will issue shares to the
Company and the Oaktree Funds in exchange for all of the
membership interests in Groupe Smithfield.

Smithfield Foods, which currently controls about 24% of the
outstanding shares of Campofrio, will control about 36% of the
outstanding shares of the combined company after giving effect to
the merger.  Following the Merger, Campofrio's board of directors
will have a nine members that will include two representatives of
Smithfield Foods and two representatives of the Oaktree Funds.

In connection with the merger, Smithfield Foods agree that for a
period of three years it will not (i) be entitled to exercise
voting rights with respect to more than 30% of the outstanding
shares of Campofrio, (ii) appoint more than one-half of the
directors of Campofrio or (iii) acquire any additional shares of
Campofrio.  

Following the three-year period, Smithfield Foods will continue to
be prohibited from appointing more than one-half of the directors
of or acquiring additional shares of Campofrio unless it offers to
acquire all of the outstanding shares of Campofrio at a fair price
determined in accordance with applicable Spanish law.  The above
restrictions and obligations are subject to limited exceptions.  
Smithfield Foods will also agree not to pursue any opportunity to
acquire, finance or otherwise invest in any processed meats
business within the member countries of the European Union, other
than Poland and Romania, unless it has first offered such
opportunity to Campofrio.

The merger is subject to the approval of the stockholders of
Campofrio and to customary closing conditions and regulatory
approvals, including the grant of a takeover bid exemption by the
Spanish securities regulator, CNMV.  Smithfield Foods expects the
merger to close in the company's third fiscal quarter.  After the
merger, the company would continue to account for its investment
in Campofrio under the equity method of accounting.

                          About Campofrio

Campofrio Alimentacion SA (MCE: CPF) is a Spain-based company
engaged in the food industry.  The company specializes in the
processing, commercialization and distribution of pork and beef
meat derivatives, such as sausages, cooked ham or cured meat.
Additionally, it produces and distributes poultry and fish
products.  It markets its products under the Campofrio,
Finissimas, Vuelta y Vuelta, Sanissimo, Pavofrio and Pollofrio
brands.  Campofrio Alimentacion SA is a parent company of Grupo
Campofrio.  The company's main subsidiaries are: Campofrio
Portugal SA, Tenki International Holding BV, Carnes Selectas 2000
SAU and Campofrio Internacional Finance SARL, among others.  The
company mainly operates in Spain, Portugal, France, Romania and
Russia.  Its production plants are located in Burgos, Madrid,
Toledo, Soria, Valencia and Caceres.

                      About Smithfield Foods

With sales of $11 billion, Smithfield, Va.-based Smithfield Foods
Inc. (NYSE: SFD) -- http://www.smithfieldfoods.com/-- processes  
and markets fresh pork and packaged meats in the United States, as
well as produces hogs.  The company conducts its business through
five segments: Pork, International, Hog Production, Other and
Corporate, each of which comprises a number of subsidiaries. The
Pork segment produces a variety of fresh pork and packaged meats
products in the United States and markets them nationwide and to a
number of foreign markets, including China, Japan, Mexico, Russia
and Canada.  The Pork segment operates over 40 processing plants.
The International segment includes its international meat
processing operations that produce a variety of fresh and packaged
meats products.  The HP segment consists of hog production
operations located in the United States, Poland and Romania, as
well as its interests in hog production operations in Mexico.  The
Other segment comprises its turkey production operations and its
interest in Butterball LLC.  During the fiscal year ended April
27, 2008 it discontinued its Beef segment operations.

                            *    *    *

As reported in the Troubled Company Reporter on July 1, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Smithfield Foods Inc. to 'BB-' from 'BB+'.  At the same
time, S&P's assigned a '1' recovery rating to Smithfield Foods'
senior secured notes, indicating expectations of very high (90%-
100%) recovery in the event of a payment default.  The issue-level
rating on the secured notes remains at 'BB+'.  In addition, S&P's
lowered the ratings on the company's senior unsecured notes to
'BB-' from 'BB' and assigned a '4' recovery rating, indicating the
expectation of average (30%-50%) recovery in the event of a
payment default.  The ratings remain on CreditWatch with negative
implications where they were placed on Dec. 3, 2007.  Smithfield
Foods had about $4.2 billion of debt at April 27, 2008.

The TCR said on June 16, 2008, that Moody's Investors Service
placed under review for possible downgrade the long-term ratings
of Smithfield Foods Inc.  Ratings placed under review for possible
downgrade include Corporate family rating at Ba2; Probability of
default rating at Ba2; and Senior unsecured debt at Ba3.  This
action was based Moody's expectation that credit metrics will
remain inconsistent with the rating category, despite the
anticipated receipt of proceeds from the pending sale of
Smithfield's beef business, given worsening returns in the hog
production business and higher than anticipated debt balances at
fiscal year end April 27, 2008.  The company's speculative grade
liquidity rating was lowered to SGL-4 from SGL-3, reflecting
Moody's concern that poor profitability will result in even
heavier reliance on external sources of financing and that
Smithfield will be challenged to meet its bank covenants.


SMITHFIELD FOODS: Amends U.S. and European Credit Facilities
------------------------------------------------------------
Smithfield Foods Inc. executed amendments to its US$1,300,000,000
secured revolving credit facility and its EUR300,000,000 secured
revolving credit facility on June 25, 2008, and June 26, 2008.  
The amendments reduce the interest ratio coverage covenants from
3.0 to 1 to 2.0 to 1 under the U.S Credit Facility and the Euro
Credit Facility until the end of the company's fiscal 2009.

The second amendment dated June 25, 2008, pertains to a revolving
credit agreement dated as of Aug. 19, 2005, among the company,  
subsidiary guarantors, lenders, Calyon New York Branch,
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank
International," New York Branch and SunTrust Bank, as co-
documentation agents, Citicorp USA Inc., as syndication agent and
JPMorgan Chase Bank, N.A., as administrative agent, relating to a
US$1,300,000,000 secured revolving credit facility, as amended.

A full-text copy of the second amendment to the revolving credit
agreement is available for free at
http://ResearchArchives.com/t/s?2f0a

The amendment dated June 26, 2008, pertains to multi-currency
revolving facility agreement dated Aug. 22, 2006, between
Smithfield Foods, Smithfield Capital Europe B.V., subsidiary
guarantors, lenders, BNP Paribas and Societe Generale Corporate &
Investment Banking as lead arrangers, and Societe Generale as
facility agent and security agent relating to a EUR300,000,000
secured revolving credit facility.

A full-text copy of the multicurrency revolving facility agreement
is available for free at http://ResearchArchives.com/t/s?2f0b

                      About Smithfield Foods

With sales of $11 billion, Smithfield, Va.-based Smithfield Foods
Inc. (NYSE: SFD) -- http://www.smithfieldfoods.com/-- processes  
and markets fresh pork and packaged meats in the United States, as
well as produces hogs.  The company conducts its business through
five segments: Pork, International, Hog Production, Other and
Corporate, each of which comprises a number of subsidiaries. The
Pork segment produces a variety of fresh pork and packaged meats
products in the United States and markets them nationwide and to a
number of foreign markets, including China, Japan, Mexico, Russia
and Canada.  The Pork segment operates over 40 processing plants.
The International segment includes its international meat
processing operations that produce a variety of fresh and packaged
meats products.  The HP segment consists of hog production
operations located in the United States, Poland and Romania, as
well as its interests in hog production operations in Mexico.  The
Other segment comprises its turkey production operations and its
interest in Butterball LLC.  During the fiscal year ended April
27, 2008 it discontinued its Beef segment operations.

                            *    *    *

As reported in the Troubled Company Reporter on July 1, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Smithfield Foods Inc. to 'BB-' from 'BB+'.  At the same
time, S&P's assigned a '1' recovery rating to Smithfield Foods'
senior secured notes, indicating expectations of very high (90%-
100%) recovery in the event of a payment default.  The issue-level
rating on the secured notes remains at 'BB+'.  In addition, S&P's
lowered the ratings on the company's senior unsecured notes to
'BB-' from 'BB' and assigned a '4' recovery rating, indicating the
expectation of average (30%-50%) recovery in the event of a
payment default.  The ratings remain on CreditWatch with negative
implications where they were placed on Dec. 3, 2007.  Smithfield
Foods had about $4.2 billion of debt at April 27, 2008.

The TCR said on June 16, 2008, that Moody's Investors Service
placed under review for possible downgrade the long-term ratings
of Smithfield Foods Inc.  Ratings placed under review for possible
downgrade include Corporate family rating at Ba2; Probability of
default rating at Ba2; and Senior unsecured debt at Ba3.  This
action was based Moody's expectation that credit metrics will
remain inconsistent with the rating category, despite the
anticipated receipt of proceeds from the pending sale of
Smithfield's beef business, given worsening returns in the hog
production business and higher than anticipated debt balances at
fiscal year end April 27, 2008.  The company's speculative grade
liquidity rating was lowered to SGL-4 from SGL-3, reflecting
Moody's concern that poor profitability will result in even
heavier reliance on external sources of financing and that
Smithfield will be challenged to meet its bank covenants.


SOLOMON TRANSPORT: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Solomon Transport Service, Inc.
        2081 Carolwood Dr.
        Arcadia, CA 91006
        Tel: (888) 723-7241

Bankruptcy Case No.: 08-19794

Chapter 11 Petition Date: July 2, 2008

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Paul R. Shankman, Esq.
                  Email: pshankman@jhindslaw.com
                  21515 Hawthorne Blvd., Ste. 1150
                  Torrance, CA 90503
                  Tel: (310) 316-0500
                  http://jhindslaw.com/

Total Assets: $3,000,000

Total Debts:  $2,092,000

A copy of Solomon Transport Service, Inc.'s petition is available
for free at:

      http://bankrupt.com/misc/cacb08-19794.pdf


SUPERIOR ESSEX: S&P Retains 'BB' Rating Under Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Superior
Essex Inc., including the 'BB' corporate credit rating, remain on
CreditWatch with developing implications.  The ratings were placed
on CreditWatch on June 11, 2008, following Superior Essex's
announcement that it signed a definitive agreement to be acquired
by Korean-based LS Cable Ltd. (unrated) for $900 million, or
$45 per share in a cash tender offer.  Developing implications
means that S&P could raise or lower the ratings.
     
Superior Essex, in its Schedule 14D-9 public filing dated July 1,
2008, indicated that LS Cable has received a debt commitment
letter from its lenders that will provide up to $350 million of
asset-backed senior secured credit facilities for the purpose of
redeeming the outstanding $257 million 9% senior notes due 2012.
     
"We will monitor the redemption and will withdraw the ratings on
Superior Essex's senior notes if it is successful," said Standard
& Poor's credit analyst David Tsui.


SUPERIOR ESSEX: S&P Retains 'BB' Rating Under Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Superior
Essex Inc., including the 'BB' corporate credit rating, remain on
CreditWatch with developing implications.  The ratings were placed
on CreditWatch on June 11, 2008, following Superior Essex's
announcement that it signed a definitive agreement to be acquired
by Korean-based LS Cable Ltd. (unrated) for $900 million, or
$45 per share in a cash tender offer.  Developing implications
means that S&P could raise or lower the ratings.
     
Superior Essex, in its Schedule 14D-9 public filing dated July 1,
2008, indicated that LS Cable has received a debt commitment
letter from its lenders that will provide up to $350 million of
asset-backed senior secured credit facilities for the purpose of
redeeming the outstanding $257 million 9% senior notes due 2012.
     
"We will monitor the redemption and will withdraw the ratings on
Superior Essex's senior notes if it is successful," said Standard
& Poor's credit analyst David Tsui.


TEXAS PETROCHEMICALS: To Distribute Reserve Shares on September 15
------------------------------------------------------------------
Texas Petrochemicals Inc.'s board of directors directed Texas
Petrochemicals LP to make final distribution of the reserve shares
held by TPLP in connection with its Chapter 11 proceeding.  The
distribution will be on or about Sept. 15, 2008.

As a result, TPLP will distribute approximately 610,000 shares in
the company to unsecured creditors pursuant to TPLP's Plan of
Reorganization.

The shares to be distributed have been issued and outstanding
since May 6, 2004, and will not impact the calculation of earnings
per share of the company.

Headquartered in Houston, Texas, Texas Petrochemicals LP,
(OTC Pink Sheets: TXPI) -- http://www.txpetrochem.com/-- is a
premier chemical company with more than $1 billion in annual
sales.  The company provides quality C4 chemical products and
services to both local and global industry companies.  The company
has manufacturing facilities in the industrial corridor adjacent
to the Houston Ship Channel, Port Neches and Baytown, Texas and
operates a product terminal in Lake Charles, Louisiana.  After
filing for chapter 11 protection on July 20, 2003 (Bankr. S.D.
Tex. Case No. 03-40258), the parent company emerged from
bankruptcy in May 2004.  The Court confirmed the Plan filed by
Huff Alternative Income Fund LP for Texas Petrochemical Holdings
Inc., and TPC Holdings LLC on April 24, 2005.  When the Debtors
filed for protection from their creditors, they listed
$512,417,000 in total assets and $448,866,000 in total debts on a
consolidated basis.  Mark W. Wege, Esq., at Bracewell & Patterson,
LLP represents the Debtors.


TOUGHER INDUSTRIES: Ch. 11 Ongoing; Former Owner to be Sentenced
----------------------------------------------------------------
Former Tougher Industries Inc. owner Steven Shaw is set to receive
a prison sentence on Oct. 14, The Business Review (Albany)
reports, citing court filings.

On June 13, Mr. Shaw pleaded guilty to charges of tax evasion,
embezzlement and other fraud to secure a $6.1 million loan from
Berkshire Bank.  He also pleaded guilty to embezzling from a
company health benefit plan.

Mr. Shaw faces up to 30 years in prison and a maximum of
$1 million fine, the report said.  He also admitted that he used
$41,000 in company funds to buy a Sea Ray boat for his personal
use, and that he used $100,000 of company funds to help purchase
personal real estate on Lake George, according to the report.

Tougher Industries, Inc. is based in Albany, NY.  It is a
mechanical contractor.  The Debtor filed for Chapter 11 protection
on Nov. 3, 2006.  The Debtor was already purchased and given extra
financing from its new owners, Massachusetts firm J. Norbert
Properties LLC, but the bankruptcy case is ongoing, according to
the report.  The Debtor did not disclose the value of its assets
when it filed for bankruptcy.  It listed estimated debt of $1
million to $100 million.


TRIBUNE CO: LA Times Unit Cuts 17% of Editorial Workforce
---------------------------------------------------------
The Tribune Co.-owned Los Angeles Times intends to cut around 250
jobs, including 17% of its news staff, and cut back on its
published pages by 15%, to reign in rising costs, various reports
say.

In a memo distributed by L.A. Times editor Russ Stanton, the
paper said 150 editors will be laid off out of a total of 840 news
staff.  The Times nearly had 1,200 editors in 2000, Reuters notes.

In addition, some 100 jobs from the paper's other divisions will
be cut, The Wall Street Journal cites L.A. Times publisher David
Hiller.  Most of these jobs in the business departments are
already gone, while editorial positions will be eliminated on
Labor Day.

L.A. Times is Tribune's largest paper, according to the Wall
Street Journal.

In the memo, Mr. Stanton told the staff that the "moves will be
difficult and painful", Reuters relates.  "But it is absolutely
crucial that as we move through this process, we must maintain our
ambition and our determination to produce the highest-quality
journalism in print and online, every day," Mr. Stanton told the
staff.

Mr. Hiller also told the Times staff that the measures are for the
paper's "long-term survival".

Company officials have assumed that the economic downturn that has
caused the paper's lowered profitability and declining revenues
will bottom out by early next year, the Associated Press says.  
The paper's efforts to cut back on expenses are also influenced by
pressure to pay off part of its $13 billion, which comes due this
year and 2009.

                      About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating                
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


TRONOX WORLDWIDE: Moody's to Review B3 Rating for Likely Cut
------------------------------------------------------------
Moody's Investors Service placed the ratings of Tronox Worldwide
LLC (corporate family rating of B3) under review for possible
downgrade following the statement that management has been granted
a waiver by its bank group to prevent any potential breach of its
leverage covenant in the second quarter ended June 30, 2008.

In the 8K filed with the SEC, Tronox has been given until July 31,
2008 to obtain an amendment that would relax its financial
covenants through year-end.  Moody's notes that Tronox
successfully agreed with its bank group to a second amendment, on
Feb. 8, 2008, to relax the debt covenants on its credit
facilities.

While the willingness of the banks to grant a waiver and work with
management to provide further covenant relief is positive for
Tronox's liquidity, the need for such relief, reflecting weakness
in the ability to generate free cash flow, continues to be a
concern.  Furthermore, Moody's is concerned that Tronox will need
to adjust covenants further to maintain access to the facility in
2009.

Tronox's and the industry's pricing power has been adversely
affected by a downturn in the North American housing industry,
which Moody's feels may be prolonged combined with a substantial
increase in ore and energy costs.  Major end uses for Tronox's
Ti02 include architectural paints and coatings and PVC.

Moody's review will examine the company's ratings given the lack
of improvement in financial metrics over the past six months, the
potential impact of a slowdown in the US economy in 2008-2009, the
success of recently initiated price increases, potential further
weakness in the company's titanium dioxide (Ti02) businesses,
understanding of other possible strategic options, and the
likelihood of other options to generate cash.

This review is expected to be resolved by the end of August 2008.  
Tronox's LGD assessments and point estimates are not under review
but are subject to change at the conclusion of the review.

On Review for Possible Downgrade:

Issuer: Tronox Worldwide LLC

  -- Probability of Default Rating, B3
  -- Corporate Family Rating, B3
  -- Senior Secured Bank Credit Facility, Ba3 19% LGD-2
  -- Senior Unsecured Regular Bond/Debenture, Caa1 73% LGD-5

Outlook Actions:

Issuer: Tronox Worldwide LLC

  -- Outlook, Changed To Rating Under Review From Negative

On June 4, 2008, Moody's Investors Service lowered Tronox's
corporate family rating to B3 from B2 and assigned a negative
outlook as Moody's expected continued weakness in Ti02 pricing,
which would likely diminish free cash flow from operations over
the next 12-18 months.  Moody's also indicated that the prospect
of weaker cash flows could create a need for further amendments to
the credit facility over time.

Tronox Worldwide LLC is the third-largest global producer of TiO2,
a white pigment used in a wide range of products for its ability
to impart whiteness, brightness and opacity.  TiO2 is used in a
variety of products including paints and coatings, plastics, paper
and consumer products.  The company commands a 12% global market
share in TiO2, reporting sales of $1.4 billion for the 12 months
ended March 31, 2008.


TROPICANA ENT: Wants to Set September 26 as Claims Filing Deadline
------------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to establish:

   (a) Sept. 26, 2008, at 6:00 p.m., Pacific Time, as the
       deadline for all persons or entities, other than
       governmental units, holding a claim against any of the
       Debtors to file claims;

   (b) Nov. 2, 2008, at 6:00 p.m., Pacific Time, as the deadline
       for all governmental units to file claims against any of
       the Debtors;

   (c) except where a claim has been included in the Schedules of
       Assets and Liabilities as disputed, contingent or
       unliquidated,establish the later of (i) the General Bar
       Date or the Governmental Bar Date, as applicable to the
       claim; or (ii) 20 calendar days after the claim holder is
       served with notice that the Debtors have amended their
       Schedules, as the bar date for filing a proof of claim
       with respect to that amended claim; and

   (d) except as otherwise set forth in any order authorizing
       rejection of an executory contract or unexpired lease,
       establish the later of (i) the General Bar Date or the
       Governmental Bar Date, as applicable to the claim; or (ii)
       30 days after the rejection order date, as the bar date by
       which a proof of claim relating to the Debtors' rejection
       of that contract or lease must be filed.

Although Rule 2002(a)(7) of the Federal Rules of Bankruptcy
Procedure generally provides that all parties-in-interest must
receive, at a minimum, 20 days' notice of the time fixed for
filing proofs of claim pursuant to Bankruptcy Rule 3003(c),
neither the Bankruptcy Code, the Bankruptcy Rules, nor the Local
Rules specify a time by which proofs of claim must be filed in
Chapter 11 cases, other than Section 502(b)(9) of the Bankruptcy
Code, which provides that governmental units will have a minimum
180 days after entry of the order for relief to file proofs of
claim, Mark D. Collins, Esq., at Richards Layton & Finger P.A.,
in Wilmington, Delaware, notes.

Here, the Debtors propose to give all creditors more than 60
days' notice of the Bar Dates.  The Debtors intend to file their
Schedules on or before July 7, 2008.  Creditors will, therefore,
have ample time to review the Schedules and their own records and
file a claim, if necessary, Mr. Collins says.

The Debtors propose to serve notice of the Bar Dates and a proof
of claim form upon all known entities holding potential
prepetition claims within 10 business days after the Bar Date
order is entered.  The Debtors anticipate to serve the notice no
later than July 24, 2008.

                 Entities Required to File Claims

The Debtors propose that these persons or entities be required to
file proofs of claim before the General Bar Date:

   (a) any party whose claim against a Debtor is not listed in
       the applicable Debtor's Schedules or is listed as
       disputed, contingent, or unliquidated;

   (b) any party who desires to participate in any of the
       Debtors' Chapter 11 cases or share in any distribution in
       any of the Debtors' cases; and

   (c) any party who believes that its claim is improperly
       classified in the Schedules or is listed in an incorrect
       amount and who desires to have its claim allowed in a
       classification or amount other than that identified in the
       Schedules.

The Debtors propose to excuse these persons or entities from
filing proofs of claim:

   (a) any Debtor having a claim against another Debtor;

   (b) a claim holder for which a specific deadline previously
       has been fixed by the Court;

   (c) any claim holder whose claim has been paid in full by any
       of the Debtors, pursuant to the Bankruptcy Code or in
       accordance with a Court order;

   (d) any holder of a claim allowable under Sections 503(b) and
       507(a)(2) of the Bankruptcy Code as an expense of
       administration.

   (e) any person or entity whose claim is limited exclusively to
       the repayment of principal, interest or other applicable
       fees and charges on or under one of more of the 9-5/8%
       Senior Subordinated Notes due 2014, issued by Tropicana
       Entertainment, LLC, and Tropicana Finance Corp. under
       the Indenture, dated December 28, 2006.

The Indenture Trustee is required to file a proof of claim on or
before the General Bar Date with respect to all Note claims.  Any
holder of a Note wishing to assert a claim, other than a note
claim, arising out of or relating to the Notes is required to
file a proof of claim by the General Bar Date.

According to Mr. Collins, failure to file a proof of claim
pursuant to the Bankruptcy Code, the Bankruptcy Rules or the Bar
Date order with respect to a particular claim against a Debtor
would forever bar, estop, and enjoin any person or entity from:

    -- asserting any claim against the Debtors that is (i) in an
       amount that exceeds the amount, if any, identified in the
       Schedules on behalf of the entity as undisputed, non-
       contingent and liquidated, or (ii) of a different nature
       or classification than any claim identified in the
       Schedules; or

    -- voting upon, or receiving distributions, under any plan of
       reorganization in the Debtors' bankruptcy cases in respect
       of an Unscheduled Claim.

                       Notice of Bar Dates

The Debtors propose to mail notice of the Bar Dates only to their
known creditors, and they propose to rely on publication to give
notice to their unknown creditors.

The Debtors seek authority to publish notice of the Bar Dates in
The Wall Street Journal (national edition), the Press of Atlantic
City, the Newark Star Ledger, the Las Vegas Review Journal, the
Evansville Courier, the Baton Rouge Advocate, International
Gaming and Wagering Business, and other local newspapers, trade
journals or similar publications, at least 30 days before the
General Bar Date.

As soon as practicable, but no later than 10 business days after
the Bar Date order, the Debtors intend to mail the Bar Date
Notice Package, consisting of the notice and a proof of claim
form, by first class United State mail, postage prepaid, to 11
notice groups, including:

    -- all known potential creditors and their counsel;
    -- counsel of the Official Committee of Unsecured Creditors;
    -- all parties that have requested notice of proceedings;
    -- all parties that have filed proofs of claim;
    -- the Securities and Exchange Commission; and
    -- the Indenture Trustee.

For any claim to be validly and properly filed, a signed original
of a completed proof of claim, together with any required
accompanying documentation, must be delivered on or before the
applicable Bar Date to the Debtors' Claims Agent Kurtzman Carson
Consultants LLC at:

     Tropicana Claims Processing
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, California 90245

The Debtors propose that proofs of claim be submitted in person,
by courier service, by hand delivery or by mail.  Proofs of claim
will be deemed filed when actually received by KCC.  Proofs of
claim submitted by facsimile or electronic mail will not be
accepted.

The Debtors also propose that persons or entities asserting
claims against multiple Debtors file a separate proof of claim
with respect to each Debtor and identify on each proof of claim
the particular Debtor against which their claim is asserted.

The Debtors also propose that if more than one Debtor is listed
on the proof of claim, they will treat the claim as filed against
only the first listed Debtor.  Any claim filed under the joint
administration case number -- Tropicana Entertainment, LLC, Case
No. 08-10856 (KJC) -- or otherwise without identifying a Debtor
be deemed as filed only against Tropicana Entertainment.

The Debtors also ask the Court to approve their proposed form and
manner of notice of the Bar Dates.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of     
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP represents the
Debtors in their restructuring efforts.  Their financial advisor
is Lazard Ltd.  Their notice, claims, and balloting agent is
Kurtzman Carson Consultants LLC.  The Debtors' consolidated
financial condition as of Feb. 29, 2008, showed $2,845,847,596 in
total assets and $2,429,890,642 in total debts.

(Tropicana Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


TROPICANA ENT: Sec. 341(a) Meeting Adjourned, Schedules Due July 7
------------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates intend to
file their Schedules of Assets and Liabilities, Schedules of
Income and Expenditures, Schedules of Executory Contracts and
Unexpired Leases, and Statements of Financial Affairs on or before
July 7, 2008.

In this connection, Roberta A. DeAngelis, acting U.S. Trustee for
Region 3, will adjourn the initial meeting of creditors the
Debtors' Chapter 11 cases pursuant to Section 341(a) of the
Bankruptcy Code commenced on June 13, 2008, to a future date, yet
to be determined, pending the Debtors' filing of their Schedules.

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of     
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP represents the
Debtors in their restructuring efforts.  Their financial advisor
is Lazard Ltd.  Their notice, claims, and balloting agent is
Kurtzman Carson Consultants LLC.  The Debtors' consolidated
financial condition as of Feb. 29, 2008, showed $2,845,847,596 in
total assets and $2,429,890,642 in total debts.

(Tropicana Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


TROPICANA ENT: Conservator Has Until October 16 to Sell NJ Casino
-----------------------------------------------------------------
The New Jersey Commission has granted retired former Supreme Court
Justice Gary Stein, Tropicana Atlantic City's state-appointed
conservator, a 120-day extension, until Oct. 16, 2008, to sell the
New Jersey casino at a price near or at fair market value.

Justice Stein has engaged in discussions with advisors to lenders
under Tropicana Entertainment's Senior Credit Facility and
holders of its 9-5/8% Senior Subordinated Notes concerning the
sale of Tropicana Atlantic City.

On May 29, 2008, the conservator for the Tropicana Atlantic City
asked for additional time to complete the sale of the casino hotel
complex, stating that bids for the Atlantic Casino are
unreasonably low.  Mr. Stein declined to state the number of bids
received for Tropicana Atlantic, but other news agencies related
that bids received for the casino range from $800,000,000 and
$950,000,000.

Justice Stein said that all bids have been rejected, and the sale
process will start over.

According to PressofAtlanticCity.com, creditors and Justice Stein
are "leaning toward a pre-planned sale under the auspices of the
U.S. Bankruptcy Court to clear up a host of legal and financial
issues that otherwise might not be resolved."

The Online Casino Advisory said that New Jersey Commission
chairman Linda Kassekert has assured potential bidders that a
filing under Section 363 of the Bankruptcy Code "would guarantee
a  free an clear title, with a short period of time before the
closing of the sale."

Additionally, the Superior Court of New Jersey, Appellate
Division, has affirmed the decision of the New Jersey Casino
Control Commission to revoke the license of Tropicana Casino and
Resort of Atlantic City.

"The record strongly supports a finding that Tropicana's conduct
was purposeful and characterized by a philosophy or desire to do
things its way rather than in the manner required by the New
Jersey regulatory scheme," said the ruling by the Superior Court
of New Jersey Appellate Division.

"The findings made by the commission that Tropicana lacked
financial integrity and responsibility, as well as business
ability, are amply supported by the record."

According to The Philadelphia Inquirer, the Supreme Court sided
with the five-member New Jersey Casino Control Commission on
virtually every issue, including Tropicana Entertainment, LLC
unit Adamar of New Jersey Inc.'s financial unsuitability and
unsanitary conditions at the Casino because of mass layoffs
ordered by Adamar.

Tropicana Entertainment said the Commission's decision to deny
renewal of its license "triggered a series of cascading events
that have lead directly to Tropicana's bankruptcy petition.  On
behalf of a trust formed to handle the Casino's assets, Judge
Stein has been authorized to sell Tropicana Atlantic City assets.  
Tropicana Atlantic City features more than 2,000 hotel rooms in
three hotel towers, and a a casino occupying almost 150,000 square
feet, among other things.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of     
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP represents the
Debtors in their restructuring efforts.  Their financial advisor
is Lazard Ltd.  Their notice, claims, and balloting agent is
Kurtzman Carson Consultants LLC.  The Debtors' consolidated
financial condition as of Feb. 29, 2008, showed $2,845,847,596 in
total assets and $2,429,890,642 in total debts.

(Tropicana Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


TW TELECOM: S&P Revises Outlook to Positive from Stable
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Denver-
based competitive local exchange carrier tw telecom inc. (twt;
formerly Time Warner Telecom Inc.) to positive from stable.  At
the same time, S&P affirmed all the company's existing ratings,
including its 'B' corporate credit rating.  As of March 31, 2008,
the company had $1.4 billion of funded debt outstanding.
     
"The outlook revision reflects the improvement in net free cash
flow deficits over the past year since the acquisition of CLEC
Xspedius," said Standard & Poor's credit analyst Allyn Arden.  It
also reflects S&P's view that it is well positioned to generate
more meaningful levels of net free cash flow over the next several
years.


UNIFI INC: Sells Polyester Plant to Reliance Industries for $12MM
-----------------------------------------------------------------
Unifi Kinston, LLC, a wholly owned subsidiary of Unifi, Inc., and
Reliance Industries USA, Inc., entered into an Asset Purchase
Agreement, which provides for the sale of all remaining assets and
structures, located at the Unifi Kinston's polyester manufacturing
facility in Kinston, North Carolina, to Reliance for $12,184,000.  
Out of the proceeds from the Sale, Unifi Kinston will pay E.I.
DuPont de Nemours a $3,666,666 payment, to satisfy certain
demolition and removal obligations created by the sale of these
assets.

Upon the closing of the sale, Unifi Inc. expects to record a gain
of approximately $6,900,000.  Unifi Inc. anticipates that the
closing of the sale will occur during the first half of its fiscal
2009; however the closing is subject to customary due diligence
and closing procedures and Unifi Inc. makes no assurance that the
sale will close during this time period or at all.

Headquartered in Greensboro, North Carolina, Unifi Inc. (NYSE:
UFI) -- http://www.unifi.com/ -- is a diversified producer and    
processor of multi-filament polyester and nylon textured yarns and
related raw materials.  Key Unifi brands include, but are not
limited to: aio(R) - all-in-one performance yarns, Sorbtek(R),
A.M.Y.(R), Mynx(R) UV, Repreve(R), Reflexx(R), MicroVista(R), and
Satura(R).  Unifi's yarns and brands are readily found in home
furnishings, apparel, legwear, and sewing thread, as well as
industrial, automotive, military, and medical applications.

                          *     *     *

The company's 11-1/2% Senior Secured Notes due 2014 carry Moody's
Investors Service's Caa2 rating and Standard & Poor's Rating
Services' CCC+ rating.


VICTORY MEMORIAL: SUNY Takes Over Operations in 11th Hour Deal
--------------------------------------------------------------
Victory Memorial Hospital was scheduled to lose its license on
July 1, 2008, per a 2006 NYSDOH report ordering its closure.  At
the eleventh hour, the hospital reached a backroom deal with the
State University of New York Downstate Medical Center to keep the
hospital's operations, The Bay Ridge Rover and The Brooklyn Paper
report.

Under the deal, the facility was renamed SUNY Downstate at Bay
Ridge.  The facility will continue to run its urgent care, and
diagnostic and treatment centers.

The facility will also continue to run the ambulatory surgery unit
for another two weeks, until Downstate receives a state
certification to run that unit, Brooklyn Paper says.

The reports say SUNY Downstate Bay Ridge will rent the space from
the Abe Leser Group, which bought the hospital for $44.9 million
in May 2008.

Brooklyn Paper says the parties had been in negotiations for
several weeks.  The deal, the report says, abated fears of many
Victory employees and nearby residents who worried that the
hospital's pending closure would leave the neighborhood
underserved.

As reported by the Troubled Company Reporter on May 20, 2008,
Victory Memorial Hospital and its debtor-affiliates delivered to
the United States Bankruptcy Court for the Eastern District of New
York a disclosure statement explaining their Chapter 11 Plan of
Reorganization.  The Plan contemplates the liquidation of
substantial assets of the Debtors and the payment in full of all
allowed secured claims and allowed unsecured priority claims.

On the Plan effective date, the Debtors will assign all account
receivable valued at $9.5 million to the liquidating trust.  The
proceeds of the accounts receivables will be available for the
liquidating trust for distribution under the Plan.  The Plan
enables the Debtors to pursue avoidance and other actions in an
aggregate amount of at least $14 million.  The Debtors have
assigned to the liquidating trust the exclusive right to commence
and to continue the prosecution of all pending avoidance and other
actions.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2c24

A full-text copy of the Chapter 11 Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?2c25

                    About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


VISUAL IMAGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Visual Image Concepts, Inc.
        fka Knit Heaven, Inc.
        dba VCI
        dba Johnson Industries
        dba Visual Concepts Image, Inc.
        dba Best American Brand
        dba LA Premium
        1234 E. 58th St.
        Los Angeles, CA 90011

Bankruptcy Case No.: 08-19798

Chapter 11 Petition Date: July 2, 2008

Court: Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Rosendo Gonzalez, Esq.
                  Email: rossgonzalez@earthlink.net
                  515 S. Figueroa St., Ste. 1970
                  Los Angeles, CA 90071
                  Tel: (213) 452-0070
                  Fax: (213) 452-0080

Total Assets: $1,909,833

Total Debts:  $7,130,961

A copy of Visual Image Concepts, Inc.'s petition is available for
free at:

      http://bankrupt.com/misc/cacb08-19798.pdf


WACHOVIA BANK: S&P Places Six Low-B Ratings Under Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on two
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2005-C20 on
CreditWatch with negative implications.  The ratings on nine
additional classes remain on CreditWatch negative, where they were
placed on March 6, 2008.
      
The additional CreditWatch placements follow Standard & Poor's
updated analysis of the fifth-largest loan, the Macon & Burlington
Mall pool, which incorporated data from a recent appraisal.  The
loan is secured by the fee and leasehold interests in two crossed-
collateralized and cross-defaulted regional malls.  The loan was
transferred to the special servicer, CWCapital Asset Management
LLC, on Feb. 28, 2008, due to imminent default.  Anchor and in-
line tenants at both properties have continued to vacate in recent
months, causing the occupancy and projected net cash flow to drop
significantly from previously reported levels.  Standard & Poor's
will resolve the CreditWatch negative placements as it complete
our review of the workout process for the asset.
      
The Burlington Mall is a 419,194-sq.-ft. mall in Burlington, North
Carolina, and has an allocated loan balance of $30.1 million, and
the Macon Mall is a 762,398-sq.-ft. mall in Macon, Georgia, with
an allocated loan balance of $107.8 million.  Additionally, the
borrower's equity interest in the property secures a $17.4 million
senior mezzanine loan and a $9.5 million junior mezzanine loan.
      
Both properties face new competition, which has caused the
occupancy at the properties to decline significantly.  CWCapital
expects a third-party receiver to be put in place at the
properties in the near future.
      
Standard & Poor's will resolve the CreditWatch negative placements
as it complete its review of the workout process for the specially
serviced asset and review the credit characteristics of the
remaining loans in the pool.


               Ratings Placed on Creditwatch Negative

               Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2005-C20

                        Rating
                        ------
      Class     To                 From    Credit enhancement
      -----     --                 ----    ------------------
        D       A/Watch Neg         A            8.46%
        E       A-/Watch Neg        A-           7.24%

              Ratings Remaining on Creditwatch Negative

              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2005-C20

           Class    Rating             Credit enhancement
           -----    ------             ------------------
           F        BBB+/Watch Neg            6.01%
           G        BBB/Watch Neg             5.05%
           H        BBB-/Watch Neg            3.82%
           J        BB+/Watch Neg             3.14%
           K        BB/Watch Neg              2.73%
           L        BB-/Watch Neg             2.32%
           M        B+/Watch Neg              2.05%
           N        B/Watch Neg               1.77%
           O        B-/Watch Neg              1.50%


WACHOVIA BANK: S&P Places Six Low-B Ratings Under Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on two
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2005-C20 on
CreditWatch with negative implications.  The ratings on nine
additional classes remain on CreditWatch negative, where they were
placed on March 6, 2008.
      
The additional CreditWatch placements follow Standard & Poor's
updated analysis of the fifth-largest loan, the Macon & Burlington
Mall pool, which incorporated data from a recent appraisal.  The
loan is secured by the fee and leasehold interests in two crossed-
collateralized and cross-defaulted regional malls.  The loan was
transferred to the special servicer, CWCapital Asset Management
LLC, on Feb. 28, 2008, due to imminent default.  Anchor and in-
line tenants at both properties have continued to vacate in recent
months, causing the occupancy and projected net cash flow to drop
significantly from previously reported levels.  Standard & Poor's
will resolve the CreditWatch negative placements as it complete
our review of the workout process for the asset.
      
The Burlington Mall is a 419,194-sq.-ft. mall in Burlington, North
Carolina, and has an allocated loan balance of $30.1 million, and
the Macon Mall is a 762,398-sq.-ft. mall in Macon, Georgia, with
an allocated loan balance of $107.8 million.  Additionally, the
borrower's equity interest in the property secures a $17.4 million
senior mezzanine loan and a $9.5 million junior mezzanine loan.
      
Both properties face new competition, which has caused the
occupancy at the properties to decline significantly.  CWCapital
expects a third-party receiver to be put in place at the
properties in the near future.
      
Standard & Poor's will resolve the CreditWatch negative placements
as it complete its review of the workout process for the specially
serviced asset and review the credit characteristics of the
remaining loans in the pool.


               Ratings Placed on Creditwatch Negative

               Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2005-C20

                        Rating
                        ------
      Class     To                 From    Credit enhancement
      -----     --                 ----    ------------------
        D       A/Watch Neg         A            8.46%
        E       A-/Watch Neg        A-           7.24%

              Ratings Remaining on Creditwatch Negative

              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2005-C20

           Class    Rating             Credit enhancement
           -----    ------             ------------------
           F        BBB+/Watch Neg            6.01%
           G        BBB/Watch Neg             5.05%
           H        BBB-/Watch Neg            3.82%
           J        BB+/Watch Neg             3.14%
           K        BB/Watch Neg              2.73%
           L        BB-/Watch Neg             2.32%
           M        B+/Watch Neg              2.05%
           N        B/Watch Neg               1.77%
           O        B-/Watch Neg              1.50%


WALLACE ROBERTSON: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wallace Henry Robertson, Jr.
        aka Rob Robertson
        dba Sumner Skate Zone
        and Stephanie Jo Robertson
        104 Tamaras Court
        Hendersonville, TN 37075

Bankruptcy Case No.: 08-05570

Chapter 11 Petition Date: June 30, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Hon. George C. Paine II

Debtor's Counsel: Roy C. Desha, Jr.
                  (bknotice@deshalaw.com)
                  Law Office of Roy C. Desha, Jr.
                  1106 18th Ave S
                  Nashville, TN 37212
                  Telephone (615) 369-9600
                  Fax (615) 369-9613

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

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

A copy of debtor's petition and a list of its 20 largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/azb08-07826.pdf

WATER PIK: Reduced Leverage Cues S&P to Revise Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Water
Pik Inc. to stable from negative.  At the same time, S&P affirmed
its ratings on the company, including the 'B-' corporate credit
rating.  Fort Collins, Colo.-based Water Pik had about
$96.5 billion in reported debt as of March 31, 2008.
     
The outlook revision reflects the company's reduced leverage since
its acquisition by EG Capital Group LLC from Water Pik
Technologies Inc. for $124 million in June 2007.  Water Pik has
been steadily reducing leverage and has maintained adequate
cushion on its financial covenants.  Adjusted debt to EBITDA
declined to about 4x as of March 31, 2008, from more than 5x pro
forma for the 2007 acquisition.
     
The ratings on Water Pik reflect its highly leveraged capital
structure, small size, narrow product focus, and somewhat limited
track record as a stand-alone business entity.  The company's good
brand recognition and market-leading positions in dental water
jets partially mitigate these factors.
     
The outlook on Water Pik is stable.  S&P expect Water Pik to
sustain leverage close to current levels and sufficient cushion on
its financial covenants despite a challenging economic
environment.  Specifically, S&P expect the company would maintain
an EBITDA cushion of greater than 20% on its leverage ratio
through June 30, 2009, if sales over the next year decline by
close to 5% and EBITDA declines to closer to $17 million.  S&P
could revise the outlook to negative if operating performance
deteriorates or if the cushion on the company's financial
covenants becomes tight.  S&P are unlikely to revise the outlook
to positive over the next year, as Water Pik continues to operate
with modest scale generating an annual EBITDA of below
$25 million.


WCI STEEL: Shareholders Injunction Plea vs Severstal Bid Denied
---------------------------------------------------------------
The Hon. Stephen P. Lamb of the Delaware Chancery Court in
Wilmington has denied a request by shareholders of WCI Steel Inc.
to issue an injunction order against OAO Severstal's $140 million
offer for the Ohio-based firm, Phil Milford writes for Bloomberg
News.

WCI shareholders -- CVI GVF (Lux) Master S.a.R.L., Eagle Rock
Master Fund LP and Wilfrid Aubrey International Ltd. -- had
claimed that the firm's board of directors should have accepted a
US$172 million offer from Optima International, Bloomberg News
relates.  Shareholders also claimed that WCI directors were
influenced by a steelworkers union to prefer Severstal's offer.

Judge Lamb said in his ruling that WCI was "under pressure to
complete a deal or face the prospect of a second bankruptcy" and
its board exercised a "very thorough judgment" in accepting
Severstal's offer.

As reported in the Troubled Company Reporter in May 2008,
Severstal reached a binding agreement to acquire all outstanding
equity of WCI Steel for a total cash consideration of
$140 million, implying an enterprise value of $331 million based
on outstanding net debt as of April 30, 2008.  

Parties expect to complete the deal in July 2008.

Citi and Raymond James are acting as financial advisors to
Severstal on this transaction.  Skadden, Arps, Slate, Meagher &
Flom LLP is acting as legal counsel to Severstal.

                         About Severstal

Headquartered in Cherepovets, Russia, OAO Severstal --
http://www.severstal.com/-- is the country's largest steel
producer, with steel production of 17.1 million tons in 2005.
The Company owns Severstal North America, the fifth largest
integrated steel maker in the U.S. with 2005 production of 2.7
million tons, and Lucchini, Italy's second largest steel group
with 2005 production of 3.5 million tons.  Severstal is one of
the world's lowest cost and most profitable steel producers,
with 2005 EBITDA per ton of around EUR150 per ton.

                        About WCI Steel

Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) --
http://www.wcisteel.com/-- is an integrated steel maker producing
185 grades of flat-rolled custom and commodity steel products.
Its products include high carbon, alloy, ultra high strength, and
heavy-gauge galvanized steel.  Major customers are steel
converters, processors, service centers, construction product
companies, and to a lesser extent, automobile manufacturers.

WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662) and emerged from Chapter 11
in May 2006, under a plan proposed by 17 Noteholders led by
Harbinger Capital Partners Master Fund I, Ltd., that gave the
Noteholders $100,000,000 in new 8% Secured Notes and more than 98%
in equity of the reorganized steel company.

                          *     *     *

Moody's Investors Service placed WCI Steel Inc.'s senior secured
debt rating at 'Ca' in May 2003.  The ratings still hold to date
with a negative outlook.


WHITEHALL JEWELERS: Taps Proskauer Rose as Bankruptcy Counsel
-------------------------------------------------------------
Whitehall Jewelers Holdings Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Proskauer Rose LLP as their bankruptcy
counsel.

Separately, the Debtors also ask the Court to employ (i) Pachulski
Stang Ziehl & Jones LLP as their co-counsel, and (ii) FTI
Consulting Inc. as their financial advisor.

Proskauer Rose will:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession;

   b) assist the Debtors in the preparation of their financial
      statements, schedules of assets and liabilities, statements
      of financial affairs and other reports and documentation
      required under the Bankruptcy Code;

   c) representing the Debtors at all hearing on matters
      pertaining to their affairs as debtor-in-possession;

   d) prosecuting and defending litigated matters that may arise
      during these Chapter 11 cases;

   e) counsel and represent the Debtors in connection with the
      administration of claims and numerous other bankruptcy-
      related matters arising from these Chapter 11 cases;

   f) counsel the Debtor with respect to any general legal matters
      relating to these Chapter 11 cases;

   g) assist the Debtors in obtaining confirmation of a plan(s) of  
      reorganization, approval of a disclosure statement and all
      matters related thereto; and

   h) perform all other legal services that are necessary and
      desirable for the efficient and economic administration of
      the Debtor's Chapter 11 cases.

The firm's professionals and their compensation rates are:

      Designations                 Hourly Rates
      ------------                 ------------
      partners                      $490-$975
      senior counsel                $350-$725
      associates                    $180-$650
      paraprofessional               $70-$275

Scott K. Rutsky, Esq., a member of the firm, assures the Court
that the firm does not hold any interests adverse to the Debtors'
estates and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                   About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- own and operate 375    
stores jewelry stores in 39 states.  The company operates stores
in regional and regional shopping malls under the names Whitehall
and Lundstrom.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  Epiq Bankruptcy Solutions LLC as their claims,
noticing and balloting agent.  The U.S. Trustee for Region 3 has
not appointed creditors to serve on an Official Committee of
Unsecured Creditors.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


* Moody's: Rising Prices Affect American Chemicals Manufacturers  
----------------------------------------------------------------
Due to the rising cost of oil and energy and flagging consumer
demand, the credit outlook is negative overall for chemicals
manufacturers in the U.S. and Canada, according to the latest
report on the sector from Moody's Investors Service.

"The negative outlook for the industry reflects weak U.S. economic
growth in the first half of 2008 and anticipation of elevated
energy and commodity prices that will further slow demand in the
second half of the year," John Rogers, Moody's senior vice
president, said.

In an exception to the general negative trend, chemicals companies
in some segments, such as agriculture and industrial gases, will
continue to exhibit stronger profitability despite feedstock cost
increases and weaker US growth.

"Surging prices of oil, energy and other commodities are
reverberating through the North American chemicals industry," Mr.
Rogers said.  "Some companies are struggling to pass these higher
costs through to their customers, while others are benefiting from
dramatically higher prices for their products."

Issuers directly exposed to certain feedstock and energy costs
that have increased precipitously include VeraSun, Aventine,
Reichhold, Tronox, Cristal, Solutia, Kraton Dow, LyondellBasell,
FiberVisions, Huntsman, INVISTA, Hexion, Chevron Phillips,
Lubrizol, NewMarket, Eastman, Rohm & Haas and DuPont.

Some specialty companies will be affected to a greater degree in
the third and fourth quarters as higher costs work their way
through the supply chain, including Chemtura, PPG, Valspar, RPM,
Nalco, OMNOVA, Rockwood, PolyOne, Gentek, Ashland, Cytec,
Hercules, and Cabot.

"If these feedstock and energy prices remain elevated for the
remainder of the year, the fourth quarter of 2008 could be very
weak for most companies in the industry, with the exception of
those in the agricultural and industrial gas sectors," Mr. Rogers
said.

Exports are one bright spot for some companies.  The weak U.S.
dollar, combined with natural gas and related feedstock prices
that are low relative to prices in other developed countries, are
having a positive effect on exports in certain sectors of the
industry.

Strong demand in China, India and other Asian economies is driving
significant capital investment in the chemicals industry.  New
production capacity expected in Asia and the Middle East starting
in 2009 could pressure margins for North American chemicals
producers for the next three to four years.

Companies with greater exposure to international markets or lack
of exposure to commodity increases will be more likely to
outperform their peers, including Celanese, IFF, Sensient, Mafco,
Compass, and American Rock Salt.


* Moody's Sees Unfavorable Credit State for Automotive Makers
-------------------------------------------------------------
Fundamental credit conditions for the global automotive
manufacturing sector will be negative over the next 12 to 18
months, but demand will remain strong in emerging markets,
according to a new report from Moody's Investors Service.

Declining demand is expected in most of the major developed
markets through 2008, including the US, Western Europe and Japan,
offsetting the strong growth expected in Brazil, India, Russia and
China.

"The sharp decline in demand in the US and some other developed
markets is driving the negative outlook, even though growth
remains strong in key emerging markets like Brazil and China,"
Bruce Clark, Moody's senior vice president, said.

Moody's expects 2008 sales to fall:

  -- 9% or more year over year in the US
  -- 15% in Spain
  -- 10% in Italy
  -- 0.4% in Japan

In contrast, relatively robust rates of growth are anticipated in
other markets:

  -- Brazil expected to be up 15%
  -- Russia up 20%
  -- India up 11%
  -- China up 14%
  -- Germany up 2.5%

The big three US-based manufacturers face the biggest challenge,
due to the rapid shift in consumer demand from trucks and SUVs to
more fuel efficient vehicles.

"The shift away from trucks and SUVs will pose a significant
burden to the three US-based manufacturers, and could result in
downgrades of their B3/Negative ratings," Mr. Clark said.

The outlook is more stable for most non-US automakers.  Of the 14
rated non-US-based automotive manufacturers, 11 have a degree of
product strength, geographic diversification, operating
efficiencies, and financial flexibility that will enable them to
adequately contend with near-term market stress and to maintain
their current rating levels, Mr. Clark said.

The three non-US manufactures with a negative outlook are Renault
(Baa1), Peugeot (Baa1) and Tata Motors (Ba2).

The continued rise in fuel and commodity costs is putting downward
pressure on the sector, as are the ongoing expenditures to comply
with government-mandated emissions requirements, Moody's said.  
Manufacturers exporting vehicles into the historically profitable
US market will be burdened by the weakening US dollar.

Moody's expects US-based and European-based manufacturers will
likely continue to reduce capacity in their home markets due to
pressure on market share and high labor rates.  This is
particularly true for Ford, Chrysler and GM, Moody's said.

In an effort to reduce their exposure to fluctuations in currency
values or political backlash against imports, Moody's expects
nearly all manufacturers will continue to pursue an aggressive
strategy of locating assembly facilities in markets in which they
sell.  Consequently, capacity expansion will continue in China,
Eastern Europe and Latin America, Moody's said.


* Moody's Sees Stable Liquidity in Nondurable-Products Industry
---------------------------------------------------------------
Credit fundamentals for the US consumer nondurable-products
industry will remain stable over the next 12 to 18 months and
liquidity for the sector is holding steady overall, according to
new research from Moody's Investors Service.

Despite the stable outlook, the potential for further economic
weakness in the US and for a slowdown in demand overseas, could
pressure revenues, and rising commodity costs are already starting
to squeeze gross margins, Moody's said.

"We think revenue growth will hold steady over the next year or
so, because people are unlikely to stop buying most consumer
products, even in a slowing economy," Christina Padgett, Moody's
senior vice president, said.

The consumer nondurable products sector includes companies selling
everyday items like toothpaste, diapers and shampoo, as well as
cosmetics, detergent, toys, greeting cards and other items.  
Prominent companies in the sector include Procter & Gamble,
Colgate-Palmolive, Avon Products, Kimberly-Clark, Mattel, and
Hasbro.

Liquidity in the industry should hold up even as the economy
weakens, though there are a few trouble spots.

"Most of the companies we cover don't face near-term maturities or
tightening financial covenants, and have access to financing under
their committed bank facilities," Janice Hofferber, Moody's vice
president and senior analyst, said.

In May, the industry saw its first default in many years, with
greeting-card company Recycled Paper's payment default.  Some
major companies, like Revlon and Prestige Brands, have significant
maturities in the next 18 months.

Companies that sell products in Brazil, Russia, India, China and
other fast-growing emerging markets will enjoy an advantage
Moody's said, while those focused on the US and European markets
will likely show more modest revenue growth.  US-dollar weakness
should also boost the value of international sales.

Brand strength will also be critical to issuers' relative
strength, particularly as companies struggle to pass on rising
input costs.

"Strong brands are important because they allow companies to raise
prices without meaningfully hurting demand," Ms. Padgett said.  
"Conversely, companies that primarily sell commodity-type
products, like bleach, garbage bags or paper goods, will have a
harder time passing on costs to consumers, who instead might
switch to lower-cost brands."

Top-tier brands likely will maintain market share, and within
lower-priced products, higher-quality private-label offerings are
likely to fare better than weaker brands, Moody's said.


* Moody's Says Private Colleges and Universities Fared Well
-----------------------------------------------------------
Private colleges and universities collectively fared well in the
last fiscal year, but problems in the larger economy and elsewhere
may dampen financial performance in fiscal 2008 and 2009,
according to a new report from Moody's Investors Service.

While strong balance sheets, strong philanthropic support, and
rising student demand characterized fiscal 2007 and lifted nearly
all key credit factors, the near future looks less sanguine, with
pressure on investment returns, ambiguity in the student loan
market, and a substantially weaker economic environment, the
report said.

Auction rate and other variable rate securities continue to pose
problems.

"We expect some institutions with a high allocation to auction
rate securities to experience some pressure on operating
performance in fiscal 2008, given higher interest costs associated
with failed auctions and penalty rates," Margot Asher Kleinman,
associate analyst at Moody's and author of the report "Moody's
Fiscal Year 2007 Private College and University Medians" said.

In addition, investment returns for the majority of the 281
private colleges and universities that Moody's rates have been
negative for the fiscal year to date.

"This implies that we are likely to see declines in endowment for
the current fiscal year, a move away from the robust returns of
the recent past," Ms. Kleinman said.

The report includes charts and visual tools that highlight each of
Moody's broad rating factors, including student demand, financial
reserves, capital investment and debt, and operating performance.  

Moody's universe of 281 rated private higher education
institutions comprises over $58 billion of debt outstanding.  The
median rating for the sector is A2 when calculated by the number
of institutions and Aa3 when weighted by the amount of rated debt
outstanding.


* Moody's Says Many States Fail to Adopt Budgets on Schedule
------------------------------------------------------------
Several of the nation's most populous states have not yet enacted
budgets for fiscal years that began July 1, said Moody's Investors
Service, which is monitoring the situation.

However, the rating agency also cautioned that many states with
histories of delayed budgets also had long histories of providing
for debt service and other expenses, even in the absence of
adopted spending plans.

New fiscal years began July 1 in 46 states.  Four of them --
California, Illinois Massachusetts, and Pennsylvania -- failed to
adopt budgets in time for the new fiscal year.  New York missed
its April 1 fiscal year start, but New York has since adopted a
budget.

Late budget adoption has the potential to disrupt the flow of a
state's payments to vendors and employees, as well as to the
cities, public universities and other municipalities that rely on
state funds.

"Moody's views repeated delays, or those causing government
shutdowns, as signs of political polarization, and for those
reasons, the timing of state budget enactment can affect the
ratings Moody's assigns to state issued general obligation bonds
and other debt," Ted Hampton, a Moody's assistant vice president
and author of a report titled "Several U.S. State Budgets Are
Late," said.


* S&P Puts Negative Watch on Nine Ford Motor-Related Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on nine Ford
Motor Co. (Ford; B/Watch Neg/NR)-related transactions on
CreditWatch with negative implications.
     
The rating actions reflect the June 20, 2008, placement of the
long-term corporate credit and senior unsecured debt ratings on
Ford and its related entities on CreditWatch with negative
implications.
     
The nine transactions are pass-through transactions, and the
ratings on the trusts are based solely on the senior unsecured
rating assigned to the underlying collateral.  The underlying
collateral consists of securities issued by Ford, as indicated in
the list below.
     
The corporate rating actions on Ford and its affiliates have no
immediate rating impact on the Ford-related asset-backed
securities supported by collateral pools of consumer auto loans or
auto wholesale loans.

               Ratings Placed on Creditwatch Negative

   Corporate Backed Trust Certificates Ford Motor Co.
Debenture-               
                    Backed Series 2001-36 Trust

                 Rating
                 ------
  Class   To               From            Underlying collateral
  -----   --               ----            ---------------------
  A-1     CCC+/Watch Neg   CCC+            7.7% deb due 05/15/2097
  A-2     CCC+/Watch Neg   CCC+            7.7% deb due 05/15/2097
      
  Corporate Backed Trust Certificates Ford Motor Co. Note-Backed
                      Series 2003-6 Trust

                 Rating
                 ------
  Class   To               From            Underlying collateral
  -----   --               ----            ---------------------
A-1     CCC+/Watch Neg   CCC+           7.45% Global Landmark Secs
                                     (GlobLS) notes due 07/16/2031
    
                  CorTS Trust for Ford Debentures

                 Rating
                 ------
  Class   To               From            Underlying collateral
  -----   --               ----            ---------------------
  Certs   CCC+/Watch Neg   CCC+          7.4% deb due 11/01/2046
    
                  CorTS Trust II for Ford Notes

                Rating
                ------
  Class   To               From            Underlying collateral
  -----   --               ----            ---------------------
  Certs   CCC+/Watch Neg   CCC+         7.45% Global Landmark Secs
                                     (GlobLS) notes due 07/16/2031

                     PPLUS Trust Series FMC-1

                Rating
                ------
  Class    To               From           Underlying collateral
  -----    --               ----           ---------------------
  Certs    CCC+/Watch Neg     CCC+     7.45% Global Landmark Secs
                                      GlobLS) notes due 07/16/2031
    
                PreferredPLUS Trust Series FRD-1

                Rating
                ------
  Class   To               From            Underlying collateral
  -----   --               ----            ---------------------
  Certs   CCC+/Watch Neg   CCC+          7.4% deb due 11/01/2046

               Public STEERS Series 1998 F-Z4 Trust

               Rating
               ------
  Class   To               From            Underlying collateral
  -----   --               ----            ---------------------
  A       CCC+/Watch Neg   CCC+          7.7% deb due 05/15/2097
  B       CCC+/Watch Neg   CCC+          7.7% deb due 05/15/2097
     
                    SATURNS Trust No. 2003-5

                Rating
                ------
  Class   To               From            Underlying collateral
  -----   --               ----            ---------------------
  Units   CCC+/Watch Neg   CCC+        7.45% Global Landmark Secs
                                    (GlobLS) notes due 07/16/2031
    
           Trust Certificates (TRUCs) Series 2002-1 Trust

                 Rating
                 ------
  Class   To               From            Underlying collateral
  -----   --               ----            ---------------------
  A-1     CCC+/Watch Neg   CCC+          7.7% deb due 05/15/2097


* BOOK REVIEW: Cardozo and Frontiers of Legal Thinking
------------------------------------------------------
Author:     Beryl H. Levy
Publisher:  Beard Books
Paperback:  336 pages
List Price: US$34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122689/internetbankrupt

Cardozo and Frontiers of Legal Thinking, by Beryl H. Levy
portrays Justice Cardozo, a lawyer and philosopher, as concerned
with harmonizing legal rules with social values and the demands
of stability with changes in the law.

In this scholarly but eminently readable tome, Beryl H. Levy
focuses on the law that is made by judges in the higher courts
when an appeal is taken from the trial court.

He specifically addresses closely contested cases where
convincing briefs have been presented by both sides and where
the judges on the appellate court are likely to be divided.

The point of departure is the thinking of Justice Benjamin
Cardozo, who recognized emerging trends and forces in the
country and made public law more responsive to them.

                             *********

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.

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