TCR_Public/080707.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, July 7, 2008, Vol. 12, No. 160           

                             Headlines

ACE SECURITIES: S&P Puts Default Ratings on Six Cert. Classes
AHCB I: Case Summary & 20 Largest Unsecured Creditors
AIRTRAN HOLDINGS: Mulls 15% Reduction in Salaries by August 2008
ALPINE MWTM 55: Case Summary & 28 Largest Unsecured Creditors
AMERICAN DREAM: Case Summary & Seven Largest Unsecured Creditors

ANSONIA CDO: S&P Trims 18 Certificate Ratings; Removes Neg. Watch
ARCAP 2006-RR7: S&P Junks Ratings on Certificate Classes
AUTO KINGDOM: Voluntary Chapter 11 Case Summary
AVISTAR COMMS: Nasdaq Allows Continued Listing Until August 29
BANC OF AMERICA: Moody's Affirms Low B Ratings of Notes

BARCLAYS NORTH: To Close After Real-Estate Woes Dry up Cash
BCE INC: Inks Final Privatization Deal with Teachers' Private
BIRCH MOUNTAIN: Defaults on June 30 Payment to Debenture Holders
BLACK DIAMOND: Wants to File Chapter 11 Plan Until November 10
BLACK DIAMOND: Files Schedules of Assets and Liabilities

BRAINTECH INC: March 31 Balance Sheet Upside-Down by $1,178,595
BRIAN FAMILY: Case Summary & 20 Largest Unsecured Creditors
BRIGGS & STRATTON: Moody's Cuts Corporate Family Rating to Ba2
BROOKSIDE TECH: Posts $1,798,087 Net Loss in 2008 First Quarter
BUCKHEAD OIL: Case Summary & Two Largest Unsecured Creditors

BUFFETS HOLDINGS: To Sell Ohio, Kentucky Properties for $3.75 Mil.
BUILDING MATERIALS: March 30 Balance Sheet Upside-Down by $130MM
CBA COMMERCIAL: Moody's Cuts Ratings of Four Classes of Certs.
CENTERLINE 2007-1: S&P Cuts Ratings of Six Certs. Classes to CCC-
CHARLES FULTON: Voluntary Chapter 11 Case Summary

CHEMTURA CORP: Opts to Remain Stand-Alone, Abandons Sale Talks
CHRYSLER LLC: International Sales Up by 4% in First Half 2008
CITIGROUP TRUST: Moody's Affirms Ba1 Rating on Class VSM-2 Certs.
CLEAR CHANNEL: Terminates Tender Offer for 7.65% Senior Notes
COMPTON PETROLEUM: Plan to Sell Shares Cues Moody's Stable Outlook

CONEXANT SYSTEMS: Makes 1 for 10 Reverse Stock Split on June 27
COUNTRYWIDE FINANCIAL: Sale Settlement Pact Has Interim Court Nod
CREDITRON FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
CROWN HOLDINGS: Fitch Affirms 'B+' Issuer Default Rating
DANA CORP: Panel Withdraws USW's $2.5MM Success Fee Payment Plea

DANA CORP: Court Denies Appaloosa's Plea for $2.5MM Fee Payment
DANA CORP: To Lay Off Workers Due to Slump in Auto Sales
DURA AUTOMOTIVE: PBGC Director Hails Continuation of Pension Plans
EDUCATION RESOURCES: Can Terminate Loan Deals with RBS Citizens
EOS AIRLINES: U.K. Court Declares Case Foreign Main Proceeding

FAIRFAX FINANCIAL: Moody's Hikes Debt Rating to Ba2; Outlook Pos.
FORD MOTOR: Eyes Dongfeng Motor as Partner for Volvo
FREMONT GENERAL: U.S. Trustee Forms Five-Member Creditors Panel
GENCORP INC: May 31 Balance Sheet Upside-Down by $33.4 Million
GRAFTECH INT'L: Purchases 8.9% Minority Interest in Seadrift Coke

GREENWICH CAPITAL: Moody's Cuts Ratings of 2 Classes of Certs.
GREENWICH CAPITAL: S&P Junks Rating on Class Q Certificates
GREENWICH CAPITAL: S&P Cuts Ratings on 16 Certificate Classes
GREGORZ LENDA: Case Summary & 12 Largest Unsecured Creditors
GS MORTGAGE: S&P Lowers Ratings on 13 Classes of Certificates

GS MORTGAGE: S&P Lowers 16 Certificate Ratings; Removes Neg. Watch
GSMPS MORTGAGE: S&P Chips Rating on Class B-2 Certificate to CC
HAR-MOR INVESTMENTS: Involuntary Chapter 11 Case Summary
HARRAH'S ENTERTAINMENT: S&P Holds Rating; Changes Outlook to Neg.
HAYES LEMMERZ: Fitch Holds ID and Debt Ratings with Stable Outlook

ICFQ DESARROLLOS: Case Summary & 11 Largest Unsecured Creditors
ICON TRANSPORTATION: Voluntary Chapter 11 Case Summary
IGNITION POINT: Completes TeraSpan Networks' Refinancing
INSIGHT HEALTH: Chief Financial Officer Steps Down By October 31
ISCHUS SYNTHETIC: Moody's Junks Ratings of Two Classes of Notes

JAMES RERISI: Case Summary & 20 Largest Unsecured Creditors
JMG EXPLORATION: Gives Newco Until July 10 to Pay Loan Balance
JRS SHADDY: Case Summary & 12 Largest Unsecured Creditors
KEY ENERGY: S&P Lifts Corporate Credit Rating to BB- from B+
LEINER HEALTH: $10 Mil. DOJ Settlement Approved; Probe to End

LIBERTY TAX III: March 31 Balance Sheet Upside-Down by $11,251,459
LUMINENT MORTGAGE: To Get $31.3MM from Securities Disposals
LUMINENT MORTGAGE: Messrs. Weiss, Richter Joins Management Team
MAGNA ENTERTAINMENT: Proceeds with Stock Consolidation
MERRILL LYNCH TRUST: Moody's Junks Rating of $3.8MM Certificates

MORTGAGEIT 2005-AR1: Moody's Junks Ratings of Two Certificates
MOTORSPORT AFTERMARKET: Moody's Junks Corporate Family Rating
MOVIE GALLERY: EVP Bo Loyd Quits, Sheriff Mityas to Assume Duties
MOVIE GALLERY: Anonymous Party Objects to MovieBeam Sale
NAVISTAR INT'L: April 30 Balance Sheet Upside-Down by $562 Million

NEW CENTURY: Chapter 11 Plan Confirmation Hearing Set for July 10
NIAGARA VINTNERS: Sale Deal with Diamond to Close Tomorrow
NOVASTAR MORTGAGE: Moody's Junks Ratings of Tranches from ARM Deal
NUTRITIONAL SOURCING: Exclusive Plan Filing Deferred Conditionally
OMNI FINANCIAL: Has Until December 29 to Meet Price Bid Standard

PENN NATIONAL: Merger Termination Cues Moody's to Review Ratings
PIPER RESOURCES: Says No Changes to June 16 Default Status Report
PRC LLC: Court Okays Deal to Sell Call Center Leasehold to DIRECTV
PRO-ACTIVE COMMS: Case Summary & 20 Largest Unsecured Creditors
PROGRESSIVE MOLDED: Seeks Court OK to Hire Paul Weiss as Attorney

PROGRESSIVE MOLDED: Wants to Hire Young Conaway as DE Counsel
PROGRESSIVE MOLDED: Taps Conway Mackenzie as Financial Advisor
PROGRESSIVE MOLDED: Wants Miller Buckfire as Investment Banker
PROPEX INC: Court OKs Sale of Alto Biz to Lumite Inc. for $3.1MM
PROPEX INC: Court Authorizes Funding Payments Under Pension Plans

RITE AID: Sets Terms for $470MM Offering of 10.375% Senior Notes  
ROBERT BERWICK: Case Summary & 20 Largest Unsecured Creditors
ROCKY MOUNTAIN: Sells Motel Suites to New Century for $4.2MM
SABINO VILLALOBOS: Case Summary & 21 Largest Unsecured Creditors
SALTON INC: Proposed United Pet Deal Cues S&P to Put 'B+' Rating

SAND TECH: April 30 Balance Sheet Upside-Down by C$1,121,735
SHARPER IMAGE: Objects to Customers' Request to Lift Stay
SOLAR COSMETIC: Sale Hearing of IP Rights Slated for July 14
SOLAR COSMETIC: To Sell Assets to Village Suncare for $4 Million
SOLAR COSMETIC: Joins Key Bank in Opposing Case Conversion Motion

SOLOMON DWEK: Bids for Two New Jersey Properties Due July 16
SOUTHWEST INDUSTRIAL: Case Summary & Six Largest Unsec. Creditors
STOCKERYALE INC: To Appeal Nasdaq Decision to Delist Securities
STRUCTURED TRUST: Moody's Junks Ratings of Eight Classes of Trusts
SUNGARD DATA: Fitch Lifts Issuer Default Rating to B+ from B

SUPERIOR OFFSHORE: Committee Amends Request to Retain Liskow
TCGC LLC: Sells Golf Course to Onieda Tribe of Indians
TENNECO INC: Moody's Affirms B1 Corporate Family Rating
TOLL BROTHERS: Moody's Cuts Senior Unsecured Notes Rating to Ba1
TRADEWINDS AIRLINES: Abandons Freight Business, Returns 4 Planes

TRIAD GUARANTY: S&P Trims Credit and FS Ratings to BB- from BBB
TRINITY CARPET: To Sell Wholesale Biz to SC Design for $3.1MM
TROPICANA ENT: Panel Taps Capstone Advisory as Financial Advisor
TROPICANA ENT: Wants Actions Removal Period Extended to December 3
TROPICANA ENT: Panel Wants Epiq Bankr. as Web Site Administrator

UNITED RENTALS: Waives Tender Offer Terms on Share Price Movement
US MOTELS: Comfort Suites Motel Sold for $4.2MM to New Century
WAMU MORTGAGE: Moody's Cuts Ratings of 224 Tranches; 48 on Review
WESTERN REFINING: Obtains New $75MM Credit Facility
WEST GALENA: Section 341(a) Meeting Scheduled for July 17

WEST GALENA: Files Schedules of Assets & Liabilities
WILL-TECH INC: Case Summary & 20 Largest Unsecured Creditors
WORLD HEART: Has Until September 23 to Comply with Nasdaq Criteria
X-RITE INC: Extends Maturity of Promissory Note to July 30
XCOPPER SERVICES: Regulator Initiates Probe to Aid Former Clients

YANCYJAZZ: Restaurant Remains Open for Biz, Dispels Rumors
ZUNI MORTGAGE: Moody's Junks Ratings of Three Classes of Certs.

* Moody's Sees Neg Outlook for Airlines Due to High Energy Prices
* S&P Peeks at How Passenger Airlines Cope with Fuel Cost Hike
* S&P Says High-Yield Markets Will Continue to Be Challenged

* Chambers Listing Includes 136 Greenberg Lawyers in 2008 Edition
* Jones Day Welcomes M&A Partner S. Wade Angus in New York Office
* M. Carter DeLorme Joins Jones Day's Labor Practice as Partner
* Jones Day adds Michael McCauley in Trial Practice Division

* PBGC Suggests Cut in Plan Payments Upon Sponsor's Bankruptcy

* Paralegals Enjoy 4.9% Raise in Pay, ALM/IPMA 2008 Survey Says

* BOND PRICING: For the Week of June 30 to July 4, 2008


                             *********

ACE SECURITIES: S&P Puts Default Ratings on Six Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of asset-backed pass-through certificates issued by three
ACE Securities Corp. Home Equity Loan Trust series.
     
The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the June 2008 remittance period, cumulative losses, as a
percentage of the original pool balances, ranged from 2.24%
(series 2004-HS1) to 6.10% (series 2006-HE4).
     
The amount of loans in the delinquency pipeline in these
transactions strongly suggests that monthly losses will continue
to exceed excess interest, thereby further compromising credit
support.  Severe delinquencies for the transactions with
downgraded classes, as a percentage of the current pool balances,
ranged from 20.89% (series 2004-HS1) to 36.02% (series 2006-HE3).  
These deals are seasoned between 21 months (series 2006-HE4) and
52 months (series 2004-HS1).
     
Subordination and excess spread provide credit support for the
three deals because overcollateralization has been depleted.  The
collateral for these transactions primarily consists of subprime,
adjustable- and fixed-rate mortgage loans secured by first liens
on one- to four-family residential properties.


                          Ratings Lowered

            ACE Securities Corp. Home Equity Loan Trust

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2004-HS1            M-2        B              BB
        2004-HS1            M-3        CCC            B
        2004-HS1            M-4        CCC            B-
        2004-HS1            M-5        D              CCC
        2004-HS1            M-6        D              CCC
        2006-HE3            M-10       D              CC
        2006-HE3            M-11       D              CC
        2006-HE4            M-10       D              CC
        2006-HE4            M-11       D              CC

                         Ratings Affirmed

            ACE Securities Corp. Home Equity Loan Trust

                Transaction         Class      Rating
                -----------         -----      ------
                2004-HS1            A-2        AAA
                2004-HS1            A-3        AAA
                2004-HS1            M-1        A-


AHCB I: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: AHCB I LLC
        P.O. Box 2490
        Napa, CA 94558

Bankruptcy Case No.: 08-11321

Chapter 11 Petition Date: July 3, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  (mcfallon@fallonlaw.net)
                  Law Offices of Michael C. Fallon
                  100 East Street, Suite 219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Fax: (707) 546-5775

Total Assets:     $15,637

Total Debts:  $15,419,342

A copy of AHCB I LLC's petition is available for free at:

           http://bankrupt.com/misc/canb08-11321.pdf


AIRTRAN HOLDINGS: Mulls 15% Reduction in Salaries by August 2008
----------------------------------------------------------------
AirTran Airways Inc., a unit of AirTran Holdings Inc., said it
plans to cut employees' pay by 5% to 15% by August 2008.  AirTran
told officers that their salaries will be reduced by 15% while
other workers' pay will be reduced by 5% to 8%.  AirTran paid
$451 million in salaries in 2007.

About 48% of AirTran's 8,900 workers is unionized, indicating that
the company will have to bargain with them regarding the proposed
salary reduction scheme.

The company intends to implement 10% overall salary reduction
within the next six months.

              April Announcement on Capacity Reduction

The Troubled Company Reporter noted that in April 2008, the
company had announced that it was suspending its growth plans
beginning in September 2008 and extending through 2009.  The
result of this action was that capacity, as measured by ASMs,
would be no more than flat year over year, which represents a 10%
reduction from the company's original plans for late 2008 and
2009.  In response to the continued rise in fuel prices and
concerns about potential economic weakness this fall, the company
intends to reduce capacity by an additional 5% beginning in
September 2008.  This will result in a 5% reduction in ASMs year
over year and represents, at a minimum, a 15% reduction from the
company's initial plans for late 2008 and more than a 10%
reduction in ASMs from planned 2009 levels.

Several domestic competitors have disclosed capacity reductions
similar to those the company announced in April.  The airline
industry has been pounded by high fuel prices and the downturn in
the financial markets.

                Further Fleet Size Reduction Likely

The TCR also said that to effect capacity reductions, so far in
the second quarter, AirTran has sold two new 737-700 aircraft and
arranged the deferral of 18 new aircraft deliveries from 2009-2011
to 2013-2014.  The company has written agreements for the sale or
disposition of an additional five aircraft in 2008.  Capacity may
be reduced further pending market conditions and aircraft
negotiations.

In conjunction with the capacity reductions, AirTran expects
to terminate service to Stewart-Newburgh, New York in September
2008, and eliminate seasonal service to Daytona Beach, Florida.

AirTran currently expects its fleet size to be between 135-140
aircraft at the end of 2008, down from an original plan of 147
aircraft.  Should the price of fuel or economic conditions warrant
the need for additional capacity cuts, the company is prepared to
further reduce its fleet size.

                           About AirTran

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.  

                          *     *     *

To date, AirTran Holdings Inc. carries Moody's Investors Service
'B3' long-term corporate family and 'Caa2' senior unsecured debt
ratings.  The outlook is stable.


ALPINE MWTM 55: Case Summary & 28 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Alpine MWTM 55, LLC
        10721 Treena St., Suite 200
        San Diego, CA 92131

Bankruptcy Case No.: 08-06132

Debtor-affiliate filing a separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
        McComic-Griffin, LLC                       08-06134

Type of Business: The Debtors own and manage real estate.

Chapter 11 Petition Date: July 2, 2008

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Victor A. Vilaplana, Esq.
                     Email: vavilaplana@foley.com
                  Foley & Lardner LLP
                  402 West Broadway, Ste. 2100
                  San Diego, CA 92101
                  Tel: (619) 234-6655
                  Fax: (619) 234-3510

Alpine MWTM 55's Financial Condition:

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

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

A. Alpine MWTM 55, LLC's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Trans West Housing             trade                 $542,462
1234 St.
San Diego, CA ZIP
Tel: (858) 653-3003

DVD-NC, Inc.                   trade                 $44,100
1234 St.
San Diego, CA ZIPP
Tel: (619) 445-3031

Swanson & Associates           trade                 $16,799
17055 Via del Campo, Ste. 100
San Diego, CA 92127
Tel: (858) 487-7600

Tom C. Dyke                    trade                 $10,952

R.M. Mattox & Associates, LLC  trade                 $10,176

Soil Testers                   trade                 $3,500

Hydro-scape Products, Inc.     trade                 $2,847

Sito Gomez                     trade                 $1,755

PMA Advertising & Public       trade                 $1,500
Relations

J.H. Cohn, LLP                 trade                 $1,200

Hecht, Solberg, Robinson       trade                 $781

McKinley Associates, Inc.      trade                 $461

OCB Repographics               trade                 $97

Daniel Moscato                 trade                 $87

B. McComic-Griffin, LLC's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Trans West Housing             trade                 $542,462
1234 St.
San Diego, CA ZIP
Tel: (858) 653-3003

DVD-NC, Inc.                   trade                 $44,100
1234 St.
San Diego, CA ZIPP
Tel: (619) 445-3031

Swanson & Associates           trade                 $16,799
17055 Via del Campo, Ste. 100
San Diego, CA 92127
Tel: (858) 487-7600

Tom C. Dyke                    trade                 $10,952

R.M. Mattox & Associates, LLC  trade                 $10,176

Soil Testers                   trade                 $3,500

Hydro-scape Products, Inc.     trade                 $2,847

Sito Gomez                     trade                 $1,755

PMA Advertising & Public       trade                 $1,500
Relations

J.H. Cohn, LLP                 trade                 $1,200

Hecht, Solberg, Robinson       trade                 $781

McKinley Associates, Inc.      trade                 $461

OCB Repographics               trade                 $97

Daniel Moscato                 trade                 $87


AMERICAN DREAM: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Dream Motorsports, Inc.
        16137 E. Ocotillo Drive
        Fountain Hills, AZ 85268

Bankruptcy Case No.: 08-08156

Chapter 11 Petition Date:  July 3, 2008

Court: District of Arizona (Phoenix)

Debtors' Counsel: Thomas E. Littler, Esq.
                   (administrator@warnickelittler.com)
                  Warnicke & Littler, P.L.C.
                  1411 N. Third Street
                  Phoenix, AZ 85004
                  Tel: (602) 256-0400
                  Fax: (6020 256-0345

Total Assets: $1,698,750

Total Debts:  $1,501,490

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

            http://bankrupt.com/misc/azd08-08156.pdf


ANSONIA CDO: S&P Trims 18 Certificate Ratings; Removes Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 18
classes from Ansonia CDO 2006-1 Ltd. and removed them from
CreditWatch with negative implications, where they were placed on
May 28, 2008.  Concurrently, S&P affirmed its rating on one
additional class from this series.
     
The rating actions follow S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities, as detailed in
"Recovery Rates For CMBS Collateral In Resecuritization
Transactions," published May 28, 2008.
     
According to the May 22, 2008, trustee report, the transaction's
current assets included 121 classes ($751.6 million, 94%) of  
pass-through certificates from 33 CMBS distinct transactions
issued between 1998 and 2006.  None of the CMBS transactions
represents an asset concentration of 10% or more of total assets.   
The current assets also included seven real estate investment
trust securities ($40 million, 5%) and two classes ($7.6 million,
1%) from GS Mortgage Securities Corp. II's series 2006-CC1, which
is a CMBS resecuritization transaction.  The aggregate principal
balance of the assets totaled $799.2 million, down from $806.7
million at issuance, while the aggregate liabilities totaled
$806.7 million, which is unchanged since issuance.  The $7.6
million reduction in the total assets since issuance was due to
principal losses realized on first-loss CMBS assets, which
currently represent $336.5 million (42%) of the asset pool.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'CCC+'
rated obligations.  Excluding first-loss CMBS assets, the current
asset pool exhibits credit characteristics consistent with 'BB-'
rated obligations.  Standard & Poor's rates $347.4 million (43%)
of the assets.  S&P reanalyzed its outstanding credit estimates
for the remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
and affirmed ratings.


       Ratings Lowered and Removed from Creditwatch Negative

                        Ansonia CDO 2006-1 Ltd.
                   Collateralized debt obligations

                                    Rating
                                    ------
                       Class    To           From
                       -----    --           ----
                       A-FL     A            AAA/Watch Neg
                       A-FX     A            AAA/Watch Neg
                       B        BBB-         AA/Watch Neg
                       C        BB+          A+/Watch Neg
                       D        BB           A/Watch Neg
                       E        BB-          A-/Watch Neg
                       F        B            BBB+/Watch Neg
                       G        CCC          BBB/Watch Neg
                       H        CCC-         BBB-/Watch Neg
                       J        CCC-         BBB-/Watch Neg
                       K        CCC-         BB+/Watch Neg
                       L        CCC-         BB/Watch Neg
                       M        CCC-         BB-/Watch Neg
                       N        CCC-         B+/Watch Neg
                       O        CCC-         B/Watch Neg
                       P        CCC-         B-/Watch Neg
                       Q        CCC-         CCC+/Watch Neg
                       S        CCC-         CCC/Watch Neg

                         Rating Affirmed

                      Ansonia CDO 2006-1 Ltd.
                  Collateralized debt obligations
              
                         Class    Rating
                         -----    ------
                         T        CCC-


ARCAP 2006-RR7: S&P Junks Ratings on Certificate Classes
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes from ARCap 2006-RR7 Resecuritization Inc. and removed them
from CreditWatch with negative implications, where they were
placed on May 28, 2008.  Concurrently, S&P affirmed its ratings on
two additional classes and removed them from CreditWatch, where
they were also placed with negative implications on May 28, 2008.
     
The rating actions follow S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities.
     
According to the June 27, 2008, trustee report,  the transaction's
current assets included 32 classes ($348.3 million, 47%) of pass-
through certificates from 22 distinct CMBS transactions issued
between 1999 and 2004.  None of the CMBS transactions represents
an asset concentration of 10% or more of total assets.  The
current assets also included five classes ($233.6 million, 31%)
from ARCap 2003-1 Resecuritization Trust and five classes
($165.9 million, 22%) from ARCap 2004-1 Resecuritization Trust,
which are both CMBS resecuritization transactions.  The aggregate
principal balance of the assets and liabilities totaled
$747.8 million, down from $767.5 million at issuance.  The $19.7
million reduction in the total assets since issuance was due to
principal losses realized on first-loss CMBS and CMBS
resecuritization assets, which currently represent $498.3 million
(67%) of the asset pool.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'CCC+'
rated obligations.  Excluding first-loss CMBS and CMBS
resecuritization assets, the current asset pool exhibits credit
characteristics consistent with 'BBB-' rated obligations.  
Standard & Poor's rates $233.8 million (31%) of the assets.  S&P
reanalyzed its outstanding credit estimates for the remaining
assets.
     
Standard & Poor's analysis of the transaction supports the lowered
and affirmed ratings.


       Ratings Lowered and Removed from Creditwatch Negative

                ARCap 2006-RR7 Resecuritization Inc.
                   CMBS pass-through certificates

                                   Rating
                                   ------
                     Class    To           From
                     -----    --           ----
                     B        BBB+         AA/Watch Neg
                     C        BB           A+/Watch Neg
                     D        BB-          A/Watch Neg
                     E        B-           A-/Watch Neg
                     F        CCC-         BBB+/Watch Neg
                     G        CCC-         BBB/Watch Neg
                     H        CCC-         BBB-/Watch Neg
                     J        CCC-         BB+/Watch Neg
                     K        CCC-         BB/Watch Neg
                     L        CCC-         BB-/Watch Neg
                     M        CCC-         B+/Watch Neg
                     N        CCC-         B/Watch Neg
                     O        CCC-         B-/Watch Neg

       Ratings Affirmed and Removed from Creditwatch Negative

                ARCap 2006-RR7 Resecuritization Inc.
                   CMBS pass-through certificates

                                    Rating
                                    ------
                      Class    To           From
                      -----    --           ----
                      A-D      AAA          AAA/Watch Neg
                      A        AAA          AAA/Watch Neg


AUTO KINGDOM: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Auto Kingdom LLC
        dba
        Treasure Coast Auto Mall
        4405 S. U.S. Highway 1
        Fort Pierce, FL 34982

Bankruptcy Case No.: 08-19264

Debtor-affiliate filing a separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
        Southeast Auto Liquidators, LLC            08-19270

Type of Business: The Debtors are engaged in auto retail.

Chapter 11 Petition Date: July 3, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: William S. Isenberg, Esq.
                  2005 S. Federal Hwy., Ste. 100
                  Fort Lauderdale, FL 33316
                  Tel: (954) 523-8899

Auto Kingdom LLC's Financial Condition:

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.


AVISTAR COMMS: Nasdaq Allows Continued Listing Until August 29
--------------------------------------------------------------
Nasdaq Stock Market's Listing Qualifications Panel granted Avistar
Communications Corporation, an exception to the continued listing
requirements of the Nasdaq Capital Market through Aug. 29, 2008.  
The company received the panel's notice June 30, 2008.

Under the terms of the exception, during the period from July 1,
2008 to Aug. 29, 2008, Avistar must demonstrate the ability to
close above a $35 million market value for its listed securities
for 10 consecutive trading days.

"Avistar continues to make significant strides in the market as
its restructuring plan establishes the platform for the company's
turnaround," Simon Moss, Avistar's chief executive officer,
stated.  "We appreciate the panel's action, and consider it to be
recognition of the progress that the Avistar team has accomplished
in addressing both historical challenges and re-positioning the
company to participate in the rapidly-expanding Unified
Communications market.  I am personally proud of the team, its
resiliency, and the impressive results to-date."

The panel's exception is subject to certain conditions, as
requiring Avistar to inform the panel of material business
developments that could influence the company's long-term
compliance with the continued listing requirements of the Capital
Market, and is subject to review by the Nasdaq Listing and Hearing
Review Council for a period of 45 days from the date of the
Panel's determination letter.

Failure to establish compliance during the exception period would
result in the delisting of Avistar's shares from the Nasdaq
Capital Market.

             About Avistar Communications Corporation

Headquartered in San Mateo, California, Avistar Communications
Corporation (NASDAQ:AVSR) – http://www.avistar.com-- Avistar  
holds a portfolio of 80 patents for inventions in video and
network technology and licenses IP to videoconferencing, rich-
media services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc., Polycom, Inc., Tandberg ASA, Radvision Ltd. and Emblaze-
VCON.

Avistar Communications Corporation's balance sheet at March 31,
2008, showed total assets of $11.5 million and  total liabilities
of $24.8 million, resulting in a total stockholders' deficit of
$13.3 million.


BANC OF AMERICA: Moody's Affirms Low B Ratings of Notes
-------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed 10 classes of Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-PB1 as:

  -- Class A-2, $520,176,326, affirmed at Aaa
  -- Class A-2F, $34,639,207, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class B, $37,531,329, affirmed at Aaa
  -- Class C, $9,382,832, affirmed at Aaa
  -- Class D, $11,728,540, affirmed at Aaa
  -- Class E, $18,765,664, upgraded to Aaa from Aa1
  -- Class F, $11,728,540, upgraded to Aaa from Aa3
  -- Class G, $14,074,248, upgraded to Aa2 from A2
  -- Class H, $14,074,248, upgraded to A2 from Baa1
  -- Class J, $11,728,541, upgraded to Baa1 from at Baa3
  -- Class K, $18,765,664, affirmed at Ba1
  -- Class L, $14,074,248, affirmed at Ba2
  -- Class M, $7,037,124, affirmed at Ba3

Moody's upgraded Classes E, F, G, H and J due to increased
defeasance and credit support and overall stable pool performance.

As of the June 11, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
19.6% to $754.8 million from $938.3 million at securitization.

The certificates are collateralized by 114 loans ranging in size
from less than 1.0% to 8.3% of the pool, with the top 10 non-
defeased loans representing 24.9% of the pool.  Twenty-eight
loans, representing 38.4% of the pool balance, have defeased and
are collateralized by U.S. Government securities.

Four loans have been liquidated from the pool, resulting in an
aggregate realized loss of approximately $6.4 million.  Currently
there are no loans in special servicing.  Nineteen loans,
representing 17.7% of the pool, are on the master servicer's
watchlist.

The watchlist includes loans which meet certain portfolio review
guidelines established as part of the Commercial Mortgage
Securities Association's monthly reporting package.  As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.  Not all loans on the watchlist are delinquent
or have significant issues.

Moody's was provided with partial or year-end 2007 operating
results for approximately 90.5% of the pool.  Moody's loan to
value ratio is 88.0% compared to 87.7% at Moody's last full review
in December 2006 and 88.2% at securitization.

The top three non-defeased loans represent 10.4% of the
outstanding pool balance.  The largest loan is the Milwaukee
Center Office Tower Loan ($30.6 million - 4.1%), which is secured
by a 374,000 square foot office building located in downtown
Milwaukee, Wisconsin.

The property was 93.5% leased as of December 2007 compared to
75.0% at last review and 98.0% at securitization.  The increase in
occupancy is not yet fully reflected in the property's cash flow
because many of the new tenants are still in their free rent
periods.

The Milwaukee CBD office market has continued to decline since
securitization, with declines in rental rates as well as overall
occupancy.  The loan is on the master servicer's watchlist due to
debt service coverage less than 1.0x.  Moody's LTV is in excess of
100.0%, the same as at last review.

The second largest loan is the Pacific Professional Building Loan
($27.3 million - 3.6%), which is secured by a 111,000 square foot
medical office building located in San Francisco, California.  The
building was 100.0% occupied as of December 2007, the same as at
last review and securitization.  Moody's LTV is 77.6%, essentially
the same as last review.

The third largest loan is the Nokia Office Building Loan
($20.7 million - 2.7%), which is secured by a 135,000 square foot
office/R&D facility located in San Diego, California.  The
building is a build-to-suit for Nokia Mobile Phones, Inc., which
occupies 100.0% of the building under a lease that expires in
August 2010.  The loan matures in June 2011 and amortizes on a 25-
year schedule.  Moody's LTV is 72.0% compared to 79.6% at last
review.


BARCLAYS NORTH: To Close After Real-Estate Woes Dry up Cash
-----------------------------------------------------------
Isaac Arnsdorf of the Seattle Times reports that developer
Barclays North Inc. is closing after being hit by the real-estate
downturn.  The company's 19 remaining employees will be laid off.

Barclays North was in default with at least 56 creditors and is
being sued by several lenders, the report says.  This was after a
plan by the company to sell more than a dozen projects in
Snohomish County and other places for $150 million did not
materialize, leaving the company short of cash.

The company has not ruled out the possibility of filing for
bankruptcy, founder and CEO Patrick McCourt said in a statement.

According to Debra Smith of HeraldNet (Wash.) some lenders sued
Mr. McCourt and his wife Stephanie McCourt to recover a total of
more than $4 million in loans.  These lenders are First Sound Bank
of Seattle, Banner Bank of Walla Walla, Cathay Bank of California,
Bingo Investments based in Bellevue and Shoreline Bank.

Barclays creditors include several local banks, including Cascade
Bank and Frontier Financial Corp., according to the report.  The
report noted that several months ago, Mr. McCourt acknowledged
that Barclays North owed Cascade $12.6 million in loans.

Barclays North is the second major local company to be shut down
by the national mortgage crisis after Mortgage Investment Lending
Associates Inc. of Mountlake Terrace, which went bankrupt last
year.

Based in Lake Stevens, Barclays North Inc. --
http://www.barclaysnorth.com/-- is is one of the largest  
developers in Snohomish County.  It employed 100 people at its
heydays.  Barclays North once controlled thousands of lots in
Washington, Oregon, Arizona, Idaho, Nevada, Texas and South
Carolina and had sales of $45.5 million in 2004, according to its
Web site.  It has a 275-unit condominium in downtown Las Vegas.


BCE INC: Inks Final Privatization Deal with Teachers' Private
-------------------------------------------------------------
BCE Inc. said it reached a final agreement with Teachers' Private
Capital, the private investment arm of the Ontario Teachers'
Pension Plan, Providence Equity Partners Inc., Madison Dearborn
Partners LLC and Merrill Lynch Global Private Equity, to complete
its privatization.

As reported in the Troubled Company Reporter on July 2, 2007,
BCE Inc. entered into a definitive agreement to be acquired by
an investor group led by Teachers Private Capital.  The all-cash
transaction is valued at C$51.7 billion or $48.5 billion including
C$16.9 billion or $15.9 billion of debt, preferred equity and
minority interests.

TCR stated that under the terms of the transaction, the investor
group will acquire all of the common shares of BCE not already
owned by Teachers for an offer price of C$42.75 per common share
and all preferred shares.  

The Wall Street Journal related that the pact -- the largest
leveraged buyout ever -- delayed the closing of the deal until
December 2008 but maintained the transaction's original price
struck one year ago.

WSJ indicated that the key to the pact is BCE's commitment to not
pay out its dividend through year-end.  Withholding its dividend
payments would boost the company's cash position by $900 million,
giving the financing banks greater comfort in providing the
gargantuan roughly $32 billion loan package, WSJ added.  

WSJ, citing BCE, said it was skipping the payment of its second-
quarter $294 million dividend.

The delayed closing will also allow the banks to avoid selling BCE
debt to investors amid brutal fixed-income markets and likely
incur sizable write-downs, WSJ pointed out.  Also, the banks buy
themselves some time to clear their existing overhang of unsold
debt sitting on their balance sheets before having to bring this
deal to market, WSJ related.

In a press statement, BCE said that financing is provided by Citi,
Deutsche Banc, Royal Bank of Scotland and TD Securities.  

Financial advisors to the investor group are Citi, Deutsche Banc,
TD Securities and Morgan Stanley.  Legal advisors to the investor
group are Goodmans LLP and Weil Gotshal & Manges LLP.

                 About Teachers' Private Capital

Headquartered in Ontario, Canada, Teachers' Private Capital --
http://www.otpp.com/-- is a pool of investment capital.  It was  
formed in 1991 as the private investment arm of the Ontario
Teachers' Pension Plan.  The company is the private investment arm
of a large pension fund that is free from constraints that
restricts the amount typical private equity firms can invest in
any one company or opportunity.

                           About BCE

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company,     
providing comprehensive and innovative suite of communication
services to residential and business customers in Canada.  Under
the Bell brand, the company's services include local, long
distance and wireless phone services, high-speed and wireless
Internet access, IP-broadband services, information and
communications technology services (or value-added services) and
direct-to-home satellite and VDSL television services.  Other BCE
holdings include Telesat Canada and an interest in CTVglobemedia.

Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary    
of BCE Inc.  Bell offers integrated information and communications
technology services to businesses and governments, and is the
Virtual Chief Information Officer to small and medium businesses.  

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services kept its ratings on BCE Inc.
and its related entities on CreditWatch with negative
implications, pending the completion of the company's leveraged
buyout by a consortium of private equity investors led by Teachers
Private Capital as announced on June 30, 2007.  As a result of the
proposed LBO, S&P expect reported debt to increase to about
C$37 billion from about C$10 billion at Sept. 30, 2007.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BIRCH MOUNTAIN: Defaults on June 30 Payment to Debenture Holders
----------------------------------------------------------------
Birch Mountain Resources Ltd. has not made the scheduled June 30,
2008, interest payment to the holders of the Convertible Unsecured
Subordinate Debentures.  

As a consequence of the company being in breach of a financial
covenant under its senior secured credit facility, the lender,
Tricap Partners Ltd., has exercised its right under the loan
agreement to direct Computershare Trust Company not to make the
scheduled interest payment until further notice from the lender.  
Birch Mountain is working to rectify the breach and secure the
necessary additional liquidity to make the interest payment.

                        Going Concern Doubt

Birch Mountain Resources Ltd. disclosed in its report on Form 6-K
which was filed with the U.S. Securities and Exchange Commission
on May 20, 2008, that the company currently has insufficient
revenue to meet its yearly operating and capital requirements.  

The company has incurred operating losses since its inception in
1995, and as of March 31, 2008, has an accumulated deficit of
C$48.2 million.  Losses are from costs incurred in the early
operation and development of the Muskeg Valley Quarry and the
Hammerstone Project, exploration of mineral opportunities and
mineral technology research.  Future operating losses may occur as
a result of the continued operation of the Muskeg Valley Quarry
and development of the Hammerstone Project.

The company has a working capital balance at March 31, 2008, of
C$2.1 million, a decrease of approximately C$5.5 million from
Dec. 31, 2007.

The company has formally engaged RBC Capital Markets to assist in
the evaluation of strategic alternatives, which includes
discussing debt and equity strategies for its immediate and medium
term capital needs.  To the extent the company raises additional
capital by issuing equity or convertible debt securities,
ownership dilution to shareholders will result.  

The company believes the foregoing factors raise substantial doubt
about the company's ability to continue as a going concern.

                       About Birch Mountain

Headquartered in Calgary, Canada, Birch Mountain Resources Ltd.
(TSX and AMEX: BMD) -- http://www.birchmountain.com/-- operates   
the Muskeg Valley Quarry, an early production stage limestone
quarry that produces limestone aggregate products for sale to
customers in the Athabasca Oil Sands region of northeastern
Alberta.  

The company is engaged in the regulatory approval process for the
Hammerstone Project which will expand the Muskeg Valley Quarry and
add an integrated limestone processing complex to provide
manufactured limestone-based products such as quicklime, as well
as related environmental services such as spent lime recalcining.


BLACK DIAMOND: Wants to File Chapter 11 Plan Until November 10
--------------------------------------------------------------
Black Diamond Mining Company LLC and its debtor-affiliates ask the
Hon. William S. Howard of the United States Bankruptcy Court for
the Eastern District of Kentucky to extend the period within which
the Debtors may:

   a) file a Chapter 11 plan until Nov. 10, 2008, and

   b) solicit acceptances of that plan until Jan. 9, 2009.

The Debtors' exclusive period to file a plan will expire on July
9, 2008.

The Debtors say that they need more time to overcome certain
challenges and restore value to their businesses.  The Debtors
face several difficulties in their business operations and the
administration of their Chapter 11 cases.  "[Our] operations had
been shuttered for two weeks in February 2008, and lacked adequate
cash to continue to operate,"  the Debtors explain.

On June 26, 2008, CIT Capital USA, Inc., who provided the Debtors
$15 million in financing due Dec. 31, 2008, and the Official
Committee of Unsecured Creditors agreed not to file any Chapter 11
plan until Aug. 8, 2008.

                        About Black Diamond

Headquartered in Pikeville, Kentucky, Black Diamond Mining Co.,
LLC, is a coal-mine operator.  The company and seven of its
affiliates filed for Chapter 11 protection on March 4, 2008
(Bankr. E.D. Ky. Lead Case No.08-70109).  David M. Cantor, Esq.,
at Seiller Waterman, LLC, represents the Debtors in these cases.  
The U.S. Trustee for Region 8 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Foley & Lardner LLP
represents the Committee in these cases.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against FCDC
Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp.,
Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.  According to the petitioners,
the Debtors' owe them $150 million.

As reported in the Troubled Company Reporter on Feb. 25, 2008,
the petitioning creditors sought the appointment of a Chapter 11
trustee for the Debtors.  The petitioners alleged that the
Debtors' controlling equity owner Harold E. Sergent and other
shareholders are "hopelessly conflicted."  They insisted that the
company has no money since losing $25 million last year and they
had refused to dole out a single cent until a trustee assumes
control of the company and comes up with an appropriate budget.

The TCR on March 4, 2008, reported that the Court directed the
appointment of a chief restructuring officer -- either Ira Genser
or Steven Cohn from Alvarez & Marsal North America LLC -- for FCDC
Coal Inc. and Black Diamond Mining Co.  The Court said the CRO
will "have the same powers as a trustee," which will include
retention and termination of workers, and the investigation of the
Debtors' officers.


BLACK DIAMOND: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Black Diamond Mining Company LLC and its debtor-affiliates
delivered to the United States Bankruptcy Court for the Eastern
District of Kentucky their schedules of assets and liabilities
disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $ 1,002,400
   B. Personal Property             72,667,534
   C. Property Claimed
      as Exempt
   D. Creditors Holding                          $197,514,453
      Secured Claims
   E. Creditors Holding                                66,817
      Unsecured Priority
      Claims
   F. Creditors Holding                             9,822,321
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $73,669,934   $207,403,591

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Black Diamond

Headquartered in Pikeville, Kentucky, Black Diamond Mining Co.,
LLC, is a coal-mine operator.  The company and seven of its
affiliates filed for Chapter 11 protection on March 4, 2008
(Bankr. E.D. Ky. Lead Case No.08-70109).  David M. Cantor, Esq.,
at Seiller Waterman, LLC, represents the Debtors in these cases.  
The U.S. Trustee for Region 8 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Foley & Lardner LLP
represents the Committee in these cases.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against FCDC
Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp.,
Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.  According to the petitioners,
the Debtors' owe them $150 million.

As reported in the Troubled Company Reporter on Feb. 25, 2008,
the petitioning creditors sought the appointment of a Chapter 11
trustee for the Debtors.  The petitioners alleged that the
Debtors' controlling equity owner Harold E. Sergent and other
shareholders are "hopelessly conflicted."  They insisted that the
company has no money since losing $25 million last year and they
had refused to dole out a single cent until a trustee assumes
control of the company and comes up with an appropriate budget.

The TCR on March 4, 2008, reported that the Court directed the
appointment of a chief restructuring officer -- either Ira Genser
or Steven Cohn from Alvarez & Marsal North America LLC -- for FCDC
Coal Inc. and Black Diamond Mining Co.  The Court said the CRO
will "have the same powers as a trustee," which will include
retention and termination of workers, and the investigation of the
Debtors' officers.


BRAINTECH INC: March 31 Balance Sheet Upside-Down by $1,178,595
---------------------------------------------------------------
Braintech Inc.'s consolidated balance sheet at March 31, 2008,
showed $2,357,723 in total assets and $3,536,318 in total
liabilities, resulting in a $1,178,595 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,301,011 in total current assets
available to pay $3,536,318 in total current liabilities.

The company reported a net loss of $10,703 on sales of $1,105,965
for the first quarter ended March 31, 2008, compared with a net
loss of $1,006,853 on sales of $668,372 in the same period last
year.

The increase in sales year over year is attributable to the
increase in the minimum purchase guarantee in accordance with the
terms of the Exclusive Global Channel Partner Agreement with ABB
Inc.  Said agreement provides for a minimum purchase guarantee of
$5,500,000 for the year ended Dec. 31, 2008.

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?2f11

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Smythe Ratcliffe LLP, in expressed substantial doubt about
Braintech Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditor pointed to the
company's recurring losses from operations.

                       About Braintech Inc.

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) -- http://www.braintech.com/-- has four wholly-
owned subsidiaries: Braintech Canada Inc., a British Columbia
corporation, Braintech Government & Defense Inc., a Delaware
corporation, Braintech Consumer & Service Inc., a Delaware
corporation, and Braintech Industrial Inc., a Delaware
corporation.  Braintech Canada Inc. carries out the company's
research and development activities, and employs a majority of the
company's technical personnel.

The company generates the majority of its revenues from the sale
of robotic vision software that it has developed.  The company's  
software sales have principally involved computerized vision
systems used for the guidance of industrial robots performing
automated assembly, material handling, and part identification and
inspection functions.


BRIAN FAMILY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Brian Family Ltd.
        dba Royal Oak Nursing & Rehabilitation Center
        6973 Pearl Road
        Middleburg Hts, OH 44130

Bankruptcy Case No.: 08-52350

Type of Business: The Debtor is into the healthcare business.

Chapter 11 Petition Date: June 27, 2008

Court: Northern District of Ohio (Akron)

Debtor's Counsel: Theodore T. Mairanz
                  39 Broadway, 25th Floor
                  New York, NY 10006
                  Tel (212) 269-1000
                  Email tmairanz@ngmpc.com

Creditor Committee: Official Committee of Unsecured Creditors of
Royal Manor Management Inc.

Committee Counsel: Kate M. Bradley
                   Brouse McDowell
                   388 S. Main Street, Suite 500
                   Akron, OH 44311
                   Tel (330) 535-5711
                   Email kbradley@brouse.com  

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

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

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

     http://bankrupt.com/misc/ohnb08-52350.pdf


BRIGGS & STRATTON: Moody's Cuts Corporate Family Rating to Ba2
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Briggs & Stratton
Corporation's corporate family rating to Ba2 from Ba1, probability
of default to Ba2 from Ba1, and senior unsecured notes to Ba2 from
Ba1.  The rating actions result from the company's weak operating
performance and negative free cash flow generation as it operates
in a challenging economic and industry environment.  The outlook
is stable.

Briggs & Stratton's operations are highly cyclical, with Moody's
anticipating that the company's operating performance and credit
metrics will vary from year to year based, in large part, on
weather conditions.  During 2004 the company's EBITA margin was a
robust 11.7% and EBITA/interest expense a healthy 5.6x.  

However, several factors have resulted in the company's
performance for 2007 and 2008 remaining well below the "bottom-of-
the-cycle" performance that was consistent with the previous
rating level.  These factors include: continued unfavorable
weather conditions, a weak U.S. economy, unfavorable product mix,
ongoing competition from Asian engines, and costs associated with
reconfiguring various operations.

As a result, for the LTM through March 2008, Briggs & Stratton's
EBITA margin was 3.7% and EBITA/interest expense only 1.6x.  The
downgrade to Ba2 reflects Moody's belief that this weak level of
performance, balanced against the stronger performance that the
rating agency anticipates eventually will be generated when
weather and operating conditions become more favorable, are
consistent with a Ba2 rating level.

The Ba2 rating and stable outlook reflect Briggs & Stratton's
leading position in the market for engines used in walk-behind and
riding lawn mowers and its expanding international operations.  
The rating and outlook also reflect the company's flexibility to
adjust production in response to fluctuations in demand enabling
it to contend with the sector's ongoing vulnerability to extreme
cyclicality and seasonality of its end markets.

Moody's notes that the current rating and outlook also anticipate
that Briggs & Stratton's operating strengths will support
significantly improved credit metrics during 2009 and beyond, as
the U.S. economy improves and the benefits of the company's
restructuring initiatives take hold.

The rating for the senior unsecured notes reflects the overall
probability of default of the company, to which Moody's assigns a
PDR of Ba2.  The $266 million senior unsecured notes, which is
assigned a Ba2 rating, is pari passu to the senior unsecured
revolving credit facility.

These ratings/assessments were affected by this action:

  -- Corporate family rating lowered to Ba2 from Ba1;
  -- Probability of default rating lowered to Ba2 from Ba1; and,

  -- $266 million senior unsecured notes due 2011 downgraded to
     Ba2 (LGD4, 55%) from Ba1 (LGD4, 56%).

Headquartered in Wauwatosa, Wisconsin, Briggs & Stratton
Corporation, produces air-cooled gasoline engines for outdoor
power equipment as well as manufactures home power products.  
Revenues for the 12 months ended March 30, 2008 totaled about
$2.2 billion.


BROOKSIDE TECH: Posts $1,798,087 Net Loss in 2008 First Quarter
---------------------------------------------------------------
Brookside Technology Holdings Corp. reported a net loss of
$1,798,087 on total revenues of $4,208,066 for the first quarter
ended March 31, 2008, compared with a net loss of $140,651 on
total revenues of $537,377 in the same period last year.

The increase in revenues is primarily due to the acquisition of US
Voice & Data LLC, which accounted for $3,735,243 of the increase,
partially offset by the decrease in sales for Brookside Technology
Partners of $64,554.

The company realized a net loss from operations of $1,798,087 for
the quarter ended March 31, 2008, compared to a net loss from
operations of $128,033 for the quarter ended March 31, 2007.  This
increase is primarily due to the amortization expense of
$1,322,324 which the company recognized for the quarter ended
March 31, 2008, and the increase in interest expense of $671,302.

The amortization expense related to the accounting treatment of
the warrants issued and allocation of beneficial conversion in
connection with the debt financing for the acquisition of US Voice
& Data LLC.  There was no such expense for the comparable period
in 2007.

                          Balance Sheet

At March 31, the company's consolidated balance sheet showed
$17,676,829 in total assets, $15,911,754 in total liabilities, and
$1,765,075 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $3,732,204 in total current assets
available to pay $14,075,792 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?2f15

                       Going Concern Doubt

Brookside Technology Holdings Corp. says its current and past
losses raise doubt about the company's ability to continue as a
going concern.

The company has incurred net losses during the first quarter of
2008, and the years ended Dec. 31, 2007, and 2006, and has a
retained deficit of $11,378,688.

In addition, the company has cash and cash equivalents of $88,943
and a working capital deficit of $10,343,588 at March 31, 2008.  
The company used net cash in operating activities of $268,106
during the quarter ended March 31, 2008.  The company is currently
in default on its specific covenants related to the Hilco credit
agreement on its debt to Hilco of $6,649,423 and the Series B
Preferred Stock matured on Dec. 27,2007, in the amount of
$3,000,000.

                    About Brookside Technology

Based in Clearwater, Florida, Brookside Technology Holdings Corp.
(OTC BB: BKSD) -- http://www.brooksideus.com/-- is a holding  
company for Brookside Technology Partners Inc., a Texas
corporation, and US Voice & Data LLC, an Indiana limited liability
company, and all operations are conducted through those two wholly
owned subsidiaries.

Headquartered in Austin, Texas, Brookside Technology Partners is a
provider and global managed service company specializing in
selling, designing, analyzing and implementing converged Voice
over IP (VoIP), data and wireless business communications systems
and solutions for commercial and state/government organizations of
all types and sizes in the United States.

Headquartered in Louisville, Kentucky, USVD is a regional provider
of telecommunication services including planning, design,
installation and maintenance for the converged voice and data
systems.  USVD serves the Kentucky and southern Indiana markets,
operating out of offices in Louisville, Lexington and
Indianapolis.


BUCKHEAD OIL: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Buckhead Oil Company, Inc.
        3640 Jodeco Road
        Mcdonough, GA 30253

Bankruptcy Case No.: 08-72829

Chapter 11 Petition Date: July 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtors' Counsel: Gregory D. Ellis, Esq.
                  Lamberth, Cifelli, Stokes, Ellis & Nason
                  3343 Peachtree Raod, N.E., Suite 550
                  Atlanta, GA 30326-1022
                  Tel: (404) 262-7373
                  Fax: (404) 262-9911

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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

             http://bankrupt.com/misc/ganb08-72829.pdf


BUFFETS HOLDINGS: To Sell Ohio, Kentucky Properties for $3.75 Mil.
------------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates ask the authority
of the United States Bankruptcy Court for the District of Delaware
to sell on an "as is", "where is" basis, the nonresidential real
properties located at:

   i) 2551 E. Tiffin Avenue, Findlay, Ohio;
  ii) 1415 Niles Courtland Road, SE, Niles, Ohio; and
iii) 701 Red Mile Road, Lexington, Kentucky.

The Debtors also wish to sell, along with the Findlay and
Lexington Properties, certain equipment which are "of no use to
the Debtors and a burden to their estates."

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP
in Wilmington, Delaware, tells the Court, the Debtors have
identified the purchasers of the three properties and the
properties' agents.   The purchase price of the properties had
also been determined by the Debtors.  In light of these
developments, the Debtors ask the Court that the sale be made
free and clear of any liens, claims and encumbrances, and that
they be allowed to pay, out of the proceeds of the sales, the
commissions of local real estate brokers and other customary fees
and expenses in connection with the sale of the Properties, Ms.
Morgan relates.

According to Ms. Morgan, the Debtors hired an experienced
national real estate consultant to develop a marketing plan for
the properties whose combined marketing efforts with the Local
Brokers produced purchasers, and resulted in the Debtors
executing the Sale Contracts for the three properties.

Details of the Sale contracts include:

  (1) The Findlay Property   : 2551 E. Tiffin Avenue
                               Findlay, Ohio
      Purchase Price         : $1,800,000
      Purchaser              : Grindstone Properties, LLC
      Execution Date         : Feb. 25, 2008
      Local Broker           : J.R. Finney Real Estate Company
                               Attn: J. Robert Finney
      Broker's Commission    : $72,000

  (2) The Niles Property     : 1415 Niles Courtland Road SE,
                               Niles, Ohio
      Purchase price         : $900,000
      Purchaser              : Napstak, LLC Attn: Alex Patel
      Execution Date         : Mar. 11, 2008
      Local Broker       (1) : Terra National Real Estate Group
                               Attn: Jack Barson                
                         (2) : JDHoliday Associates
      Brokers' Commission(1) : $22,500
                         (2) :  22,000

  (3) The Lexington Property : 701 Red Mile Road      
                               Lexington, Kentucky
      Purchase Price         : $1,050,000
      Purchaser              : Sirius Equity partners, LLC
      Execution Date         : May 9, 2008
      Local Broker           : Prudential CRES Commercial
                               Real Estate
      Brokers' Commission    : $52,500

As these properties were marketed by skilled commercial real
estate brokers, the Debtors believe that the prices under the
Sale Contracts reflect the true and reasonable market values of
the properties.  The properties, being not a core component of
the Debtors' long-range business strategy are an economic burden,
Ms. Morgan says.  The elimination of the liabilities associated
with the Properties and the value to be realized by the estates
through the sale of these properties is beneficial to the
Debtors, their estates and creditors, Ms. Morgan tells the Court.

The Debtors, hence, ask the Court to authorize the sale of the
properties free and clear of liens, claims or encumbrances,
pursuant to Section 363(f) of the Bankruptcy Code which
authorizes the sale of a property free and clear of lien, claims  
or encumbrances if:

   (i) applicable non-bankruptcy law permits the sale of the  
       property free and clear of interest;

  (ii) the lienholder or claimholder consents;

(iii) the interest is a lien and the price at which the property
       is to be sold is greater than the aggregate value of all
       liens on the property;

  (iv) the interest is a bona fide dispute; or

   (v) the entity could be compelled, in a legal or equitable
       proceeding, to accept a money satisfaction of the  
       interest.

Moreover, the Debtors note that the Sale Contracts are results of
arm's-length negotiations in which all parties acted in good
faith, Ms. Morgan asserts.

                    About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.

The U.S Trustee for Region 3 appointed seven creditors to serve on
an Official Committee of Unsecured Creditors.  The Committee
selected Otterbourg Steindler Houston & Rosen PC as counsel.

The Debtors' balance sheet as of Sept. 19, 2007, showed total
assets of $963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of
$85 million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *    *    *

As reported in the Troubled Company Reporter on June 16, 2008,
the Court further extended exclusive periods of the Debtors to (a)
file a Chapter 11 Plan through and including Sept. 30, 2008, and
(b) solicit acceptances of a plan through and including Dec. 1,
2008.


BUILDING MATERIALS: March 30 Balance Sheet Upside-Down by $130MM
----------------------------------------------------------------
The consolidated balance sheet of Building Materials Corp. of
America at March 30, 2008, showed $2.4 billion in total assets and
$2.5 billion in total liabilities, resulting in a $130.7 million
total stocholders' deficit.

The company reported a net loss of $15.0 million for the first
quarter ended March 30, 2008, compared with a net loss of
$15.3 million in the same priod last year.

Net sales for the first quarter of 2008 were $570.3 million
compared to first quarter of 2007 net sales of $530.0 million.  
The increase in net sales was primarily attributable to 2008 net
sales including a full quarter of ElkCorp net sales as compared to
2007 net sales, which only included ElkCorp net sales since the
date of acquisition.

The net loss in the first quarter of 2008 included $28.0 million
of pre-tax restructuring and other expenses, of which $1.1 million
pre-tax was included as a reduction of net sales and $6.1 million
pre-tax was included in cost of products sold related to the
integration of ElkCorp.  

Included in restructuring and other expenses are plant closing
expenses related to the closure of several manufacturing
facilities, integration-related costs and the write-down of
selected inventories.  Excluding restructuring and other expenses,
first quarter of 2008 net income was $1.9 million as compared to
the first quarter of 2007 net loss of $400,000 after adjusting
2007 net loss for debt restructuring costs included in interest
expense of $14.9 million after-tax ($23.2 million pre-tax).

Income before interest expense and income taxes in the first
quarter of 2008 was $14.9 million compared to $25.5 million in the
first quarter of 2007.  Excluding restructuring and other exenses,
first quarter of 2008 income before interest and income taxes
increased to $42.9 million, which was primarily due to lower
manufacturing costs and lower selling, general and administrative
expenses partially offset by higher raw material costs, including
asphalt.

Interest expense in the first quarter of 2008 decreased to
$39.9 million as compared to $49.3 million in the first quarter of
2007, which included $23.2 million of debt restructuring costs
related to the acquisition of ElkCorp.  

                            Total Debt

On Feb. 22, 2007, the company entered into Senior Secured Credit
Facilities consisting of a $975.0 million Term Loan, a
$600.0 million Senior Secured Revolving Credit Facility and a
$325.0 million bridge loan facility, which was subsequently
replaced by a $325.0 million Junior Lien Term Loan, which
collectively financed the purchase of ElkCorp and repaid certain
existing BMCA debt facilities and ElkCorp senior note debt.

As of March 30, 2008, the company had total outstanding
consolidated indebtedness of approximately $1.96 billion, which
included $52.8 million of demand loans to the company's parent
corporation and $26.6 million that matures prior to the end of the
first quarter of 2009.  Borrowings under the Senior Secured
Revolving credit Facility at March 30, 2008, totaled
$279.0 million.

As of March 30, 2008, the company was in compliance with all
covenants under the Senior Secured Revolving Credit Facility, the
Term Loan, the Junior Lien Term Loan and the indentures governing
the 2008 Notes and the 7 3/4% Senior Notes due 2014.

At March 30, 2008, the company had outstanding letters of credit
of approximately $56.0 million, which included approximately
$10.7 million of standby letters of credit related to certain
obligations of G-I Holdings.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 30, 2008, are available for
free at http://researcharchives.com/t/s?2f16

                     About Building Materials

Based in Wayne, New Jersey, Building Materials Corporation of
America is a manufacturer and marketer of a broad line of asphalt
and polymer-based roofing products and accessories for the
residential and commercial roofing markets.  The company also
manufactures specialty building products and accessories for the
professional and do-it-yourself remodeling and residential
construction industries.  

The company is a wholly owned subsidiary of BMCA Holdings
Corporation, which is a wholly owned subsidiary of G-I Holdings
Inc.  The company's products are marketed in three groups:
residential roofing, commercial roofing and specialty building
products and accessories.  On March 26, 2007, the company
completed the acquisition of ElkCorp, a manufacturer of roofing
products and building materials.

                          *     *     *

As reported in the Troubled Company Reporter on May 27, 2008,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Building Materials Corp. of America.  At the same
time, S&P revised the recovery rating on the company's $975  
million first-lien term loan due 2014 to '3', indicating that
lenders can expect meaningful (50% to 70%) recovery in the event
of a payment default, from '2'.  As a result, S&P lowered the
issue-level rating on the term loan to 'B+' from 'BB-', in
accordance with its issue rating framework.  S&P also assigned a
'3' recovery rating on BMCA's outstanding $250 million 7.75%
senior notes due 2014.
     
Standard & Poor's removed all the ratings from CreditWatch, where
they had been placed with negative implications on Jan. 10, 2008.  
The outlook is negative.

As reported in the Troubled Company Reporter on April 10, 2008,
Moody's Investors Service lowered the ratings of Building
Materials Corp. of America including the corporate family rating
to B3 from B2, first lien term loan rating to B3 from B2, senior
notes rating to B3 from B2, and junior term loan rating to Caa2
from Caa1.  The probability of default rating was lowered to Caa1
from B2.  The ratings outlook remains negative.


CBA COMMERCIAL: Moody's Cuts Ratings of Four Classes of Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed two classes of CBA Commercial Assets, LLC, Small
Balance Commercial Mortgage Pass-Through Certificates, Series
2006-2 as:

  -- Class A, $94,996,843, affirmed at Aaa
  -- Class M-1, $3,751,000, affirmed at Aa2
  -- Class M-2, $4,893,000, downgraded to Baa2 from A3
  -- Class M-3, $2,773,000, downgraded to Ba1 from Baa2
  -- Class M-4, $2,283,000, downgraded to Ba3 from Baa3
  -- Class M-5, $1,142,000, downgraded to B2 from B1

Classes M-2, M-3 and M-4 had been placed on review for possible
downgrade on April 7, 2008.  Moody's has concluded its review of
this transaction and is downgrading these classes as well as Class
M-5 due to increased realized losses and projected losses from
loans in special servicing.

As of the June 25, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
12.1% to $114.7 million from $130.5 million at securitization.  
The certificates are collateralized by 253 mortgage loans with the
top 10 loans representing 20.8% of the pool.

Two loans have been liquidated from the trust, resulting in an
aggregate loss of approximately $312,000.  The pool has
experienced a relatively high level of delinquent and specialty
serviced loans since securitization.  Currently 23 loans,
representing 10.3% of the pool, are in special servicing.

The specially serviced loans include eight loans (3.2% of the pool
balance) which are greater than 60 days delinquent, 12 loans
(4.7%) in foreclosure and one REO loan (0.4%).  Moody's has
received limited current financial information for the pool but
has received appraisal valuations and broker opinions of value for
many of the loans in special servicing.  Moody's has estimated an
aggregate loss of approximately $3.4 million for all the specially
serviced loans.

Moody's classifies this deal as a small balance commercial loan
securitization.  Small balance deals represent approximately 0.5%
of the outstanding commercial mortgage backed securities  
universe.


CENTERLINE 2007-1: S&P Cuts Ratings of Six Certs. Classes to CCC-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes from Centerline 2007-1 Resecuritization Trust and removed
them from CreditWatch with negative implications, where they were
placed on May 28, 2008.
     
The rating actions follow S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities, as detailed in
"Recovery Rates For CMBS Collateral In Resecuritization
Transactions," published May 28, 2008.
     
According to the June 20, 2008, trustee report, the transaction's
current assets included 114 classes ($882.2 million, 89%) of pass-
through certificates from 18 distinct CMBS transactions issued
between 2000 and 2007.  Only JPMorgan Chase Commercial Mortgage
Securities Trust 2007-CIBC18 ($107.4 million, 11%) represented a
CMBS asset concentration of 10% or more of total assets.  The
current assets also included three classes ($103.6 million, 11%)
from ARCap 2006-RR7 Resecuritization Inc., which is a CMBS
resecuritization transaction.  The aggregate principal balance of
the assets and liabilities totaled $985.9 million, which has not
changed since issuance.  A reduction in the total assets will
occur when principal losses are realized on first-loss CMBS
assets, which currently represent $311.8 million (32%) of the
asset pool.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'CCC+'
rated obligations.  Excluding first-loss CMBS assets, the current
asset pool exhibits credit characteristics consistent with 'B+'
rated obligations.  Standard & Poor's rates $570 million (58%) of
the assets.  S&P reanalyzed its outstanding credit estimates for
the remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
ratings.


       Ratings Lowered and Removed from Creditwatch Negative

              Centerline 2007-1 Resecuritization Trust
            Collateralized debt obligation certificates

                                   Rating
                                   ------
                     Class    To           From
                     -----    --           ----
                     A-1      AA+          AAA/Watch Neg
                     A-2      AA-          AAA/Watch Neg
                     B        A+           AA+/Watch Neg
                     C        A-           AA-/Watch Neg
                     D        BBB+         A+/Watch Neg
                     E        BBB-         A/Watch Neg
                     F        BB+          A-/Watch Neg
                     G        BB-          BBB+/Watch Neg
                     H        B+           BBB/Watch Neg
                     J        CCC+         BBB-/Watch Neg
                     K        CCC-         BB+/Watch Neg
                     L        CCC-         BB/Watch Neg
                     M        CCC-         BB-/Watch Neg
                     N        CCC-         B+/Watch Neg
                     O        CCC-         B/Watch Neg
                     P        CCC-         B-/Watch Neg


CHARLES FULTON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Charles Fulton
        5210 West Milada Drive
        Laveen, AZ 85339

Bankruptcy Case No.: 08-08042

Chapter 11 Petition Date: July 1, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Hebert Schenk P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  dlh@hs-law.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its 20 largest unsecured
creditors.


CHEMTURA CORP: Opts to Remain Stand-Alone, Abandons Sale Talks
--------------------------------------------------------------
Chemtura Corporation's board of directors has terminated
discussions on a potential sale, merger or other business
combination after determining that these discussions are unlikely
at this time to result in an offer at a sufficiently attractive
price.

The board said that, after thoroughly exploring a potential sale,
merger or other business combination involving the entire company,
it has concluded that shareholders' interests will be best served
by continuing to operate as a stand-alone company and focusing on
its own growth and efficiency initiatives.  

On Dec. 18, 2007, Chemtura said that a special committee of its
board of directors and the company's financial advisor, Merrill
Lynch & Co., would explore a variety of strategic alternatives.

Presently, the board of directors has instructed management, the
special committee, and Merrill Lynch to continue active
consideration of the company's other strategic options, including
(among other options) select business divestitures, value-creating
acquisitions, joint ventures and changes in the company's capital
structure, which could include a stock repurchase program.

While the company's evaluation of strategic alternatives
continues, there can be no assurance that this process will result
in any specific transaction.  The company does not expect to
disclose any further developments regarding the exploration of
strategic alternatives unless and until its board of directors has
approved a transaction or a strategic alternative.

              Sale Talks with Blackstone and Apollo

Around May 2008, Blackstone Group LP and Apollo Management LP
commenced discussions regarding an acquisition of Chemtura,
various reports said, citing people familiar with the deal.

According to the unnamed sources, it is uncertain that the deal
will push through given the size of Chemtura and the slumping
economy.

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service placed Chemtura's corporate family
rating of Ba2 under review for possible downgrade after reports
that its "board of directors has authorized management to
consider a wide range of strategic alternatives available to the
company to enhance shareholder value."

At the same time, Standard & Poor's Ratings Services placed its
'BB+' corporate credit and senior unsecured debt ratings of
Chemtura on CreditWatch with developing implications, after
reports that management is considering strategic alternatives,
including sale or merger of the company.

                    Sale of Oleochemicals Biz

The TCR related on Jan. 29, 2008, that Chemtura completed the sale
of its oleochemicals business and Memphis, Tenn. manufacturing
facility to PMC Group NA Inc. for an undisclosed amount.  Proceeds
from the transaction will be used to reduce debt.

All 260 employees at the Memphis facility are expected to
transfer to PMC Group NA Inc.  The oleochemicals business had
revenues for 2007 of about $175 million.

                   Sale of Fluorochemicals Biz

The TCR said on Feb. 11, 2008, that Chemtura completed the sale of
its Fluorochemicals business and related production facility to
E.I. du Pont de Nemours and Company in an all-cash deal for an
undisclosed amount.

Chemtura completed the divestiture of its organic peroxides
business in May, its EPDM business in June and its optical
monomers business in October 2007.

The about 25 employees who work for the Fluorochemicals
business have become employees of DuPont.  The Fluorochemicals
business had revenues for 2006 of about $56 million.  Included in
the sale is the Fluorochemicals production unit at Chemtura's El
Dorado, Arkansas plant.  Chemtura retains ownership of its other
El Dorado facilities.

                   First Quarter 2008 Results

Chemtura reported net sales of $909 million and a net loss of
$21 million, for the first quarter of 2008 and net earnings on a
managed basis of $23 million.  During the first quarter of 2007,
the company had net sales of $889 million and a net loss of
$13 million.

As of March 31, 2008, the company had total assets of
$4.4 billion, total liabilities of $3.3 billion, and total
stockholders' equity of $1.9 billion.  Cash and cash equivalents
were $115 million as of March 31, 2008, compared to $77 million
as of Dec. 31, 2007.

                      About Chemtura Corp.

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE: CEM) -- http://www.chemtura.com/-- manufactures and   
markets specialty chemicals, crop protection products, and pool,
spa and home care products.  The company has subsidiaries in the
United Kingdom, Netherlands, Australia, China, Japan, Chile and
Mexico, among others.

                          *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings of Chemtura Corp. to 'BB' from
'BB+'.  The ratings remain on CreditWatch with developing
implications, where they were placed Dec. 19, 2007.  The downgrade
reflects S&P's expectation that cash flow protection measures will
not strengthen to, and be sustained at, levels appropriate for the
prior rating, although profitability should improve near term.


CHRYSLER LLC: International Sales Up by 4% in First Half 2008
-------------------------------------------------------------
Chrysler LLC established a record for the best mid-year sales ever
outside North America as sales increased 4% (118,386 units)
compared to the same period in 2007; a result of the increased
demand for fuel-efficient models like the Jeep(R) Compass, Jeep
Patriot and Chrysler Sebring.  June 2008 sales (20,198 units) were
12% below those of June 2007, which was a record month for the
company.

                         Regional Sales

Chrysler sales in Europe decreased 1% year-to-date (64,684 units).  

Sales in Russia grew by 69% to 4,638 units during the first six
months of 2008, the most significant growth of any market in the
region.  The increase was led by Dodge Caliber sales (1,733
units), which were up 82%, compared to the same time last year.  

Sales in the Asia Pacific region increased 45% by the mid-year
point, with 21,923 units sold.

China led all markets in growth for the first half of the year, as
sales climbed 113% to reach 10,517 units.  The significant sales
increase positioned China as Chrysler's number-two-volume market
outside North America behind Italy.

Australia and Japan, two key markets in the region, have also
achieved noteworthy growth so far in 2008.  In Australia, sales
increased 21% year-to-date (5,638 units) and Japan sales have
grown 14% (2,840 units).

Significant growth was achieved by several Latin American markets
year-to-date.

The greatest increase for Chrysler's Latin American sales was in
Argentina, where sales grew 88% to 2,245 units.

Brazilian sales increased 33% (3,096 units), fueled by demand for
the Chrysler PT Cruiser and Dodge Ram Pickup.

                           Brand Sales

The Dodge brand achieved the highest growth outside North America,
with an increase of 36% year-to-date (33,942 units).

Jeep sales grew 2% (46,541 units) during the same time period,
while Chrysler brand sales declined 13% (37,903 units).

Sales of fuel-efficient models continued to gain momentum.  
Chrysler Sebring sales more than tripled (up 229%) so far this
year to 7,602 units; and the Jeep brand vehicles in the small SUV
segment, Jeep Compass and Patriot, have achieved combined sales of
16,365 units, an increase of 86% for sales in this growing
segment.

Chrysler offers access to its vehicles to more customers now that
there are a greater number of right-hand-drive and diesel
offerings.  In 2008, Chrysler will offer a total of 18 vehicles in
major markets outside North America, 17 of those vehicles will be
available in right-hand-drive and with a diesel powertrain option.

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.


CITIGROUP TRUST: Moody's Affirms Ba1 Rating on Class VSM-2 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 19 classes of
Citigroup Commercial Mortgage Trust., Commercial Mortgage Pass-
Through Certificates, Series 2007-FL3 as:

  -- Class A-1, $369,037,174, Floating, affirmed at Aaa
  -- Class A-2, $164,608,000, Floating, affirmed at Aaa
  -- Class B, $24,903,000, Floating, affirmed at Aa1
  -- Class C, $19,923,000, Floating, affirmed at Aa2
  -- Class D, $12,949,000, Floating, affirmed at Aa3
  -- Class E, $11,954,000, Floating, affirmed at A1
  -- Class F, $12,950,000, Floating, affirmed at A2
  -- Class G, $11,953,000, Floating, affirmed at A3
  -- Class H, $11,954,000, Floating, affirmed at Baa1
  -- Class J, $11,953,000, Floating, affirmed at Baa2
  -- Class K, $19,923,000, Floating, affirmed at Baa3
  -- Class X-2, Notional, affirmed at Aaa
  -- Class THH-1, $3,800,000, Floating, affirmed at Baa3
  -- Class INM, $2,900,000, Floating, affirmed at Baa3
  -- Class MLA-1, $3,600,000, Floating, affirmed at Baa3
  -- Class HTT-1, $1,900,000, Floating, affirmed at Baa3
  -- Class VSM-1, $3,000,000, Floating, affirmed at Baa3
  -- Class VSM-2, $1,000,000, Floating, affirmed at Ba1
  -- Class WES, $1,504,921, Floating, affirmed at Baa3

Moody's is affirming all classes based on stable property
performance.

At securitization, the transaction consisted of sixteen hotel
loans with a pooled balance of $796.9 million.  As of the June 15,
2008 distribution date, the transaction consists of 13 hotel loans
with a pooled balance of $672.1 million, a 15.7% decrease in the
pooled balance.

The highest concentration of pooled hotel loans is found in the
New York City MSA at 55.1% of the total pooled balance.  All loans
are interest only.  The current pooled loan-to-value ratio is
58.4% compared to 59.4% at securitization.

The largest pooled exposure is the Fairmont Scottsdale Princess
Loan (20.8% of the pool balance) which is secured by a 651 room
full-service hotel located in Scottsdale, Arizona.  The revenue
per available room and net cash flow are in-line with Moody's
original analysis at securitization.  The loan sponsor is
Strategic Hotel Funding, LLC.  Moody's current underlying rating
is Baa2, the same as at securitization.

The second largest pooled exposure is the Radisson Lexington Hotel
(14.9%) which is secured by a 705 room full-service hotel located
in Midtown Manhattan, NY.  RevPAR and NCF are in-line with Moody's
original analysis at securitization.  The loan sponsor includes
Blackstone Real Estate Acquisition V LP, Whitehall Street Real
Estate LP XII, Highgate Hotels, Inc., and Oxford Capital Group
LLC.  Moody's current underlying rating is Aaa, the same as at
securitization.

The third largest pooled exposure is The Hudson Hotel (14.0%)
which is secured by an 805 room full-service hotel located in
Midtown Manhattan, NY.  RevPAR and NCF are in-line with Moody's
original analysis at securitization.  The loan sponsor is Morgan
Hotel Group. Moody's current underlying rating is Baa2, unchanged
since securitization.


CLEAR CHANNEL: Terminates Tender Offer for 7.65% Senior Notes
-------------------------------------------------------------
Clear Channel Communications, Inc. terminated its tender offer and
consent solicitation for its outstanding 7.65% Senior Notes due
2010 (CUSIP No. 184502AK8).  None of the CCU Notes were purchased
in the offer and all CCU Notes previously tendered and not
withdrawn will be promptly returned to their respective holders.

In connection with AMFM Operating Inc.'s tender offer for its
outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0), Clear
Channel disclosed that AMFM has extended the date on which the
AMFM tender offer is scheduled to expire from 8:00 a.m. New York
City time on July 3, 2008, to 8:00 a.m. New York City time on July
30, 2008, and the consent payment deadline for the AMFM Notes from
8:00 a.m. New York City time on July 3, 2008 to 8:00 a.m. New York
City time on July 30, 2008.  The Offer Expiration Date and the
Consent Payment Deadline are subject to extension by AMFM in its
sole discretion, including in connection with the terms of the
settlement agreement and the amendment to the merger agreement.

The completion of the tender offer and consent solicitation for
the AMFM Notes is conditioned upon the satisfaction or waiver of
all of the conditions precedent to the Agreement and Plan of
Merger by and among Clear Channel, CC Media Holdings, Inc., B
Triple Crown Finco, LLC, T Triple Crown Finco, LLC and BT Triple
Crown Merger Co., Inc., dated Nov. 16, 2006, as amended by
Amendment No. 1, dated April 18, 2007, Amendment No. 2, dated May
17, 2007 and Amendment No. 3 dated May 13, 2008 and the closing of
the merger contemplated by the Merger Agreement.  The closing of
the Merger has not occurred.

On March 26, 2008, Clear Channel, joined by CC Media Holdings,
Inc., filed a lawsuit in the Texas State Court in Bexar County,
Texas, against Citigroup, Deutsche Bank, Morgan Stanley, Credit
Suisse, The Royal Bank of Scotland, and Wachovia, the banks who
had committed to provide the debt financing for the Merger.  On
May 13, 2008, Clear Channel reported that Clear Channel, entities
sponsored by Bain Capital Partners, LLC and Thomas H. Lee
Partners, L.P., and a bank syndicate had entered into a settlement
agreement in connection with the lawsuits previously filed in the
Texas and in New York.  Pursuant to the terms of the settlement
agreement, the parties entered into a third amendment to the
merger agreement.

          Special Meeting of Shareholders Set July 24

Clear Channel will hold a special meeting of its shareholders on
July 24, 2008, at which the proposed Merger will be considered.  
While the parties expect that the closing will occur on July 30,
2008, the parties to the settlement agreement have agreed to
extend the outside date for completion of the merger to Dec. 31,
2008.   AMFM intends to complete the tender offer and consent
solicitation for the AMFM Notes upon consummation of the merger.

Clear Channel previously disclosed on Jan. 2, 2008 that AMFM had
received, pursuant to its tender offer and consent solicitation
for the AMFM Notes, the requisite consents to adopt the proposed
amendments to the AMFM Notes and the indenture governing the AMFM
Notes.  As of July 1, 2008, approximately 99% of the AMFM Notes
have been validly tendered and not withdrawn.  The AMFM tender
offer and consent solicitation is being made pursuant to the terms
and conditions set forth in the AMFM Offer to Purchase and Consent
Solicitation Statement for the AMFM Notes dated Dec. 17, 2007, and
the related AMFM Letter of Transmittal and Consent.

Clear Channel has retained Citi to act as the lead dealer manager
for the tender offer and lead solicitation agent for the consent
solicitation and Deutsche Bank Securities Inc. and Morgan Stanley
& Co. Incorporated to act as co-dealer managers for the tender
offer and co-solicitation agents for the consent solicitation.  
Global Bondholder Services Corporation is the Information Agent
for the tender offer and the consent solicitation.  Questions
regarding the tender offer should be directed to Citi at (800)
558-3745 (toll-free) or (212) 723-6106 (collect).  Requests for
documentation should be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for banks and brokers only) or
(866) 924-2200 (for all others toll-free).

                 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.


COMPTON PETROLEUM: Plan to Sell Shares Cues Moody's Stable Outlook
------------------------------------------------------------------
Moody's Investors Service changed Compton Petroleum Corporation's
outlook to developing from negative in response to Compton's
statement that it has commenced a process to seek a buyer for all
of its outstanding common shares.  The change in outlook reflects
the possible ratings implications of a sale of the company, which
could result in a ratings affirmation, upgrade, or downgrade.

The rating and outlook will ultimately be dependent upon the
following: i) the new ownership of Compton Petroleum, its credit
quality, and the level of support, if any, provided to Compton
Petroleum and its rated notes, ii) the credit quality of Compton
Petroleum post sale, including its capital structure, and other
changes in assets and liabilities that may arise as a result of
the sale, and iii) the relative ranking of the rated notes in the
capital structure of Compton Petroleum and the new owner, if
applicable.

The rating and outlook will also consider the strategic direction,
business outlook and prospects for Compton Petroleum at the time
the sale and review is completed.  The resolution of the rating
and outlook is expected to coincide with the completion of the
sale process, which is expected to conclude in the fourth quarter
of 2008.

Compton's corporate family rating and probability of default
rating are B1 and its senior unsecured notes are rated are rated
B2 (LGD 5, 75%).  Moody's notes that the senior unsecured notes
contain a change of control provision which allows the note
holders to put the bonds back to the company upon a merger or
consolidation at 101% of par plus accrued interest.

Moody's last rating action on Compton Petroleum was to change its
outlook to negative from stable in July, 2007.  The negative
outlook reflected Compton Petroleum's continued high financial
leverage, with high levels of debt relative to PD reserves and
only modest production relative to debt.

In addition, Moody's believed that Compton Petroleum could remain
highly leveraged over the near to medium term, as it was likely to
continue to outspend cash flow as a result of an accelerated
drilling program focused on unconventional natural gas resource
plays.  

Compton Petroleum's plan for debt reduction over the near-term was
highly contingent on asset sale proceeds.  Compton Petroleum , in
June 2008, disclosed a pending asset sale, with proceeds of
$218 million to be used to reduce debt.

Headquartered in Calgary Alberta, Compton Petroleum Corporation
had revenues of C$398 million in 2007.


CONEXANT SYSTEMS: Makes 1 for 10 Reverse Stock Split on June 27
---------------------------------------------------------------
Conexant Systems, Inc. effected a 1-for-10 reverse stock split of
its common stock after market close on June 27, 2008.  Conexant's
common stock would trade on a split-adjusted basis under the
temporary NASDAQ ticker symbol CNXTD.  On July 30, 2008, the stock
will resume trading under the symbol CNXT.

The reverse split reduces the number of shares of Conexant's
outstanding common stock from approximately 495 million shares to
approximately 49.5 million shares.  The exercise price and number
of common shares related to outstanding 4% convertible subordinate
notes and stock options have automatically been proportionately
adjusted to reflect the reverse split.

Under the terms of the reverse split, shareowners holding more
than 10 shares of Conexant common stock at the close of business
on June 27, 2008, will receive one new Conexant share for every 10
shares held.  Shareowners holding fewer than 10 shares will
receive cash consideration in lieu of fractional shares.

Shareowners of record holding 10 shares or more at the end of
trading on June 27, 2008 will be sent instructions for exchanging
their existing stock certificates for new stock certificates, and
for receiving cash compensation in lieu of fractional shares.  
Shareowners with shares in book entry at BNY Mellon Shareowner
Services, or who hold their stock with a broker, will have their
shares automatically converted into new shares and receive cash
compensation for fractional shares held.

                          About Conexant

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

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

                           *     *     *

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

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


COUNTRYWIDE FINANCIAL: Sale Settlement Pact Has Interim Court Nod
-----------------------------------------------------------------
A Delaware corporate-law court approved, on an interim basis, an
agreement to settle a lawsuit filed against Countrywide Financial
Corp. by certain of its shareholders, regarding the sale of
Countrywide to Bank of America Corp., The Wall Street Journal
reports.

BofA had closed its purchase of Countrywide for $2.5 billion last
week.  As reported in the Troubled Company Reporter on July 2,
2008, Countrywide shareholders voted 69 percent of their
outstanding shares in favor of the acquisition.  However, some
individual shareholders sued Countrywide in the Delaware court,
complaining about the $2.5 billion purchase price, WSJ relates.

According to the settlement, issues of the purchase deal that were
raised by dissenting shareholders were cured by Countrywide by
disclosing additional information to shareholders, says WSJ.  The
agreement would also drop the lawsuit.

The shareholders contended that the settlement would disallow
potential legal claims being asserted against Countrywide,
including claims worth billions of dollars.  "For the damage
claims, for the unfair price claims, the plaintiffs got absolutely
nothing," WSJ quotes Stuart Grant, Esq., counsel for certain
plaintiffs.

The Delaware corporate-law judge, Vice Chancellor John Noble, will
hold a hearing in October to decide on the agreement's fate, after
hearing the shareholders on the matter, WSJ says.

                   About Countrywide Financial

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

                          *     *     *

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

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


CREDITRON FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Creditron Financial Corporation
        dba Teletron Marketing Group, Inc.
        1545 West 38th Street
        Erie, PA 16508

Bankruptcy Case No.: 08-11289

Chapter 11 Petition Date: July 3, 2008

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Stephen H. Hutzelman, Esq.
                  (shutzelman@shapiralaw.com)
                  Plate Shapira Hutzelman Berlin May, et al.
                  305 West Sixth Street
                  Erie, PA 16507
                  Tel: (814) 452-6800
                  Fax: (814) 456-2227

Debtor's financial condition as of July 3, 2008:

   Total Assets: $3,000,000

   Total Debts:  $4,800,000

A copy of Creditron Financial Corporation's petition is available
for free at:

            http://bankrupt.com/misc/pawb08-11289.pdf


CROWN HOLDINGS: Fitch Affirms 'B+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings affirmed the ratings for Crown Holdings, Inc., and
its subsidiaries Crown Cork & Seal Company, Inc., Crown Americas,
LLC., and Crown European Holdings, SA as:

Crown:
  -- Issuer Default Rating 'B+'.

CCS:
  -- IDR 'B+';
  -- Senior unsecured notes 'B/RR5'.

CA:
  -- IDR 'B+';
  -- Senior secured dollar term facility 'BB+/RR1';
  -- Senior secured dollar revolving facility 'BB+/RR1';
  -- Senior unsecured notes 'B+/RR4'.

CEH:
  -- IDR 'B+';
  -- Senior secured euro term facility 'BB+/RR1';
  -- Senior secured euro revolving facility 'BB+/RR1';
  -- Senior secured euro 1st priority notes 'BB+/RR1'.

Approximately $3.8 billion of debt is covered by the ratings.  The
Rating Outlook is Stable.

The ratings reflect Crown's leading market share across its
product categories, balanced revenue mix, geographic
diversification, improving cash flow, good liquidity, modest near-
term debt maturities, and volume growth in emerging markets.  
Rating concerns include escalating raw materials and freight
costs, intense competition in mature markets, increasing cash
deployment toward shareholders, and to a lesser extent, asbestos
liability.

The Stable Outlook reflects the relatively steady demand in
Crown's key end-markets, consistent operating performance, and
solid cash generation.  The company's internationally balanced
asset portfolio is also a key factor lending stability to the
Outlook.

Crown has been challenged with substantially higher raw materials
costs over the past few years but continues to successfully manage
the cost structure through productivity improvements and effective
contractual price adjustments with its customers.  Despite the
robust cost inflation, Crown has maintained stable profitability
over the past several quarters, while improving free cash flow to
$353 million in 2007.  The company also repaid $224 million of
debt during the year.  Leverage declined to 3.9 times at fiscal
year end 2007 from 4.4x at FYE2006, largely achieved through
earnings growth as debt repayment was partially offset by higher
debt balances due to currency translation effects.  

Leverage moved up to 4.2x at March 31, 2008 but is still down from
4.5x over the same prior year period.  Fitch expects credit
metrics to strengthen modestly over the course of 2008, driven by
earnings growth.  The company must meet tightening financial
covenants which require 3.75x leverage and 3.1x EBITDA interest
coverage by Dec. 31, 2008.

While Crown continues to operate its business well, Fitch remains
somewhat cautious given the pronounced increase in steel,
aluminum, and energy prices in recent months.  Crown's cost
structure is largely comprised of aluminum and steel, which
represent roughly 60% of the company's costs.  Freight
distribution is also a large component of costs.  The company's
contractual arrangements have historically been effective at
limiting Crown's raw materials risk, although a lag in pass-
through pricing can periodically distort profit margins.  

Extreme run-ups in costs could present some challenge to the
conversion business model if customers become unwilling or unable
to fully absorb higher costs for their metal packaging needs.  
However, the company's global sourcing and operations should help
to mitigate some of the cost pressures, particularly those which
are amplified by the declining value of the dollar since a large
proportion of Crown's costs and revenues are in foreign
currencies.

Crown maintains debt reduction as a financial priority, although
the company continues to increase its cash deployment toward
shareholders.  In February 2008, the company announced a three-
year, $500 million share repurchase authorization.  Crown has
accelerated its repurchases in the past and could do so again.
Share repurchases could outpace debt reduction in 2008 as a
result.  Fitch expects free cash flow to exceed $300 million in
2008.  The company is typically a cash user in the first one to
two quarters as it builds inventory for the seasonally strong
summer and fall months.

However, first-quarter 2008 registered a larger than usual use of
cash (operating cash flow was negative $443 million compared to
negative $234 million in first-quarter 2007).  Management
attributed the results to greater working capital usage,
receivables securitization funding shortfall, and currency
translation.  The company still expects free cash flow of between
$330 million to $370 million for the full year, but Fitch believes
the high end of this range could prove challenging.

Other cash obligations in 2008 include pension contributions
expected to be $67 million; asbestos settlement payments of about
$26 million; up to $20 million to settle retiree benefit
litigation and costs associated with minor restructuring; and
dividends to minority interests which have historically been
$30 million to $40 million annually.  Modest debt maturities of
$38 million and $33 million are due in 2008 and 2009.  As of March
31, 2008, Crown had $282 million cash and $398 million available
under its revolver for total liquidity of $680 million.

Crown's recovery analysis has been updated to reflect fiscal 2007
and first-quarter 2008 results.  Fitch made certain adjustments to
the analysis to more accurately reflect the relative position of
securities within Crown's complex capital and corporate structure.  
The concession payments to senior unsecured notes at both Crown
Americas and Crown Cork and Seal were eliminated.  The allocation
of distressed enterprise value was adjusted accordingly, and the
senior unsecured debt at CA continues to show greater estimated
recovery value due to the structural subordination of debt at CCS.

The EBITDA discount used is 32% and the EBITDA valuation multiple
is 5.5x.  The EBITDA discount is somewhat higher than what is
indicated based on the covenant thresholds (about 18%) because
Fitch believes that a deeper discount would be needed to represent
a distressed scenario for Crown.  The updated analysis maintains
recovery estimates in line with Fitch's previous analysis, with
all senior secured debt rated 'RR1', senior unsecured debt at CA
rated 'RR4' and senior unsecured debt at CCS rated 'RR5'.


DANA CORP: Panel Withdraws USW's $2.5MM Success Fee Payment Plea
----------------------------------------------------------------
The Ad Hoc Committee of Certain Equity Holders of Dana Corp. and
its debtor-affiliates withdrew an appeal from the U.S. District
Court for the Southern District of New York regarding an order by
the Hon. Robert Lifland of the U.S. Bankruptcy Court for the
Southern District of New York that allowed a $1,750,000 success
fee to the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers
International Union, for substantial contribution in the Debtors'
Chapter 11 case rendered by USW's financial advisor, Potok & Co.

The Ad Hoc Committee didn't provide any explanation of its
withdrawal.

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.


DANA CORP: Court Denies Appaloosa's Plea for $2.5MM Fee Payment
---------------------------------------------------------------
The Honorable Robert Lifland of the U.S. Bankruptcy Court for the
Southern District of New York denies Appaloosa Management, L.P.'s
request for payment of $2,500,000 in fees and expenses incurred by
its counsel and financial advisor in the Debtors' Chapter 11
cases, after finding that Appaloosa "undertook no role in the
stormy attempts to reach the Debtors' revenue enhancement goals."

"Appaloosa has failed to meet its burden in establishing that it
has made a substantial contribution to the Debtors' Chapter 11
cases," Judge Lifland finds.  The contribution that Appaloosa
claims to have made to the Debtors' bankruptcy cases was
primarily the result of negotiations among the parties to the
Global Settlement and the Official Committee of Unsecured
Creditors.

Judge Lifland adds that "as a prospective bidder, Appaloosa's
actions were hardly extraordinary and were taken essentially for
its own economic self interest with any incidental benefit to the
Debtors' estates from its actions" failing, as a matter of law, to
rise to the level of a substantial contribution within the
meaning of Section 503(b) of the Bankruptcy Code.

Judge Lifland finds that the substantial changes to the economic
terms of Centerbridge Capital Partners, L.P.'s investment in the
Debtors were principally achieved through negotiations between
Centerbridge and the Ad Hoc Committee of Dana Noteholders and not
in response to Appaloosa's proposals.  He notes that Appaloosa's
proposals contained material conditions that never made them
viable, failed to address the fees that would be payable to
Centerbridge, and never carried the support of the United
Steeelworkers, the United Autoworkers, and the International
Machinists Workers.

Judge Lifland states that he agrees with the U.S. Trustee that
Appaloosa is, in essence, "nothing more than a losing bidder who
stands in sharp contrast to Centerbridge, which was intimately
involved in the plan process and completed a final investment
agreement with the Debtors."  He further concurs with the U.S.
Trustee that Appaloosa has not overcome the presumption that it
acted only in its self-interest.  Judge Lifland further opines
that Appaloosa signed the Plan Support Agreement to preserve its
option to participate in the Centerbridge investment should it
be unsuccessful in realizing its alternative investment
proposals.

"Rather than contributing to the Debtors' reorganization,
Appaloosa has cost the parties-in-interest in [the Debtors']
Chapter 11 cases considerable time and expense on nonviable
proposals and what could be considered a dilatory appeal despite
its having signed onto the Plan Support Agreement with its
preclusive appellate provisions," Judge Lifland points out.

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.


DANA CORP: To Lay Off Workers Due to Slump in Auto Sales
--------------------------------------------------------
Dana Corporation will lay off 484 employees at three of its
manufacturing facilities as a result of auto companies' recent
decisions to shut down plants and reduce production of vehicles.

Dana will temporarily lay off 95 workers at its Toledo, Ohio,
plant that puts together axles and driveshafts for Chrysler LLC's
Jeep Liberty and Dodge Nitro models, The Toledo Blade reported.  
Chrysler will shut down production of the Liberty and Nitro
models for two months at its Toledo assembly plant starting
July 4.

The Associated Press related that Dana will cut 103 jobs in its
Owensboro, Kentucky, plant as the company eliminates its second
shift because of lower demand for Toyota Motor Corp.'s Tundra and
Sequoia models.  The Owensboro plant makes frames for the Tundra
and Sequoia models.  The report added that 286 workers at Dana's
Elizabethtown, Kentucky, plant will be laid off indefinitely as a
result of slow sales of Ford Motor Corp.'s F150 and Expedition
SUV models.  The Elizabethtown manufactures frames for the Ford
models.

Previously, Dana said it will reduce its workforce in its
Longview, Texas, manufacturing plant by 10% after General Motors
Corp.'s decision to shut down its truck assembly plant starting
July 14.  The Longview Plant manufactures truck frames for GM.

According to All Headline News, the worldwide automotive market
decline 18.3%.  GM reported a sales slump for June 2008, while
Toyota reported a 21% decline.  Nissan Motor Company reported a
drop in sales by nearly 18%, while sales at Ford, also dropped to
28%.  Chrysler plunged to 36%.  Audodata Corp. attributed the
decrease in sales to soaring fuel prices, which hit record highs
from March to June 2008, AHN said.

According to AHN, citing analysts, automakers are shifting their
focus to producing hybrid cars or fuel-efficient models.  In the
U.S., AHN said Asian automakers Honda Motor Corp. and Hyundai
Motor Company experienced increased in sales in June, outdoing
American car firms GM, Ford and Chrysler.

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.


DURA AUTOMOTIVE: PBGC Director Hails Continuation of Pension Plans
------------------------------------------------------------------
Charles E.F. Millard, director of the Pension Benefit Guaranty
Corporation, issued a statement:
        
"As Dura Automotive Systems Inc. emerges from Chapter 11
protection, the PBGC applauds the continuation of the company’s
defined benefit pension plans.  Throughout the restructuring
process, Dura indicated that it would keep its plans ongoing, and
it’s making good on that promise.  Dura should be commended for
keeping the pension commitments made to its workers and retirees."

As disclosed in the Troubled Company Reporter on June 30, 2008,
Dura successfully emerged from Chapter 11 bankruptcy protection.  
The company officially concluded its Chapter 11 reorganization
process after meeting all statutory requirements of its Revised
Joint Plan of Reorganization, including successfully closing their
exit financing facilities and filing associated documentation.   
        
As insurer of America's private defined benefit pensions, the PBGC
takes an active role in corporate bankruptcy proceedings on behalf
of workers whose pension plans are not fully funded.  Since 2005,
the PBGC has worked with 13 auto parts companies that have emerged
successfully from Chapter 11 protection without terminating their
pension plans.  These include Federal Mogul Corp., Tower
Automotive and Dana Corp.
        
Dura sponsors four defined benefit pension plans that cover more
than 4,600 participants.  The plan of reorganization confirmed by
the bankruptcy court provides that Dura Automotive will continue
to sponsor and maintain those plans.  During the bankruptcy case,
Dura Automotive continued to make pension funding contributions as
required by ERISA, the federal pension law that created the PBGC.  
The agency actively participated in the bankruptcy proceeding,
serving as a member of the official committee representing
unsecured creditors.
        
The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 30,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

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

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

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

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

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

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


EDUCATION RESOURCES: Can Terminate Loan Deals with RBS Citizens
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized The Education Resources Institute Inc. to reject and
terminate its existing loan origination agreements and guaranty
agreements with RBS Citizens, N.A.  The Court also approved the
settlement between the Debtor and Citizens by which Citizens will
release certain alleged postpetition administrative claims in
exchange for the Debtor's release of its postpetition guaranty
fees, which  would otherwise secure Citizen's claim.

The Court also approved the Transition Agreement for the orderly
termination and wind down of loan programs.  Citizens will
continue to fund Pipeline Loans in accordance with the terms of
the Transition Agreement.

Subject to a Committee Review Procedure, the Debtor will release
to Citizens all guaranty fees for any Pipeline Loan, which
guaranty fees are estimated to be approximately $5,287,131.  The
Released Fees will not be deemed property of the estate.

Before the Court approved the Debtor's request, Sovereign Bank
complained that any distribution of any amounts held in the
Restricted Accounts prior to an accounting and reconciliation
of the entire amount held in Restricted Accounts will cause
irreparable damage.  Accordingly, the Bank asked the Court to
require the Debtor to perform an accounting and reconciliation of
all amounts held in a Restricted Account prior to making any
distributions from any Restricted Account.

As reported by the Troubled Company Reporter on June 20, 2008, The
Education Resources Institute sought authority from the Court to
reject and terminate its existing loan origination agreements and
guaranty agreements with RBS Citizens N.A., successor-in-interest
to Charter One Bank N.A., Albank, and Citizens Bank of Rhode
Island, Citizens.

The Debtor also asked the Court to approve:

   (a) a settlement between the Debtor and Citizens by which
       Citizen will release certain bankruptcy administrative
       claims in exchange for the Debtor's release of its
       bankruptcy guaranty fees which would otherwise secure
       Citizen's claim; and

   (b) approve a Transition Agreement for the orderly termination
       and wind down of loan programs to minimize adverse
       consequences to qualified applications whose loans are in
       the "pipeline."

According to Gina Lynn Martin, Esq., at Goodwin Procter LLP, in
Boston, Massachusetts, the Contracts are integral components of
certain student loan programs funded by Citizens, and include,
among other agreements:

   -- Loan Origination Agreements by which the Debtor underwrites
      and originates student loans;

   -- Guarantees by which the Debtor guarantees all of Citizens'
      subject student loans to enhance the creditworthiness of
      the loans and to make them more salable and liquid in the
      securities market;

   -- Note Purchase Agreements with The First Marblehead
      Corporation by which FMC purchases, securitizes and sells
      the student loans to special purpose entities; and

   -- various security, servicing and marketing agreements.

A list of the Citizens Agreements is available for free at:

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

Each program guaranty serves as the foundation for the program
LOA and for the Program Note Purchase Agreements.  Under the
program LOAs, the Debtor acts as the agent of Citizens for the
purpose of evaluating loan applications and disbursing student
loans in accordance with the program guidelines and procedures.  
As an integral part of the Loan Programs, the Debtor guarantees
payment of each Program Loan pursuant to the terms and conditions
of the Guarantees between the Debtor and Citizens.

In return for the Debtor's Guarantees of payment of the student
loans, the Debtor receives guaranty fees.  Prior to bankruptcy
filing, on funding of a Program Loan, an initial portion of the
guaranty fees, generally 1.5% of principal, were paid to the
Debtor and became part of the Debtor's general funds, and the
balance of the accrued guaranty fees was deposited into a
segregated account pledged to Citizens to secure the Debtor's
obligations under the Guarantees.

When the Program Loans were securitized and sold, the guaranty
fees held in the Pledged Account would be transferred to Pledged
Accounts held by the special purpose entities.  Ms. Martin tells
the Court that when the credit markets were disrupted in 2007,
FMC stopped securitizing Program Loans; a portion of the Debtor's
revenues dependent on securitization ceased following; the
Debtor's credit rating was downgraded in March 2008; and
ultimately, the Debtor commenced the Chapter 11 case.

Before bankruptcy filing, the Debtor subcontracted the  
origination function to First Marblehead Education Resources Inc.,
but the fees paid to the Debtor under the Citizens Contracts do
not cover FMER's charges to the Debtor of performing the
origination services.  Consequently, the Debtor loses money on
Citizens' loan originations.  Furthermore, since FMC has not been
purchasing and securitizing the Program Loans, a portion of the
Debtor's guaranty fees, which are payable only on securitization
have not been payable to the Debtor.  As a result, the Debtor
advised Citizens that it desired to reject and terminate the
Contracts.

Citizens contends that the Terminated Contracts were automatically
terminated by the Debtor's Chapter 11 filing.  While the Debtor is
not prepared to concede that issue, the Debtor has determined that
it is in its best interest to terminate the RBS Contracts, without
prejudice to the position of Citizens, the Debtor, or any party-
in-interest on the issue of automatic termination, tells the
Court.

The Debtor and Citizens agree that:

   (a) the Debtor's guaranty fees in respect of Pipeline Loans
       have to date been placed in the Pledged Account and will
       be disbursed to Citizens upon approval of the rejection
       motion;

   (b) Citizens will continue to fund Pipeline Loans based on
       qualified applications submitted prior to August 2, 2008,
       or an earlier date as the parties may agree with respect
       to certain loan programs;

   (c) Citizen's alleged postpetition administrative claim for
       Citizens loans originated and guaranteed by the Debtor
       from and after the Petition Date;

   (d) the Debtor will waive and release any and all claims it
       has for postpetition guaranty fees on Pipeline loans and
       Citizens will waive and release any postpetition
       administrative claim on the Guaranty of the Pipeline
       Loans; and

   (e) the released Pipeline Loan guaranty fees will be deemed
       not to be "property of the estate," and no Guaranty will
       apply to the Pipeline Loans and Citizens will have no
       recourse to the Debtor in respect of any Pipeline Loan
       except as provided in the Transition Agreement, which will
       be submitted to the Court after approval of the rejection
       motion.

Citizens also releases and waives (i) all claims for damages
arising from termination and rejection of all Loan Origination
Agreements, but will retain all claims prior to bankruptcy filing
under the Guarantees, and any security agreements and other
Program documents; (ii) all bankruptcy administrative claims on
account of the Debtor's Guaranty of any Pipeline Loan by Citizens;
and (iii) all claims arising from accrued interest charges
credited to Program Loan borrower's account balances under the
Program Loans due to delays in Program Loan disbursements
resulting from certain Program Loan disbursements checks drawn by
the Debtor not having been honored by the Debtor's drawee bank
during the month of April 2008, which waiver will be limited to
the maximum amount of $35,000, with any excess more than $35,000
to be reimbursed by the Debtor to Citizens.

Citizens will continue to deliver to the Debtor information
concerning Program Loans identified as Servicer Data Requirements
in the Guarantees.  The confidentiality provisions of the Program
Agreements will apply to the information.

The Motion does not waive any other claim that the Debtor or
Citizens may have against or with respect to the other, including
any claims for performance of guaranty obligations and
obligations concerning indemnities, warranties, intellectual
property, confidentiality and any claims, provided that any claim
asserted by Citizens will be deemed to be (i) a secured claim to
the extent that claim is secured by the Pledged Accounts pursuant
to the Program Agreements, and (ii) otherwise, a general unsecured
claim.

                      PNC Bank Objects
  
PNC Bank, N.A., objects to the distribution of any amounts held
in a Restricted Account prior to an accounting and reconciliation
of all amounts held in the Restricted Accounts.  PNC Bank notes
that disbursement of funds held in any Restricted Account prior
to an accounting and reconciliation could result in a
misdistribution of funds that would irrevocably harm and
deteriorate PNC's interest.  Accordingly, PNC asks the Court to
require the Debtor to perform an accounting and reconciliation of
all money held in Restricted Accounts prior to any distributions
from the Restricted Accounts.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, 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., 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, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its 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)       


EOS AIRLINES: U.K. Court Declares Case Foreign Main Proceeding
--------------------------------------------------------------
The High Court of Justice, Chancery Division, Companies Court in
the United Kingdom ordered, under Europe's Cross Border Insolvency
Regulations 2006, that the Chapter 11 proceedings of EOS Airlines
Inc. be recognized as a foreign main proceeding.

The High Court also declared that the administration order given
by the U.S. Bankruptcy Court for the Southern District of New York
be restricted to the Debtor's assets located in the U.K.

Based in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline. The    
company filed for Chapter 11 protection April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at Squire
Sanders & Dempsey, LLP, represents the Debtor in its
restructuring efforts.  The Debtor selected Kurztman Carson
Consultants LLC as claims agent.  The U.S. Trustee for Region 2
appointed creditors to serve on an Official Committee of
Unsecured Creditors.  Joseph M. Vann, Esq., and Robert A.
Boghosian, Esq., at Cohen Tauber Spievack & Wagner P.C. in New
York, represent the Committee in this case.

Menzies Corporate Restructuring has been appointed as joint
administrators in the U.K.

When the Debtor filed for protection against it creditors, it
listed total assets of US$70,233,455 and total debts of
US$34,858,485.


FAIRFAX FINANCIAL: Moody's Hikes Debt Rating to Ba2; Outlook Pos.
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
rating of Fairfax Financial Holdings Limited to Ba2 from Ba3.  In
a related action, the rating agency also upgraded the preferred
stock ratings of TIG Capital Trust I to B1 from B2.  Moody's
changed the rating outlook on both entities to positive from
stable.

The rating upgrades reflect improvements in several key credit
fundamentals at Fairfax Financial .  First, financial flexibility
has improved significantly over the past two quarters, mainly the
result of significant realized gains on credit default swaps that
are referenced to large financial institutions.

Second, the underwriting performance at Fairfax Financial's
operating companies has steadily improved over the past several
years, leading to more reliable operating profitability.  Third,
the cash flow and earnings drain from Fairfax Financial's run-off
businesses has eased, the result of a strategy of rapid claims
resolution that has led to a significant drop in aggregate claims
outstanding.  Fourth, the company has remediated the material
weaknesses in financial reporting identified in 2006.

Finally, although the company remains subject to review by the
U.S. Securities and Exchange Commission related to certain
finite/non-traditional reinsurance transactions, Moody's is
growing more comfortable that any adverse regulatory developments
will be manageable.  The upgrade to the TIG Capital Trust I rating
reflects the benefit of implicit support from a strengthened
Fairfax Financial.

The positive outlook reflects Moody's view that Fairfax Financial
will continue to improve its financial flexibility, as measured by
financial leverage and earnings coverage.  The positive outlook
also reflects the rating agency's opinion that intrinsic financial
strength at Fairfax Financial's operating and run-off subsidiaries
will strengthen in aggregate, as indicated by improving
underwriting profitability and reduced adverse development of
prior-year reserves.

The company could be further upgraded if: (1) the financial
strength ratings of the company's lead operating P&C and/or
reinsurance companies are upgraded, or (2) adjusted financial
leverage stayed below 25% for a sustained period and adjusted
earnings coverage remained above 3.0x; with (3) adverse claims
development at Fairfax's subsidiaries remaining below 1% of gross
reserves.

Conversely, the ratings could be downgraded if: (1) the financial
strength ratings of the company's lead operating P&C and
reinsurance companies are downgraded; (2) adjusted financial
leverage rose above 40% and earnings coverage dropped below 1x; or
(3) the company suffers substantial adverse reserve development in
its run-off operations such that pre-tax losses exceed
$100 million annually.

These ratings were upgraded with a corresponding change in outlook
to positive from stable:

  -- Fairfax Financial Holdings Limited -- senior unsecured debt
     rating to Ba2 from Ba3, positive outlook;

  -- TIG Capital Trust I -- preferred stock to B1 from B2,
     positive outlook.

Moody's last rating action on Fairfax Financial was on Dec. 5,
2006, when the rating agency changed the rating outlook for
Fairfax Financial to stable from negative and affirmed its
ratings.

Fairfax Financial is a financial services holding company which
engages in property & casualty insurance, reinsurance, and
investment management through its operating subsidiaries.  At
March 31, 2008, Fairfax Financial reported net premiums written of
$1.1 billion, net income of $632 million, and quarter-end
shareholders' equity of $4.8 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


FORD MOTOR: Eyes Dongfeng Motor as Partner for Volvo
----------------------------------------------------
Ford Motor Company has held exploratory talks with China-based
Dongfeng Motor Group, as a potential partner for Volvo, a Swedish
Premier Automotive Group brand Ford bought in 1999, various
reports say.

As disclosed in the Troubled Company Reporter on July 17, 2007,
Ford was considering the sale of its Volvo unit for $8 billion in
an effort to boost U.S. operations.  However, in November 2007,
the automaker conducted a strategic review of Volvo and developed
a plan.  The first priority of the plan is to improve financial
performance at Volvo.

Reuters reports that a senior Dongfeng executive said the matter
had not been discussed by his company's senior management.  But
there could be possibilities that informal initial talks may have
taken place with Dongfeng's subsidiaries, he said.

Meanwhile, CCTV.com News notes that Ford also talked to French car
maker Renault SA about the sale of Volvo, but the talks ended
quickly due to price differences.  

According to Reuter's sources, although Ford said it has no plans
to sell Volvo, the automaker has been having informal talks with
interested parties.

Analysts, Reuters relates, have said that Ford, which is in the  
middle of a restructuring, could need additional cash in order to
sustain operations.

According to a separate TCR report, Ford disclosed plans to
further reduce its capacity and workforce, and ramp up new product
introductions as it accelerates its North America "Way Forward"
turnaround plan.  The automaker will cut its North American
salaried-related work force by about a third and offer buyout
packages to all Ford and Automotive Components Holdings hourly
employees in the United States.  Reuters recounts that Ford has
also mortgaged its assets in 2006 to secure about $23 billion in
financing to help fund its turnaround plan.

According to Reuters, the automaker has already sold Aston Martin,
Jaguar and Land Rover, disbanding the Premier Automotive Group,
whose only remaining brand is Volvo.

                    About Dongfeng Motor Group

Dongfeng Motor Group Company Limited is engaged in the manufacture
and sale of commercial vehicles, passenger vehicles, engines and
auto parts, and also the manufacture of vehicle manufacturing
equipment.  The Dongfeng Motor Group has also engaged in vehicle
and vehicle manufacturing equipment import/export business,
finance business, insurance agency business and used car business.  
The principal products of the Company include commercial vehicles
(comprising heavy duty trucks, medium trucks and light trucks,
buses and auto engines, and auto parts and vehicle manufacturing
equipment), and passenger vehicles (comprising basic passenger
cars, multi-purpose vehicle (MPVs) and sport utility vehicle
(SUVs) and auto engines, other auto parts and vehicle
manufacturing equipment).

                        About Ford Motor

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

The company has operations in Japan in the Asia Pacific region,
through Ford Japan Limited.

                          *     *     *

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

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

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but
changed the rating outlook to Stable from Negative and raised
the company's Speculative Grade Liquidity rating to SGL-1 from
SGL-3.

Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from
Negative.  These rating actions follow Ford's announcement of
the details of the newly ratified four-year labor agreement with
the United Auto Workers.


FREMONT GENERAL: U.S. Trustee Forms Five-Member Creditors Panel
---------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
creditors to serve on an Official Committee of Unsecured Creditors
of the Chapter 11 case of Fremont General Corporation.

The creditors committee members are:

   1) Wells Fargo Bank, N.A.
      as successor trustee to The Bank of New York
      Trust Company, N.A.
      c/o James R. Lewis, V.P., or
          Thomas M. Korsman, V.P.
      45, Broadway, 14th Floor
      New York, NY 10006
      Tel: (212) 515-5258, or
           (212) 466-5890

   2) HSBC Bank USA, National Association
      c/o Robert Conrad, V.P.
      10 East 40th Street, 14th Floor
      New York, NY 10018
      Tel: (212) 525-1314
      Fax: (212) 525-1366

   3) Tennebaum Multi-Strategy Master Fund
      c/o David Hollander, Managing Director
      2951 28th Street, Suite 1000
      Santa Monica, CA 90405
      Tel: (310) 566-1011
      Fax: (310) 899-4967

   4) Rita Angel
      c/o Joshua T. Angel
      2 Park Avenue
      New York, NY 10016
      Tel: (212) 592-5912

   5) Dennis & Loretta Dank Family Trust
      Dennis Danko, Trustee
      10941 E. Buckskin Trail
      Scottsdale, AZ 85255
      Tel: (480) 773-1700

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About Fremont General

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

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

Fremont General Corp. filed for Chapter 11 protection on June 18,
2008, (Bankr. C.D. Calif. Case No.: 08-13421).  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, represent
the Debtor in its restructuring efforts.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  When the
Debtor filed for protection from its creditors, its listed total
assets of $643,197,000 and total debts of $320,630,000.


GENCORP INC: May 31 Balance Sheet Upside-Down by $33.4 Million
--------------------------------------------------------------
GenCorp Inc. reported on Monday results for the second quarter
ended May 31, 2008.

At May 31, 2008, the company's consolidated balance sheet showed
$994.0 million in total assets, $1.0 billion in total liabilities,
and $9.5 million in redeemable common stock, resulting in a total
shareholders' deficit of $33.4 million.

Net income for the second quarter of 2008 was $6.9 million,
including a $12.7 million charge as a result of the second amended
and restated shareholder agreement with Steel Partners II L.P.
with respect to the election of Directors at the 2008 Annual
Meeting and other related matters.  In addition, during the second
quarter of 2008, the company recorded a gain of $6.8 million on
the sale of the 400 acres of land.  Net income for the second
quarter of 2007 was $12.5 million.  

Net income for the first half of 2008 was $9.9 million.  Net
income for the first half of 2007 was $41.0 million, including a
$31.2 million gain in discontinued operations from a negotiated
early retirement of a seller note and an earn-out payment
associated with the divestiture of the Fine Chemicals business in
November 2005.

Sales for the second quarter of 2008 totaled $194.7 million
compared to $192.3 million for the second quarter of 2007.  During
the second quarter of 2008, sales included proceeds from the sale
of 400 acres of the Rio Del Oro property to Elliott Homes Inc. for
$10.0 million in cash.  Sales for the first half of 2008 were
$371.3 million compared to $343.1 million for the first half of
2007.

"During the quarter, Aerojet continued to deliver solid sales and
income performance," said Scott Neish, GenCorp's interim president
and chief executive officer.  "We remain focused on replacing the
sales from our recently completed and highly successful Titan
engine program.

"We continue to move forward on our efforts to entitle
approximately 6,000 acres of Sacramento land enhancing the long-
term value of our excess real estate assets.  Public planning
meetings are now underway on the Glenborough and Easton Place
projects," concluded Mr. Neish.

                      Shareholder Agreement

On March 5, 2008, the company entered into a shareholder agreement
with Steel Partners II L.P. with respect to the election of
Directors for the 2008 Annual Meeting and certain other related
matters.  As a result of the shareholder agreement, the company
incurred a charge of $12.7 million in the second quarter of 2008,
which includes costs associated with the company's former
president and chief executive officer Terry L. Hall's severance
agreement, increases in pension benefits primarily for the
company's officers, and accelerated vesting of outstanding stock-
based payment awards.  

In addition, during the second quarter of 2008 the company was
required to fund into a grantor trust, from cash on hand,
$35.2 million for liabilities associated with the Benefit
Restoration Plan that includes current and former employees, and
for amounts that would be payable to certain officers of the
company who are party to executive severance agreements as a
result of qualifying terminations of employment after a change in
control of the company.

                            Total Debt

Total debt decreased to $440.9 million at May 31, 2008, from
$446.3 million at Nov. 30, 2007,due primarily to the approximate
$5.0 million repayment of the company's term loan that was
required from the 400 acre land sale noted previously.  Cash
balances at May 31, 2008, decreased to $58.8 million compared to
$92.3 million at November 30, 2007.  

Total debt less cash increased to $382.1 million at May 31, 2008,
from $354.0 million as of Nov. 30, 2007.  The $28.1 million
increase in total debt less cash is primarily the result of cash
usage due to the $35.2 million funding of the grantor trust and
other impacts of the Shareholder Agreement, capital investment
needs in the Aerospace and Defense segment, debt and interest
payments, partially offset by the sale of real estate assets.

As of May 31, 2008, the company had $74.0 million in outstanding
letters of credit issued under the $125.0 million letter of credit
subfacility, and the company's $80.0 million revolving credit
facility was unused.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2008, are available for
free at http://researcharchives.com/t/s?2f1e

                          About GenCorp

Headquartered in Rancho Cordova, Calif., GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a leading technology-based  
manufacturer of aerospace and defense products and systems with a
real estate segment that includes activities related to the
entitlement, sale and leasing of the company's excess real estate
assets.

                           *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on GenCorp Inc.  At the same
time, the outlook was revised to negative from stable.


GRAFTECH INT'L: Purchases 8.9% Minority Interest in Seadrift Coke
-----------------------------------------------------------------
GrafTech International Ltd. acquired an 18.9% minority interest in
Seadrift Coke L.P. from Falcon Mezzanine Partners L.P. for
$135 million.

The company said that Seadrift is the world's second largest
needle coke producer which  is the primary raw material used to
manufacture graphite electrodes and represents approximately 40%
of GrafTech's total cost to produce a graphite electrode.

GrafTech will utilize approximately $35 million of cash on hand to
fund the purchase price with the remainder to be financed
utilizing our revolving credit facility.  GrafTech expects to
repay the amount drawn on the revolver with operating cash flow
within the next 12 months.

"The transaction is expected to be accretive to earnings in 2008
and underscores our belief in the strong graphite electrode
industry supply chain fundamentals,"  Craig Shular, GrafTech Chief
executive officer, said.  "Based on market conditions, we expect
the supply of needle coke to remain tight for the foreseeable
future and our strategic investment in Seadrift will allow us to
share in anticipated favorable economic returns."

The investment in Seadrift includes minority rights consisting of
one out of five board seats and a put provision, whereby GrafTech
can exercise its right to sell its stake in Seadrift for fair
market value, exercisable beginning in May 2011.  

Additional minority rights associated with the investment are
available for free at http://ResearchArchives.com/t/s?2f1d

GrafTech does not expect its minority interest in Seadrift to
affect its issued guidance for 2008, as its proportionate share of
Seadrift's earnings will be reported as Other Income, which is
excluded from the company's operational results and guidance.

                      About Seadrift Coke L.P.

Headquartered in Port Lavaca, Texas, Seadrift Coke L.P. --
http://www.seadriftcoke.com/-- is a producer of petroleum needle  
coke.  The Seadrift coker was built in 1983 and is a petroleum
needle coker.  The coker's capacity approaches 180,000 metric tons
per year.  The Seadrift plant is self-sufficient, requiring only
supplies of feedstock and fresh water to run continuously.  In
addition to calcined needle coke, the operation produces fuel gas,
naphtha, gas oil and electricity as by-products.

                   About Graftech International

Based Parma, Ohio, in GrafTech International Ltd. (NYSE: GTI) --  
http://www.graftech.com-- manufactures graphite electrodes,   
products essential to the production of electric arc furnace
steel, and various other ferrous and non-ferrous metals.  The
company manufactures natural graphite products enabling thermal
management solutions for the electronics industry, and fuel cell
solutions for the transportation and power generation industries.   
GTI also manufactures and provides graphite and carbon products,
as well as related technical services, including graphite and
carbon materials for the semiconductor, transportation,
petrochemical and other metals markets.  GTI has four major
product categories: graphite electrodes, advanced graphite
materials, and carbon refractories and natural graphite.
  
                           *     *     *

As reported in the Troubled Company Reporter on July 3, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on GrafTech International Ltd. (BB- /Positive/--)
would not be affected by the company's statement that it has
acquired a 19% minority interest in Seadrift Coke L.P.
from Falcon Mezzanine Partners L.P.   


GREENWICH CAPITAL: Moody's Cuts Ratings of 2 Classes of Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed the ratings of nine classes of Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-FL-2 as:

  -- Class B, $17,915,721, Floating, affirmed at Aaa
  -- Class C, $26,363,000, Floating, affirmed at Aaa
  -- Class D, $22,736,000, Floating, affirmed at Aaa
  -- Class E, $12,356,000, Floating, affirmed at Aaa
  -- Class F, $22,804,000, Floating, affirmed at Aaa
  -- Class G, $19,519,000, Floating, affirmed at Aa2
  -- Class H, $14,506,000, Floating, affirmed at A2
  -- Class J, $23,090,000, Floating, affirmed at Baa2
  -- Class K, $10,337,000, Floating, affirmed at Baa3
  -- Class L, $15,673,279, Floating, downgraded to Ba2 from Ba1
  -- Class N-SO, $8,000,000, Floating, downgraded to Ba3 from Ba2

Moody's is downgrading Class L and Class N-SO due to performance
issues with the two remaining loans, the Southfield Town Center
Loan and the Aviation Mall Loan.

The certificates are collateralized by two senior mortgage loan
participation interests which comprise 85.4% and 14.6% of the
trust based on current principal balances.  As of the June 6, 2008
distribution date, the transaction's aggregate certificate balance
has decreased by approximately 79.0% to $193.3 million from
$921.7 million at securitization as a result of the payoff of 18
loans initially in the pool.

Class L is a pooled class and Class N-SO is a rake class supported
solely by the Southfield Town Center Loan.

The Southfield Town Center Loan ($165.0 million -- 85.4% of the
trust balance) is secured by a four building, 2.1 million square
foot Class A office complex situated on 35 acres in Southfield,
Michigan.  As of December, 2007 the complex was 79.8% leased,
compared to 72.9% at securitization.  Torto-Wheaton Research
reports market occupancy of approximately 78% for Class A office
space in the Southfield submarket as of the First Quarter of 2008.

Although occupancy has increased, there has been downward pressure
on rents.  In-place rents have decreased by approximately 9.4% to
$26.46 from $29.20 per square foot at securitization.  The current
asking rent is $22.30 per square foot, plus $1.25 per square foot
for tenant electric.  

The property has a diverse tenant base with over 200 tenants.  The
largest tenant is Fifth Third Bank (parent Fifth Third Bancorp -
Moody's senior unsecured shelf rating (P)Aa3; on review for
possible downgrade), which occupies 4.9% of the net rentable area
through August, 2011.

The second largest tenant is Aon Corporation (Moody's senior
unsecured rating Baa2; positive outlook), which occupies 3.5% of
the net rentable area through March, 2011.  The loan is sponsored
by BREA III, L.L.C., a fund controlled by the Blackstone Group.  
The floating rate loan is currently in the third of three
extension option periods with a final extended expiration date of
July 1, 2009.  The loan has a $70.0 million non-trust junior
component and $25.0 million in mezzanine debt.

Moody's current net cash flow and loan to value ratio are
$20.9 million and 74.8%, respectively, compared to $24.8 million
and 63.1% at securitization.  Moody's current underlying rating is
Ba2, compared to Baa2 at securitization.

The Aviation Mall Loan ($28.3 million - 14.6%) is secured by a
514,883 square foot regional mall located in Queensbury (Glens
Falls MSA), New York.  The mall is anchored by Sears, J.C. Penney,
Bon Ton and Regal Cinema.  The addition of Dick's Sporting Goods
in August, 2004 and the March, 2005 opening of a 126,000 square
foot Target, which is not part of the collateral, were expected to
boost the mall's performance.

However, as of May 31, 2008 in-line occupancy was 68.4%, compared
to 69.8% at securitization.  The loan has a non-trust junior
component with an original balance of $10.7 million.  
Amortization, based on a 30-year schedule, is allocated to the B-
Note unless debt service coverage falls below a threshold, at
which point amortization becomes pro-rata.  There is a tenant
rollover reserve with a current balance of approximately
$2.6 million.

The floating rate loan is currently in the last of two 12-month
extension periods with a final extended expiration date of July 1,
2009.  The loan sponsor is the Pyramid Companies.  Moody's current
net cash flow and LTV are $3.7 million and 71.4%, respectively,
compared to $4.4 million and 61.2% at securitization.  Moody's
current underlying rating is Ba1, compared to Baa2 at
securitization.


GREENWICH CAPITAL: S&P Junks Rating on Class Q Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes from Greenwich Capital Commercial Mortgage Trust 2007-RR2
and removed them from CreditWatch with negative implications,
where they were placed on May 28, 2008.  Concurrently, S&P
affirmed its ratings on four additional classes.
     
The rating actions follow S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities as detailed in "Recovery
Rates For CMBS Collateral In Resecuritization
Transactions," published May 28, 2008.
     
According to the June 20, 2008, trustee report, the transaction's
current assets included 63 classes ($528.7 million, 100%) of pass-
through certificates from 29 CMBS distinct transactions issued
between 2005 and 2007.  None of the CMBS transactions represented
an asset concentration of 10% or more of total assets.  The
aggregate principal balance of the assets and liabilities totaled
$528.7 million, which has not changed since issuance.  The
transaction has not realized any principal losses to date, and
none of the current assets are first-loss CMBS assets.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BBB'
rated obligations.  Standard & Poor's rates $383.9 million (73%)
of the assets.  S&P reanalyzed its outstanding credit estimates
for the remaining assets.

Standard & Poor's analysis of the transaction supports the lowered
and affirmed ratings.


       Ratings Lowered and Removed from Creditwatch Negative

        Greenwich Capital Commercial Mortgage Trust 2007-RR2
                   CMBS pass-through certificates

                                  Rating
                                  ------
                     Class    To           From
                     -----    --           ----
                     A-3      AA           AAA/Watch Neg
                     B        AA-          AA+/Watch Neg
                     C        A+           AA/Watch Neg
                     D        A+           AA-/Watch Neg
                     E        A-           A+/Watch Neg
                     F        BBB+         A/Watch Neg
                     G        BBB-         A-/Watch Neg
                     H        BB+          BBB+/Watch Neg
                     J        BB+          BBB/Watch Neg
                     K        BB           BBB-/Watch Neg
                     L        BB           BB+/Watch Neg
                     M        BB-          BB/Watch Neg
                     N        B+           BB-/Watch Neg
                     O        B            B+/Watch Neg
                     P        B-           B/Watch Neg
                     Q        CCC+         B-/Watch Neg

                           Ratings Affirmed

        Greenwich Capital Commercial Mortgage Trust 2007-RR2
                    CMBS pass-through certificates

                           Class    Rating
                           -----    ------
                           A-1FL    AAA
                           A-1FX    AAA
                           A-2      AAA
                           X        AAA


GREENWICH CAPITAL: S&P Cuts Ratings on 16 Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes from Greenwich Capital Commercial Mortgage Trust 2006-RR1
and removed them from CreditWatch with negative implications,
where they were placed on May 28, 2008.  Concurrently, S&P
affirmed its rating on one additional class.
     
The rating actions follow S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities, as detailed in
"Recovery Rates For CMBS Collateral In Resecuritization
Transactions," published May 28, 2008.
     
According to the June 20, 2008, trustee report, the transaction's
current assets included 74 classes ($661 million, 100%) of pass-
through certificates from 34 distinct CMBS transactions issued
between 1998 and 2006.  None of the CMBS transactions represented
an asset concentration of 10% or more of total assets.  The
aggregate principal balance of the assets and liabilities totaled
$661 million, which has not changed since issuance.  The
transaction has realized no principal losses to date, and none of
the current assets are first-loss CMBS assets.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BBB'
rated obligations.  Standard & Poor's rates $502.2 million (76%)
of the assets.  S&P reanalyzed its outstanding credit estimates
for the remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
and affirmed ratings.


       Ratings Lowered and Removed from Creditwatch Negative

        Greenwich Capital Commercial Mortgage Trust 2006-RR1
                   CMBS pass-through certificates

                                  Rating
                                  ------
                     Class    To           From
                     -----    --           ----
                     A2       AA           AAA/Watch Neg
                     B        AA           AA+/Watch Neg
                     C        A+           AA/Watch Neg
                     D        A+           AA-/Watch Neg
                     E        A-           A+/Watch Neg
                     F        BBB+         A/Watch Neg
                     G        BBB          A-/Watch Neg
                     H        BBB-         BBB+/Watch Neg
                     J        BB+          BBB/Watch Neg
                     K        BB+          BBB-/Watch Neg
                     L        BB           BB+/Watch Neg
                     M        BB-          BB/Watch Neg
                     N        B+           BB-/Watch Neg
                     O        B            B+/Watch Neg
                     P        B-           B/Watch Neg
                     Q        CCC+         B-/Watch Neg

                          Rating Affirmed

        Greenwich Capital Commercial Mortgage Trust 2006-RR1
                   CMBS pass-through certificates

                           Class    Rating
                           -----    ------
                           A1       AAA


GREGORZ LENDA: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Gregorz Lenda
         Dorota Anna Lenda
         854 S. Marine Hills Way
         Federal Way, WA 98003

Bankruptcy Case No.: 08-14152

Chapter 11 Petition Date: July 2, 2007

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtors' Counsel: Darrel B. Carter, Esq.
                  CBG Law Group PLLC
                  11100 NE 8th Street, Suite 380
                  Bellevue, WA 98004
                  Tel: (425) 283-0432
                  Darrel@cbglaw.com

Total Assets: $2,165,000

Total Debts:  $1,893,950

Debtor's list of its 12 largest unsecured creditors:

   Entity                                          Claim Amount
   ------                                          ------------
US Treasury                                             $30,000
P.O. Box 21126
Philadelphia, PA 19114

Ms. Stevens                                             $28,200
(no address)

BECU                                                    $52,868
P.O. Box 97050                                 Value:   $25,000
Seattle, WA 98124                      Net Unsecured:   $27,868

Nissan Motor Corp.                                      $24,472
                                               Value:   $10,000
                                       Net Unsecured:   $14,472

Wells Fargo                                             $23,920
                                               Value:   $10,000
                                       Net Unsecured:   $13,920

Airlift Northwest                                       $10,714

Wamu/PRVDN                                               $6,687

Capital One                                              $1,829

Bank of America                                          $1,593

Nextel                                                     $655

GEMBPPPLUS                                                 $554

Credits Inc                                                $121


GS MORTGAGE: S&P Lowers Ratings on 13 Classes of Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes from GS Mortgage Securities Corp. II's series 2006-RR3 and
removed them from CreditWatch with negative implications, where
they were placed on May 28, 2008.  Concurrently, S&P affirmed its
ratings on three additional classes.
     
The rating actions follow S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities.
     
According to the June 19, 2008, trustee report, the transaction's
current assets included 58 classes ($727.8 million, 100%) of pass-
through certificates from 34 distinct CMBS transactions issued
between 2004 and 2006.  Only Greenwich Capital Commercial Funding
Corp.'s series 2006-GG8 ($98 million, 13%) and Wachovia Bank
Commercial Mortgage Trust's series 2006-C28 ($85 million, 12%)
represent an asset concentration of 10% or more of total assets.  
The aggregate principal balance of the assets and liabilities
totaled $727.8 million, which has not changed since issuance.  The
transaction has realized no principal losses to date, and none of
the current assets are first-loss CMBS assets.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BBB+'
rated obligations.  Standard & Poor's rates $464.4 million (64%)
of the assets.  S&P reanalyzed its outstanding credit estimates
for the remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
and affirmed ratings.


       Ratings Lowered and Removed from Creditwatch Negative

                   GS Mortgage Securities Corp. II
            CMBS pass-through certificates series 2006-RR3

                                  Rating
                                  ------
                     Class    To           From
                     -----    --           ----
                     A-2      AA+          AAA/Watch Neg
                     B        AA-          AA+/Watch Neg
                     C        A+           AA/Watch Neg
                     D        A+           AA-/Watch Neg
                     E        A-           A+/Watch Neg
                     F        BBB+         A/Watch Neg
                     G        BBB+         A-/Watch Neg
                     H        BBB          A-/Watch Neg
                     J        BBB-         BBB+/Watch Neg
                     K        BB+          BBB/Watch Neg
                     L        BB+          BBB-/Watch Neg
                     M        BB-          BB+/Watch Neg
                     N        B+           BB/Watch Neg

                         Ratings Affirmed
     
                  GS Mortgage Securities Corp. II
           CMBS pass-through certificates series 2006-RR3

                          Class    Rating
                          -----    ------
                          A-1      AAA
                          A1-S     AAA
                          X        AAA


GS MORTGAGE: S&P Lowers 16 Certificate Ratings; Removes Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes from GS Mortgage Securities Corp. II's series 2006-RR2 and
removed them from CreditWatch with negative implications, where
they were placed on May 28, 2008.  Concurrently, S&P affirmed its
rating on one additional class.

The rating actions follow S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities.
     
According to the June 25, 2008, trustee report, the transaction's
current assets included 78 classes ($770.3 million, 100%) of pass-
through certificates from 58 distinct CMBS transactions issued
between 1996 and 2006.  None of the CMBS transactions represented
an asset concentration of 10% or more of total assets.  The
aggregate principal balance of the assets and liabilities totaled
$770.3 million, down slightly from $771 million at issuance.  The
$717,464 reduction in the total assets and liabilities was due to
principal paydown of the collateral.  The transaction has realized
no principal losses to date, and there is only one first-loss CMBS
asset, Short-Term Asset Receivables Trust's series BC 2000-A
($33.7 million, 4%), which Standard & Poor's downgraded to 'D' on
Jan. 23, 2008.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BBB-'
rated obligations.  Excluding first-loss CMBS assets, the current
asset pool exhibits credit characteristics consistent with 'BBB'
rated obligations.  Standard & Poor's rates $647 million (84%) of
the assets.  S&P reanalyzed its outstanding credit estimates for
the remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
and affirmed ratings.


       Ratings Lowered and Removed from Creditwatch Negative

                    GS Mortgage Securities Corp. II
           CMBS pass-through certificates series 2006-RR2

                                  Rating
                                  ------
                    Class    To           From
                    -----    --           ----
                    A-2      AA+          AAA/Watch Neg
                    B        AA-          AA+/Watch Neg
                    C        A+           AA/Watch Neg
                    D        A            AA-/Watch Neg
                    E        BBB+         A+/Watch Neg
                    F        BBB          A/Watch Neg
                    G        BBB-         A-/Watch Neg
                    H        BB+          BBB+/Watch Neg
                    J        BB+          BBB/Watch Neg
                    K        BB-          BBB-/Watch Neg
                    L        B            BB+/Watch Neg
                    M        CCC          BB/Watch Neg
                    N        CCC-         BB-/Watch Neg
                    O        CCC-         B/Watch Neg
                    P        CCC-         CCC+/Watch Neg
                    Q        CCC-         CCC/Watch Neg

                         Rating Affirmed

                  GS Mortgage Securities Corp. II
           CMBS pass-through certificates series 2006-RR2

                         Class    Rating
                         -----    ------
                         A-1      AAA


GSMPS MORTGAGE: S&P Chips Rating on Class B-2 Certificate to CC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage-backed securities issued by GSMPS Mortgage
Loan Trust 2005-LT1.  Specifically, S&P downgraded class M-1
to 'A' from 'AA', class M-2 to 'BB' from 'BBB', class B-1 to 'B-'
from 'B', and class B-2 to 'CC' from 'CCC'.  S&P also affirmed its
ratings on five classes from GSMPS Mortgage Loan Trust's series
2005-LT1 and 2003-2.
     
As of the June 2008 distribution period, cumulative realized
losses were 0.59% (series 2003-2) and 4.72% (series 2005-LT1) of
the original principal balances.  Total delinquencies were 27.30%
(series 2005-LT1) and 43.30% (series 2003-2) of the current
principal balances.
     
The downgrades of the classes from the 2005-LT1 deal reflect the
continued adverse performance of the collateral pool, resulting in
the reduction of the available credit support available to support
the affected classes.  More recently, class B-3 experienced a
principal write-down, which prompted us to lower the rating to 'D'
from 'B'.  Additionally, based on the dollar amount of loans
currently in the delinquency pipeline, S&P believe that losses are
likely to continue to negatively impact credit support.  As a
result, Standard & Poor's will continue to monitor the performance
of this deal.  If delinquencies cause additional realized losses
in the coming months and continue to erode credit enhancement, S&P
will likely take further negative rating actions.
     
The affirmed ratings reflect adequate actual and projected credit
enhancement that is sufficient to support the ratings at their
current levels.
     
Series 2005-LT1 is 34 months seasoned, and series 2003-2 is 56
months seasoned.  The transactions have outstanding pool factors
of approximately 13.83% (series 2005-LT1) and 27.83%
(series 2003-2).
     
Subordination primarily provides credit support for both deals.  
The pools initially consisted of FHA, VA, and RHS fixed- and
adjustable-rate reperforming mortgage loans.  The mortgage loans
are secured by first liens on one- to four-family residential
properties.  Freddie Mac acts as guarantor for series 2003-2.

                           Ratings Lowered

                       GSMPS Mortgage Loan Trust
                       Mortgage-backed securities

                                                Rating
                                                ------
      Series           Class               To              From
      ------           -----               --              ----
      2005-LT1         M-1                 A               AA
      2005-LT1         M-2                 BB              BBB
      2005-LT1         B-1                 B-              B
      2005-LT1         B-2                 CC              CCC


                          Ratings Affirmed

                     GSMPS Mortgage Loan Trust
                     Mortgage-backed securities

                  Series      Class          Rating
                  ------      -----          ------
                  2003-2      B-1            AA
                  2003-2      B-2            A
                  2003-2      B-3            BBB
                  2003-2      B-4            B
                  2005-LT1    A-1            AAA


HAR-MOR INVESTMENTS: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Har-Mor Investments LLC
                P.O. BOX 6413
                Mohave Valley, AZ 86446

Case Number: 08-08048

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Premier Real Estate Investment and       08-08052
      Development Group LLC

      Premier Building Supply LLC              08-08053

Involuntary Petition Date: July 1, 2008

Court: District of Arizona (Yuma)

Judge: Randolph J. Haines

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Barney 4, L.P.                 Unpaid Debt              $260,000
577 South Forestdale Avenue
Covina, CA 91723


HARRAH'S ENTERTAINMENT: S&P Holds Rating; Changes Outlook to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based Harrah's Entertainment Inc. and its wholly owned
subsidiary, Harrah's Operating Co. Inc., to negative from stable.   
At the same time, S&P affirmed the 'B+' corporate credit rating on
each entity.
     
"The outlook revision reflects our expectation that operating
performance for the remainder of 2008, and likely well into 2009,
will remain pressured given weak economic conditions," said
Standard & Poor's credit analyst Ben Bubeck.
     
Property-level EBITDA declined 7% in the quarter ended March 31,
2008, versus the same period in 2007.  Recent monthly revenue
reported across gaming markets appears to show this trend is
continuing and may be accelerating, in some cases, as the year
progresses.  S&P expect rising gasoline prices and increasing
unemployment rates to continue to impair consumer discretionary
spending in the near term.  Therefore, the company's ability to
meet S&P's projections for property-level EBITDA in 2008, and
potentially 2009, now seems questionable.
     
The 'B+' corporate credit rating reflects Harrah's high debt
leverage and S&P's expectation that the company will not generate
positive free operating cash flow over the next few years, given a
relatively aggressive pipeline of development activities and
heightened debt service obligations.  Still, the company maintains
a strong business profile, with a well-diversified and good-
quality portfolio of assets, a solid brand identity, and an
effective customer loyalty program.


HAYES LEMMERZ: Fitch Holds ID and Debt Ratings with Stable Outlook
------------------------------------------------------------------
Fitch Ratings has affirmed these Issuer Default Ratings and
outstanding debt ratings for Hayes Lemmerz International Inc. and
subsidiaries:

Hayes Lemmerz International, Inc.
  -- IDR at 'B'.

HLI Operating Company, Inc. (HLI Opco)
  -- IDR at 'B';
  -- Senior secured revolving credit facility at 'BB/RR1'.

Hayes Lemmerz Finance - Luxembourg S.A. (European Holdco)
  -- IDR at 'B';
  -- Senior secured revolving credit facility at 'BB/RR1';
  -- Senior secured Euro term loan at 'BB/RR1';
  -- Senior secured Euro synthetic LOC facility at 'BB/RR1';
  -- Senior unsecured Euro notes at 'B-/RR5'.

The Rating Outlook is Stable.  Approximately $646 million of on
balance sheet debt is covered by Fitch's ratings.

The ratings reflect HAYZ's leading position in the global wheel
market, geographic and customer diversity, significant progress in
restructuring operations, good credit metrics for the rating, and
solid liquidity position.  Fitch's concerns include the impact
that extreme commodity cost increases could have on working
capital and margins, an expectation of negative free cash flow in
the current fiscal year including restructuring costs, some
exposure to the weak North American commercial and light vehicle
market, and the tightening of a leverage covenant at the beginning
of 2009.

The Stable Outlook rests on HAYZ' geographic diversity, which
helps to offset the decline of sales in the North American market
this year.  In 2007, HAYZ generated 80% of its revenues outside of
the U.S.  After the closure of HAYZ's Gainesville, Georgia
aluminum passenger car wheel facility this year, which yields
negative EBITDA and cash flow, the company will be even less
exposed to the U.S. market and operating results will be favorably
affected.  Fitch also expects that Commercial truck volume will
rebound next year in North America, which should further help
results.

While HAYZ has a good history of recovering commodity cost
increases, the Outlook could be negatively affected by higher
commodity costs which require additional financing for working
capital and which could affect margins if the company is unable to
achieve full cost recovery.  In contrast, HAYZ's Outlook could be
positively affected if higher free cash flow were to materialize
from consistent operating improvements and increased volumes,
leading to more significant debt reduction.  HAYZ's senior secured
credit facility leverage covenant tightens from 4.0 times to 3.0x
at the beginning of 2009, putting some pressure on the company to
reduce leverage.  HAYZ has no significant debt maturities until
2014, but it could reduce term loan borrowings.

Going forward, HAYZ is expected to benefit from its steel wheel
technology, moves to lower cost countries and growth from non-
Detroit 3 customers, especially in regions of increasing vehicle
demand such as Eastern Europe, India, and Brazil.  In 2007 fiscal
year Eastern Europe made up a larger percent of HAYZ' sales than
the U.S.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
analysis is based on a going concern scenario rather than
liquidation.  Fitch estimates that in a distressed scenario, HAYZ'
enterprise value could significantly deteriorate and secured debt
holders would most likely still receive full recovery.  As a
result, the senior secured facilities are rated 'RR1' (91% to 100%
recovery).  The senior unsecured Euro notes are rated 'RR5' (11%
to 30%) to reflect the junior position of the senior unsecured
debt holders' claim relative to the senior secured debt holders.

Including the cash and marketable securities balance of $106.8
million, total liquidity at the end of HAYZ first quarter on April
30, 2008 was $249 million.  At quarter-end, HAYZ had no borrowing
under its $125 million secured revolver and $25 million available
under its U.S. securitization facility.  As of April 30, Fitch
calculates that HAYZ debt-to-LTM EBITDA rose modestly to 4.0
times, from 3.8x at the end of its fiscal year ending January 30.  
Fitch's calculated debt-to-EBITDA metric is more conservative than
the company's reported debt-to-LTM adjusted EBITDA figure.

HAYZ is the world's largest producer of automotive and commercial
highway steel and aluminum wheels, having operations in 13
countries and approximately 8,000 employees.  HAYZ is today a
wheels-focused company after divestures of its components segment
businesses over the last several years.  96% of HAYZ 2007 fiscal
year revenue came from global wheel sales and 80% of the company's
revenue came from outside the U.S.


ICFQ DESARROLLOS: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: ICFQ Desarrollos Carraizo Inc.
        P.O. BOX 8308
        Caguas, PR 00726-8308

Bankruptcy Case No.: 08-04351

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

Chapter 11 Petition Date: July 3, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Curill, Esq.
                  Email: cacuprill@aol.com
                  356 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Total Assets: $55,985,918

Total Debts:   $3,687,843

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bco. Bilbao Vizcaya Argentaria Value of Security:    $3,022,701
P.O. Box 364745                $2,880,000
San Juan, PR 00936-4745

Nigaglioni & Feraiouli                               $119,154
P.O. Box 195384
San Juan, PR 00918

Archicorp.                                           $93,107
322 Jesus T. Pinero Ave.
University Gardes
Rio Piedras, PR 00917

Redmag, Inc.                                         $73,837

Diaz-Tejera, Law Firm                                $58,493

Tri Delta Engineering Corp.                          $24,444

Santurce Property Holding,     Rent                  $12,750
Inc.

JRS CPA's                                            $6,767

Engineer Victor Torres                               $5,325

Luis R. Pina                   Legal Services        $4,572

Aerial Architectural                                 $3,591
Photography, Inc.


ICON TRANSPORTATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: ICON Transportation Co. Inc.
        aka
        New Media Fulfillment, Inc.
        P.O. Box 681188
        County: Marion
        Indianapolis, IN 46268

Bankruptcy Case No.: 08-07924

Type of Business: The Debtor provides warehousing, logistics, and
                  transportation services.

Chapter 11 Petition Date: July 3, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: David R. Krebs, Esq.
                  Email: drk@hostetler-kowalik.com
                  Hostetler & Kowalik P.C.
                  101 W. Ohio St., Ste. 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  http://hostetler-kowalik.com/

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

Estimated Debts: $10 million to $50 million

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


IGNITION POINT: Completes TeraSpan Networks' Refinancing
--------------------------------------------------------
Ignition Point Technologies Corp. completed the refinancing of its
subsidiary, TeraSpan Networks Inc.

Troubled Company Reporter related that on May 30, 2008, Ignition
Point agreed in principle to a proposal to finance and financially
restructure its subsidiary TeraSpan Networks Inc.

The TeraSpan Refinancing contemplated that a group of investors,
the majority of whom are holders of Ignition Point's Debentures,
will lend up to C$612,500 in aggregate to TeraSpan under
debentures bearing interest at 15% and maturing two years from the
date of issue.  

Pursuant to the refinancing:

   a) All of TeraSpan's debt, including debt owing to IPN, was
      converted into common shares of TeraSpan, with the result
      that IPN now owns 85.7% of TeraSpan's common shares.

   b) TeraSpan issued $565,000 principal amount secured,
      subordinate, convertible debentures bearing interest at 15%
      and maturing two years from the date of issue.  The
      debentures are convertible into common shares of TeraSpan at
      the option of the holders at any time, and in certain
      circumstances at the option of TeraSpan.  If the new
      debentures were converted on July 2, the debenture holders
      would hold 38.6% of TeraSpan's common shares and IPN's
      interest would be reduced to 52.6%.

   c) The board of directors of TeraSpan has been reconstituted
      that as long as the new debentures are outstanding IPN is
     entitled to one of the 5-7 nominees on the board of TeraSpan.

As a result of the refinancing, TeraSpan's balance sheet has been
improved.  The proceeds of the refinancing will be used to
supplement TeraSpan's working capital and will provide TeraSpan
with additional time to restructure and secure additional
financing to support long-term sustainable operations.
    
Ignition Point is indebted in the aggregate principal amount of
$2,500,000, with interest at 15%, is in default of its interest
payment obligations under this debt and lacks the liquidity
required to make any further interest payments.

The TeraSpan refinancing does not rectify this default nor address
Ignition Point's inability to pay its trade payables.  The holders
of the company's debentures have not taken action to enforce the
debentures, nor have they called a meeting of creditors to enforce
them.  The company is considering its options in relation to its
debenture and payables obligations.

                     About Ignition Point

Headquartered in Vancouver, Ignition Point Technologies Corp.
(TSX-V:IPN) -- http://www.ignitionpoint.ca/-- is a broadband  
communications company providing innovative solutions to expand
connectivity to public and private networks.  Ignition Point's
68.6% owned operating subsidiary is TeraSpan Networks Inc.
-- http://www.teraspan.com/--

At March 31, 2008, the company's balance sheet showed total
assets of C$2.5 million and total liabilities of C$3.9 million,
resulting in a shareholders' deficiency of C$1.4 million.


INSIGHT HEALTH: Chief Financial Officer Steps Down By October 31
----------------------------------------------------------------
InSight Health Services Holdings Corp. disclosed that Mitch C.
Hill, InSight Health's executive vice president and chief
financial officer, will be leaving his position at InSight, which
he has held since January 2005, effective Oct. 31, 2008.

"While we are disappointed that [Mr. Hill] is leaving us, we
understand his desire to explore new opportunities at this time.  
[Mr. Hill] has agreed to work with us through the end of October
and assist InSight Health with the reporting of its fiscal 2008
financial results and the filing of its Form 10-K with the
Securities and Exchange Commission," Kip Hallman, the company's
President and chief executive officer, stated.

"[Mr. Hill] has provided great financial leadership and direction
to the company, particularly during its $300M floating rate note
financing in 2005 and balance sheet restructuring in 2007.  These
were challenging times for the business, and {Mr. Hill]'s guidance
proved highly beneficial as we navigated through the process
quickly and efficiently," Mr. Kip continued.  "During his tenure,
[Mr. Hill] also laid the groundwork for many of the company's
current initiatives to improve its revenue cycle management
performance."

"Despite difficult industry conditions, I am pleased with the
progress we have made over the past three years to improve the
company's financial foundation so that it is better positioned to
grow within the core markets it serves," Mr. Hill said.  "I have
mixed feelings about leaving InSight Health, but I am looking
forward to pursuing new career opportunities.

During my remaining four months with InSight Health, I intend to
complete my fiscal year-end responsibilities as the company's
chief financial officer.  The company has initiated the search for
my successor, and I look forward to an orderly transition," Mr.
Hill added.

                           About InSight

Based in Lake Forest, California, InSight Health Services Holdings
Corp. (OTCBB:ISGT) -- http://www.insighthealth.com/-- is a  
nationwide provider of diagnostic imaging services.  It serves
managed care entities, hospitals and other contractual customers
in over 30 states, including these targeted regional markets:
California, Arizona, New England, the Carolinas, Florida and the
Mid-Atlantic states.

InSight Health's network consisted of 109 fixed-site centers and
108 mobile facilities as of Dec. 31, 2006.  The company and its
affiliate, InSight Health Services Corp., filed for Chapter 11
protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and
07-10701).  Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, represent
the Debtors.  

In schedules filed with the court, Insight Health disclosed total
assets of $87,102,870 and total debts of $525,448,053.  Its
debtor-affiliates, Insight Health Services, disclosed total assets
of $505,285,296 and total debts of $525,500,934.  Insight Health
and its debtor-affiliates' pre-packaged Plan of Reorganization,
which was confirmed by the U.S. Bankruptcy Court for the District
of Delaware on July 10, 2007, became effective on Aug. 1, 2007.

At March 31, 2008, Insight Health's balance sheet showed total
assets of $350.5 million and total liabilities of $353.1 million,
resulting in a total stockholders' deficit of $2.6 million.


ISCHUS SYNTHETIC: Moody's Junks Ratings of Two Classes of Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings of these notes issued by
Ischus Synthetic ABS CDO 2006-1, Ltd.:

Class Description: $305,000,000 Class A-1LA Investor Swap

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $16,500,000 Class X Notes Due 2013

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $84,000,000 Class A-1LB Floating Rate Notes Due
April 2041

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded the ratings of these notes:

Class Description: $39,000,000 Class A-2L Floating Rate Notes Due
April 2041

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $20,000,000 Class A-3L Floating Rate Notes Due
April 2041

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

Class Description: $20,000,000 Class B-1L Floating Rate Notes Due
April 2041

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

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.

Ischus Synthetic ABS CDO 2006-1, Ltd. is a managed synthetic
transaction referencing a pool of structured finance securities.  
It was originated in December, 2006.


JAMES RERISI: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James R. Rerisi
        aka Old World Contracting
        Liberty Log Homes
        Constance Rerisi
        306 Porpoise Pointe Drive
        Saint Augustine, FL 32084-2959

Bankruptcy Case No.: 08-03694

Chapter 11 Petition Date: June 25, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Brett A. Mearkle
                  Mickler & Mickler
                  5452 Arlington, Expressway
                  Jacksonville, FL 32211
                  Tel (904) 725-0822
                  Fax (904) 725-0855
                  Email court@planlaw.com

Total Assets: 3,402,648

Total Debts: 4,467,859

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/flmb08-03694.pdf


JMG EXPLORATION: Gives Newco Until July 10 to Pay Loan Balance
--------------------------------------------------------------
Newco Group Ltd., a company organized under the laws of the
British Virgin Islands, has until July 10, 2008, to pay the
balance of the extension fee and the interest accrued pursuant to
an extension agreement entered between Newco and JMG Exploration
Inc. on June 17, 2008, regarding a $3 million loan of Newco to
JMG.

On Sept. 12, 2007, JMG Exploration funded a $3,000,000 loan with
interest at 8% per annum to Newco pursuant to a Share Exchange
Agreement entered into on Sept. 5, 2007, between JMG and the
shareholders of Newco.  

The purpose of the loan is to enable Newco to purchase additional
shares in Iris Computers Ltd., a corporation organized under the
laws of India, representing approximately a 39% equity interest in
Iris.

                       Terms of the Agreement

As security for the loan, JMG received a security interest in the
ordinary shares of Iris purchased by Newco with the proceeds of
the JMG loan.  As further security for the loan, JMG received an
irrevocable proxy from ESAPI Ltd., a company organized under the
laws of the Commonwealth of the Bahamas, granting to JMG the right
to vote the shares of Iris owned by Newco that have been pledged
to ESAPI by Newco as security for a loan by ESAPI to Newco.

Under the agreement, in the event the JMG share exchange with
Newco shareholders fails to close, Newco will be obligated to
repay the $3,000,000 loan to JMG on or before Dec. 31, 2007,
provided that if the termination of the Share Exchange Agreement
occurs within 90 days of Dec. 31, 2007, due to the failure of JMG
to meet one of the conditions to the share exchange, as obtaining
shareholder approval, then the maturity date of the loan will be
extended to that day which is 90 days after such termination or
expiration of the Share Exchange Agreement.

                            Default

JMG disclosed that the share exchange with Newco had failed to
repay a $3 million loan and accrued interest that was due Dec. 31,
2007, and that the loan was in default.

On Feb. 8, 2008, JMG and Newco entered into an extension agreement
allowing Newco until April 30, 2008, to repay the $3 million loan
and accrued interest.  In the event the note was not paid by that
time, Newco agreed to have the 1,427,684 shares of Iris which
secure the loan immediately transferred to JMG as payment in full
of the outstanding obligations.

Both parties also agreed to release the other from any liability
resulting from the failure of the Share Exchange Agreement to be
consummated.

On May 14, 2008, the extension agreement was modified to allow
Newco until June 10, 2008, to repay the loan and accrued interest.
As consideration for this modification, Newco paid accrued
interest on the note through April 30, 2008, of $120,000 and an
extension fee of $50,000.

On July 1, 2008, Newco paid JMG $25,000, which was payable upon
execution of the extension agreement, of the $50,000 extension
fee.

In the event Newco does not repay the loan and JMG transfers the
pledged Iris shares into JMG's name, JMG would have effective
majority control of Iris because of the 39% equity interest in
Iris represented by the pledged Iris shares and JMG's irrevocable
proxy from ESAPI representing an additional 14.5% equity interest
in Iris.  

If Newco does not repay the loan and the pledged Iris shares are
transferred into the name of JMG, the intent of JMG's board of
directors' would be to either: (1) sell the investment; or (2)
explore retaining, and perhaps increasing, the investment in Iris.

                    About JMG Exploration

JMG Exploration Inc. (NYSEArca: JMG) is an independent energy
company that explores for, develops and produces natural gas,
crude oil and natural gas liquids in Canada and the United States.  
Currently, all of the company's proved reserves are located in the
United States.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Hein & Associates LLP, in Irvine, California, expressed
substantial doubt about JMG Exploration Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm reported that the company has not realized a profit
from operations since its incorporation on July 16, 2004, and it
is in a negative working capital position as of Dec. 31, 2006.  
    

JRS SHADDY: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: JRS Shaddy Inc.
        dba Total Comm.
        5001 E Commercenter Dr #245
        Bakersfield, CA 93309

Bankruptcy Case No.: 08-13579

Chapter 11 Petition Date: June 20, 2008

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: T. Scott Belden
                  4550 California Ave 2nd Fl
                  Bakersfield, CA 93309-1172
                  Tel (661) 395-1000

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

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

A copy of the Debtor's list of largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb08-13579.pdf


KEY ENERGY: S&P Lifts Corporate Credit Rating to BB- from B+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on oilfield services provider Key Energy Services Inc. to
'BB-' from 'B+'.  At the same time, S&P raised the issue-level
rating on the company's senior unsecured notes to 'BB-' from 'B+'.   
The outlook is positive.
     
"The upgrade reflects increased confidence that Key will be able
to successfully address the material weaknesses in its internal
controls and accounting systems while remaining current with its
required SEC filings, something that had weighed negatively on
Key's prior rating," said Standard & Poor's credit analyst Paul
Harvey.
     
Additionally, the upgrade and positive outlook reflect Key's above
average financial measures, leading market positions, and
geographic diversity.  The positive outlook speaks to the
potential for further positive rating actions during the next 12
months if Key can maintain strong financial measures while
continuing to strengthen its market position.
     
The rating on Key reflects the highly volatile nature of the
well-servicing industry, limited business diversity, and an
aggressive growth strategy based on acquisitions.  These are
buffered by strong financial measures and favorable near to medium
outlook for the industry, history of free cash flow generation,
greater focus on the stable crude oil well maintenance business,
low capital expenditures, and degree of operating leverage.

Additionally, the rating assumes that Key will successfully
implement necessary internal control and accounting improvements
needed to comply with the U.S. Sarbanes-Oxley Act of 2002, and
that it will remain current with its SEC filings during that time.


LEINER HEALTH: $10 Mil. DOJ Settlement Approved; Probe to End
-------------------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Delaware, authorized
Leiner Health Products Inc. to pay at least $10 million to the
U.S. Department of Justice, Bloomberg News reports.

As part of the settlement agreement, DOJ will terminate its probe
over the production, control and distribution of certain over-the-
counter drug products at the Debtor's defunct facility in Fort
Mill, South Carolina.  Furthermore, Leiner Health, a subsidiary of
Leiner Health Products Inc., pleads guilty to one count of mail
fraud and forfeits $10 million in cash in lieu of a fine.  The
agreement in no way implicates or affects Leiner's ability to
manufacture and distribute vitamin and mineral products, , as
reported in the Troubled Company Reporter on May 13, 2008.

The agreement, specifically, will resolve DOJ's investigation of
allegations against the Debtor, which were related to a Form 483
report the company received from the Food and Drug Administration
on March 16, 2007.  Both the investigation and the Form 483
pertained to activities that took place at the now closed Fort
Mill facility prior to the arrival of the current quality control
management team.

"Leiner took immediate action to correct this situation," Robert
K. Reynolds, CEO and President of Leiner, said.  "In addition to
the closure of the affected facility, we also restructured our
quality control systems, including top to bottom personnel changes
and implementation of strengthened compliance programs to ensure
that all products conform to Leiner's rigorous standards."

"We are pleased to put these issues behind us, and we are
committed to providing consumers with the best value and highest-
quality products available in the marketplace," Mr. Reynolds
continued.

                       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.  The Debtors selected Garden City Group
Inc. as 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.

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.


LIBERTY TAX III: March 31 Balance Sheet Upside-Down by $11,251,459
------------------------------------------------------------------
Liberty Tax Credit Plus III L.P.'s consolidated balance sheet at
March 31, 2008, showed $45,219,768 in total assets, $55,687,317 in
total liabilities, and $783,910 in minority interest, resulting in
a $11,251,459 total partners' deficit.

The Partnership reported net income of $102,047,110 on total
revenues of $6,196,851 for the year ended March 31, 2008, compared
with a net loss of $4,457,807 on on total revenues of $5,756,859
for the year ended March 31, 2007.

Rental income increased approximately 2% to $5,364,087 for the
year ended March 31, 2008, as compared to the year ended March 31,
2007, al 2006, primarily due to an increase in rental rates,
tenant assistance payments and occupancy at one Local Partnership,
an increase in tenant assistance payments at a second Local
Partnership and increases in rental rates at several Local
Partnerships.

Other income increased approximately $311,000 to $832,764 for the
year ended March 31, 2008, as compared to the previous year.

Total income from discontinued operations (including gain on sale
of investments and properties of $107,917,254) was $104,310,895
for the year ended March 31, 2008, compared with total loss from
discontinued operations (including gain on sale of investments and
properties of $12,674,973) of $1,489,475 for the year ended
March 31, 2007.

                 Liquidity and Capital Resources

The Partnership had originally invested approximately $109,000,000
(not including acquisition fees) of the net proceeds of its public
offering in 62 Local Partnerships, all of which has been paid as
of March 31, 2008.  

During the year ended March 31, 2008, the Partnership sold its
limited partnership interest in sixteen Local Partnerships, the
property and the related assets and liabilities of three Local
Partnerships and transferred the deed to the property and the
related assets and liabilities of one Local Partnership.  

Through the year ended March 31, 2008, the Partnership has sold
the property and the related assets and liabilities of thirteen
Local Partnerships, its limited partnership interest in thirty two
Local Partnerships, two properties owned by a Local Partnership
and transferred the deed to the property and the related assets
and liabilities at two Local Partnerships.  

In addition, as of March 31, 2008, two Local Partnerships have
entered into agreements to sell their property and related assets
and liabilities.  Subsequently, the Partnership sold its limited
partnership interest in one Local Partnership, and transferred the
deed to the property and the related assets and liabilities of one
Local Partnership.

Full-text copies of the Partnership's consolidated financial
statements for the year ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2f1b

                About Liberty Tax Credit Plus III

Based in New York, Liberty Tax Credit Plus III L.P. is a limited
partnership which was formed under the laws of the State of
Delaware on Nov. 17, 1988.  The general partners of the
Partnership are Related Credit Properties III L.P., a Delaware
limited partnership, and Liberty GP III Inc., a Delaware
corporation.  The general partner of Related Credit Properties III
L.P. is Related Credit Properties III Inc., a Delaware  
corporation.  The ultimate parent of the general partners is
Centerline Holding Company .

On May 2, 1989, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership.

The Partnership was formed to invest, as a limited partner, in
other limited partnerships each of which owns one or more
leveraged low-income multifamily residential complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, and some of which may also be eligible for the
historic rehabilitation tax credit.  

As of March 31, 2008, the Partnership has disposed of forty-seven
of its sixty-two original Properties.

Liberty Associates IV L.P. is the special limited partner in all
of the remaining Local Partnerships.  


LUMINENT MORTGAGE: To Get $31.3MM from Securities Disposals
-----------------------------------------------------------
Luminent Mortgage Capital, Inc. expects principal and interest
cash flows on its portfolio of mortgage-backed securities of
$31.3 million over the next 12 months.

"We are pleased with the progress we have made in stabilizing our
short-term funding risk, however it has placed significant strain
on our projected portfolio cash flow," Zachary H Pashel, Chief
Executive Officer, said.  "Due to the decline in market value of
our portfolio that resulted from the subprime mortgage crisis, we
have disposed of a substantial portion of our mortgage-backed
securities portfolio in order to meet our financing obligations.  
The investment opportunities that exist for Luminent today are
numerous, but we are faced with the necessity to restructure and
recapitalize our balance sheet to place our company on solid
ground for future growth plans."

As of June 23, 2008, substantially all of Luminent's mortgage-
backed securities portfolio, which is not collateral to non-
recourse collateralized debt obligations, is pledged as collateral
to the $182.6 million of repurchase agreement financing Luminent
had outstanding with an affiliate of Arco Capital Corporation Ltd.

A full-text copy of the Supplemental Financial Information, which
contains Luminent's projected portfolio cash flows is available
for free at http://ResearchArchives.com/t/s?2f26

                    About Luminent Mortgage

Headquartered in San Francisco, Luminent Mortgage Capital Inc.
(OTC: LUMC) -- http://www.luminentcapital.com/-- is a real estate    
investment trust or REIT, which, together with its subsidiaries,
has invested in two core mortgage investment strategies.

Under its Residential Mortgage Credit strategy, the company
invests in mortgage loans purchased from selected high-quality
providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.

Under its Spread strategy, the company invests primarily in U.S.
agency and other highly-rated single-family, adjustable-rate and
hybrid adjustable-rate mortgage-backed securities.  

On March 28, 2008, the company disclosed its intention, subject to
shareholder approval, to restructure the company from a REIT to a
publicly-traded partnership or PTP.

                        Going Concern Doubt
                        
Grant Thornton LLP, in Philadelphia, expressed substantial doubt
about Luminent Mortgage Capital Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

Grant Thornton said Luminent Mortgage has lost $721.0 million for
the year ended Dec. 31, 2007, which included $481.7 million in
impairment losses on mortgage-backed securities.  The company also
recorded $21.3 million in corporate, state and U.S. federal income
taxes due to its inability to meet the threshold for tax benefit
recognition as it related to its qualification as a REIT.  

As a result of these losses the company had a stockholders'
deficit of $223.2 million at March 31, 2008.


LUMINENT MORTGAGE: Messrs. Weiss, Richter Joins Management Team
---------------------------------------------------------------
Luminent Mortgage Capital, Inc. appoints Barry D. Weiss, CFA, as
its new Chief Investment Officer and Eric Richter, CFA, as a
Portfolio Manager, effective June 30, 2008.

"I am pleased to announce the addition of Mr. Weiss and Mr.
Richter to our team," Zachary H Pashel, Chief Executive Officer,
said.  "Both Mr. Weiss and Mr. Richter are proven portfolio
managers each with over 12 years experience investing in
structured products, primarily focused on both agency and non-
agency mortgage-backed securities.  Their expertise, coupled with
our existing credit analysis infrastructure, is integral to
building a successful asset management platform."

"I look forward to joining the Luminent team," Mr. Weiss
commented.  "As its Chief Investment Officer, I intend to take
advantage of the opportunities that have arisen in the mortgage
market."

Mr. Weiss was a Vice President and Portfolio Manager for
HarbourView Asset Management & Oppenheimer Funds Inc., and the
Portfolio Manager for the AAArdvark portfolios, in charge of
making investment decisions and setting portfolio strategy.  Mr.
Weiss was additionally a co-portfolio manager for the Centennial
Money Market Trust, the Centennial Government Trust, the
Oppenheimer Cash Reserves, and the Oppenheimer Money Fund/VA,
where he was primarily responsible for co-managing more than $35
billion of assets.  In January 2008, i-MoneyNet named Mr. Weiss
Portfolio Manager of the Year, as Oppenheimer Cash Reserves was
its category’s highest gross return for 2007.  Mr. Weiss had been
with Oppenheimer Funds since 2000 serving in various roles.

Previously, he worked at Fitch IBCA, Inc., where he was an
Associate Director in the Structured Finance Group.  Prior to
joining Fitch IBCA in 1996, Mr. Weiss spent eight years in the
Office of the Mayor, Office of Management and Budget of the City
of New York.  Mr. Weiss has earned a B.S. from the University of
South Dakota and a MFA from Brooklyn College, and is a Chartered
Financial Analyst.

Mr. Richter was a Vice President and Portfolio Manager for
HarbourView Asset Management & Oppenheimer Funds Inc. since
February 2006.  Mr. Richter has an extensive background in
structured products, and was focused on the AAArdvark products,
specializing in residential mortgage-backed securities, commercial
mortgage-backed securities, asset-backed securities, and
collateralized debt obligation investments.  Prior to joining
Oppenheimer Funds/HarbourView, Mr. Richter was an Investment
Officer at the Alaska Permanent Fund Corp.  Mr. Richter spent
eight years at Loomis Sayles & Co as a senior analyst responsible
for mortgage-backed and asset-backed securities.  Mr. Richter
spent five years at Schroders as a fixed income portfolio manager,
managing US investment grade fixed income portfolios.  Mr. Richter
earned a B.A. in economics from the University of Massachusetts at
Amherst, and an M.B.A. in finance from the New York University
Stern School of Business.  Mr. Richter is a Chartered Financial
Analyst.


                    About Luminent Mortgage

Headquartered in San Francisco, Luminent Mortgage Capital Inc.
(OTC: LUMC) -- http://www.luminentcapital.com/-- is a real estate    
investment trust or REIT, which, together with its subsidiaries,
has invested in two core mortgage investment strategies.

Under its Residential Mortgage Credit strategy, the company
invests in mortgage loans purchased from selected high-quality
providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.

Under its Spread strategy, the company invests primarily in U.S.
agency and other highly-rated single-family, adjustable-rate and
hybrid adjustable-rate mortgage-backed securities.  

On March 28, 2008, the company disclosed its intention, subject to
shareholder approval, to restructure the company from a REIT to a
publicly-traded partnership or PTP.

                        Going Concern Doubt
                        
Grant Thornton LLP, in Philadelphia, expressed substantial doubt
about Luminent Mortgage Capital Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

Grant Thornton said Luminent Mortgage has lost $721.0 million for
the year ended Dec. 31, 2007, which included $481.7 million in
impairment losses on mortgage-backed securities.  The company also
recorded $21.3 million in corporate, state and U.S. federal income
taxes due to its inability to meet the threshold for tax benefit
recognition as it related to its qualification as a REIT.  

As a result of these losses the company had a stockholders'
deficit of $223.2 million at March 31, 2008.


MAGNA ENTERTAINMENT: Proceeds with Stock Consolidation
------------------------------------------------------
The Board of Directors of Magna Entertainment Corp. approved a
reverse stock split of MEC's Class B Stock and Class A Subordinate
Voting Stock, utilizing a 1:20 consolidation ratio.  Previously,
at the May 6, 2008 Annual and Special Meeting of Stockholders, the
company's stockholders authorized the Board of Directors to effect
the reverse stock split.

MEC's Class A Stock will trade on the Nasdaq Global Market under
the symbol "MECA.D" for twenty trading days following the
effective time of the reverse split, after which trading will
resume under the current symbol.  MEC's Class A Stock will
continue to trade on The Toronto Stock Exchange under the trading
symbol, "MEC.A".  Subject to completing applicable filings, it is
currently expected that the reverse split will become effective on
or about July 22, 2008.

As a result of the reverse stock split, every twenty shares of MEC
Class B Stock and Class A Stock will be consolidated into one
share of MEC Class B Stock and Class A Stock, respectively. The
reverse stock split affects all shares of common stock, stock
options and convertible securities of MEC outstanding prior to
the effective time of the reverse stock split.  The approximately
58.4 million outstanding shares of Class B Stock and 58.1 million
outstanding shares of Class A Stock will be reduced to
approximately 2.92 million shares of Class B Stock and
2.91 million shares of Class A Stock, respectively.

Registered stockholders of the company will receive instructions
by mail on how to obtain a new share certificate representing
their consolidated Class B Stock and Class A Stock.  No action
will need to be taken by stockholders who hold shares in "book
entry" form.  No fractional shares will be issued as a result of
the consolidation.  If the consolidation results in a registered
shareholder having a fractional interest of less than a whole
share, the registered shareholder will receive a cash payment for
the value of that interest.  The amount of the payment for
fractional shares of Class B Stock (each of which is convertible
at any time into shares of Class A Stock on a one for one basis)
and Class A Stock will be equal to the product obtained by
multiplying (1) the average closing sales price of MEC's Class A
Stock as reported on NASDAQ for the four trading days preceding
the effective date of the reverse stock split times (2) the amount
of the fractional share.

The Board of Directors of the company approved the reverse stock
split to allow the company to regain compliance with the NASDAQ
$1.00 minimum bid price continued listing requirement.  As
previously announced, on Feb. 12, 2008, MEC received notice from
NASDAQ advising that, in accordance with Nasdaq Marketplace Rule
4450(e)(2), MEC had 180 calendar days, or until Aug. 11, 2008, to
regain compliance with the minimum bid price required for the
continued listing of MEC's publicly held Class A Stock on NASDAQ.  
MEC received this notice because the bid price of its publicly
held Class A Stock closed below the $1.00 per share minimum for 30
consecutive business days prior to Feb. 12, 2008.

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) -- http://www.magnaentertainment.com/     
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.

                         *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.

  
MERRILL LYNCH TRUST: Moody's Junks Rating of $3.8MM Certificates
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed 18 classes of Merrill Lynch Mortgage Trust 2006-C2,
Commercial Mortgage Pass-Through Certificates, Series 2006-C2 as:

  -- Class A-1, $33,975,258, affirmed at Aaa
  -- Class A-2, $95,000,000, affirmed at Aaa
  -- Class A-3, $110,000,000, affirmed at Aaa
  -- Class A-4, $435,122,000, affirmed at Aaa
  -- Class A-1A, $221,092,894, affirmed at Aaa
  -- Class A-M, $154,270,000, affirmed at Aaa
  -- Class A-J, $109,917,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $30,854,000, affirmed at Aa2
  -- Class C, $15,427,000, affirmed at Aa3
  -- Class D, $26,997,000, affirmed at A2
  -- Class E, $17,355,000, affirmed at A3
  -- Class F, $25,069,000, affirmed at Baa1
  -- Class G, $15,427,000, affirmed at Baa2
  -- Class H, $15,427,000, affirmed at Baa3
  -- Class J, $9,642,000, affirmed at Ba1
  -- Class K, $3,857,000 affirmed at Ba2
  -- Class L, $5,785,000, affirmed at Ba3
  -- Class M, $3,856,000, downgraded to B2 from B1
  -- Class N, $3,857,000, downgraded to B3 from B2
  -- Class P, $3,857,000, downgraded to Caa1 from B3

Moody's downgraded Classes M, N and P due to a decline in overall
pool performance and increased loan to value ratio dispersion.

As of the June 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
12.0% to $1.36 billion from $1.54 billion at securitization.  

The certificates are collateralized by 125 mortgage loans ranging
in size from less than 1.0% to 8.1% of the pool, with the top 10
loans representing 39.0% of the pool.  The pool contains one loan,
representing 8.1% of the outstanding balance, with an investment
grade underlying rating.

The pool has not realized any losses since securitization.  
Currently there are two loans representing 1.7% of the pool in
special servicing.  Both loans are current in their debt service
payments and Moody's does not anticipate a loss from either loan.  
Thirty loans, representing 25.4% of the pool, are on the master
servicer's watchlist.

The watchlist includes loans which meet certain portfolio review
guidelines established as part of the Commercial Mortgage
Securities Association's monthly reporting package.  As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.  Not all loans on the watchlist are delinquent
or have significant issues.

Moody's was provided with year-end 2007 operating results for
79.5% of the pool.  Moody's LTV ratio for the conduit component is
108.1% compared to 103.6% at securitization.  According to Moody's
analysis, 16.5% of the conduit pool has a LTV ratio in excess of
120.0% compared to 3.1% at securitization.

The loan with an underlying rating is the California Market Center
Loan ($109.5 million -- 8.1%), which is secured by a 1.9 million
square foot office/design showroom building located in downtown
Los Angeles.  The property was 63.9% occupied as of May 2008
compared to 72.1% at securitization.

The property has a diverse tenant mix within the apparel and gift
markets.  Leases are typically three to five years in length,
resulting in high rollover risk during the term of the loan.  
Despite the decline in occupancy, performance is stable due to
higher revenues and amortization.  Moody's current underlying
rating is Baa3, the same as at securitization.

The top three conduit loans represent 17.8% of the pool.  The
largest loan is the RLJ Hotel Portfolio Loan ($95.4 million --
7.0%), which represents an 18.9% pari passu interest in a first
mortgage loan totaling $504.5 million.  The loan is secured by 43
hotels located in eight states.

The portfolio includes a variety of limited and full service flags
and totals 5,427 guest-rooms.  The portfolio's RevPAR for the
calendar year 2007 was $83.50 compared to $74.65 at
securitization.  Moody's LTV is 106.0% compared to 113.9% at
securitization.

The second largest loan is the Mall at Whitney Field Loan
($74.8 million -- 5.5%), which is secured by the borrower's
interest in a 665,000 square foot regional mall located
approximately 23 miles north of Worcester in Leominster,
Massachusetts.

The center is anchored by Sears, Filene's and J.C. Penney.  The
center was 97.1% leased as of December 2007 compared to 98.8% at
securitization.  The center's performance has declined since
securitization due to increased operating expenses.  Moody's LTV
is 124.6% compared to 108.7% at securitization.

The third largest loan is the Embassy Suites -- San Diego Loan
($71.4 million -- 5.3%), which is secured by a 337-room full
service hotel located in downtown San Diego.  The hotel's RevPAR
for the calendar year 2007 was $168.14 compared to $158.80 at
securitization.  Moody's LTV is 112.0% compared to 114.3% at
securitization.


MORTGAGEIT 2005-AR1: Moody's Junks Ratings of Two Certificates
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches from MortgageIT 2005-AR1, an Option ARM transaction.  
Additionally, three tranches were placed on review for possible
downgrade.

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

Complete rating actions are:

Issuer: MortgageIT Trust 2005-AR1, Mortgage Pass-Through
Certificates, Series 2005-AR1

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

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

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

  -- Cl. I-B-1, Downgraded to B2 from Aa2
  -- Cl. I-B-2, Downgraded to Caa2 from A3
  -- Cl. I-B-3, Downgraded to Ca from Ba3


MOTORSPORT AFTERMARKET: Moody's Junks Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service downgraded Motorsport Aftermarket Group,
Inc.'s Corporate Family Rating to Caa1 from B2, Probability of
Default Rating to Caa1 from B2 and its senior secured credit
facilities to B2 from Ba3.  The rating outlook was revised to
stable.

The downgrade of the CFR to Caa1 reflects the company's weakened
operating performance which has been considerably below Moody's
expectation, resulting in deteriorating credit metrics that are
more commensurate with a Caa credit.

The company's underperformance has been primarily driven by the
decreasing demand for its motorcycle parts and accessories as the
recent macro-economic developments continued to take tolls on
consumer disposable income and discretionary spending for leisure
related products.

Its weak financial performance was further exacerbated by margin
pressures such as commodity price increases at a time when its
levels of fixed charges remains elevated from debt incurred in its
2006 acquisition by private equity sponsors.

"Purchases of new motorcycles in the US have been declining over
the past year which has in turn affected Motorsport's financial
results as demand for most of its products is driven by upgrades
to enhance performance, image and ergonomics rather than repair or
maintenance," John Zhao, Moody's analyst, commented.  "The
company's operating performance will likely be further pressured
as consumers continue to be squeezed by weakening economic
conditions."

The stable outlook incorporates Moody's view that the operational
performance could further deteriorate in the near to medium term.  
That said, the leading position of MAG's multiple brands and the
favorable long-term prospects for the parts and accessories sector
of the motorcycle industry, could somehow help the company
stabilize its operating performance and credit metrics.

The outlook also anticipates that the company will maintain
adequate liquidity such as a full access to its revolving credit
facility.  The rating could be under downward pressure if the
company's operating and financial metrics were to experience
further erosion and its liquidity were to deteriorate, including a
potential covenant breach.

The rating action is:

Motorsport Aftermarket Group, Inc,

  -- Corporate Family rating, downgrade to Caa1 from B2
  -- Probability of Default, downgraded to Caa1 from B2

  -- $220 million First lien bank debt, downgraded to B2(LGD-3,
     31) from Ba3 (LGD-3, 32%)

Rating outlook: revised to stable from negative

The last rating action was on Nov. 30, 2007 at which time the
rating outlook was changed to negative from stable.

Headquartered in Irvine, California, Motorsport Aftermarket Group,
Inc., is a holding company with investments in subsidiaries which
design, manufacture and market parts and accessories for the
motorcycle and ATV industries.

Approximately 70% of consolidated revenues are derived from
branded products which customize or adjust ergonomic features of
new and used motorcycles.  The balance of revenues is from J&P
Cycles, a catalogue retailer of parts and accessories for
cruiser/touring motorcycles.


MOVIE GALLERY: EVP Bo Loyd Quits, Sheriff Mityas to Assume Duties
-----------------------------------------------------------------
Bo Loyd, Executive Vice President and Chief Merchandising Officer
of Movie Gallery Inc., has resigned as of June 20, 2008, according
to a press statement.

Sherif Mityas, the chief operating officer and president of
Retail Operations, will assume Mr. Loyd's responsibilities.

"I would like to thank Bo for his hard work and dedication to the
Movie Gallery brands," said C.J. "Gabe" Gabriel, chief executive
officer of Movie Gallery.

"We have benefited from Bo's business acumen and appreciate his
contributions that have helped make Movie Gallery what it is
today.  On of the Board and the Company, we offer him our
gratitude and best wishes in his future endeavors," Mr. Gabe
added.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment    
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 31; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Anonymous Party Objects to MovieBeam Sale
--------------------------------------------------------
In a letter to the U.S. Bankruptcy Court for the Eastern District
of Virginia dated July 1, 2008, an anonymous sender objected to
Movie Gallery Inc. and its debtor-affiliates' sale of its over-
the-air MovieBeam streaming service to Dar Capital.

The Court authorized the Debtors in May 2008, to sell, among other
things, tangible assets and all of M.G. Digital LLC's ownership
rights to, and interest in, the intellectual property used solely
in connection with the MovieBeam service, to Dar Capital for
$2,250,000, pursuant to the terms of a purchase agreement.  Dar
Capital has deposited $250,000 with an escrow agent.

According to the anonymous letter, Movie Gallery sold its
"satellites, routing computers and tons of equipment" to a
"mysterious" British Virgin Island company, which equipment may
have been worth "way over" $25,000,000.

The letter deemed that the transaction was done "in secretive
nature", says the Home Media Magazine.

"Have a published public auction for these assets . . . not a
closed door sale to just one buyer," the letter proposed.

The companies involved in the transaction should be investigated,
the letter added.

Movie Gallery CEO C.J. "Gabe" Gabriel, Jr., declined to comment
on the letter, says Danny King of Video Business.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment    
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 31; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


NAVISTAR INT'L: April 30 Balance Sheet Upside-Down by $562 Million
------------------------------------------------------------------
Navistar International Corporation has filed its first and second
quarter 2008 form 10-Qs with the Securities and Exchange
Commission.

At April 30, 2008, the company's consolidated balance sheet showed
$11.6 billion in total assets and $12.2 billion in total
liabilities, resulting in a $562.0 million total stockholders'
deficit.

The company reported net sales and revenue of $6.9 billion for the
first half of fiscal 2008, a 13 percent increase over the same
period in 2007.  Net income was $162.0 million, an improvement of
$175.0 million over the first half of fiscal 2007.

Manufacturing segment profit was $424.0 million for the first half
of fiscal 2008 doubling 2007 performance of $208.0 million.  The
Financial Services segment loss was $6.0 million for the six
months ended April 30, 2008, compared with a profit of
$84.0 million for the same period in 2007.

                        Cash Requirements

The company generates cash flow primarily from the sale of trucks,
diesel engines, and parts.  In addition, the company generates
cash flow from product financing provided to the company's dealers
and retail customers by the Financial Services segment.  The
company believes that, in the absence of significant unanticipated
cash demands, current and forecasted cash flow from the company's
manufacturing operations, financial services operations, and
financing capacity will provide sufficient funds to meet
anticipated operating requirements, capital expenditures, equity
investments, and strategic acquisitions.

At April 30, 2008, the company's manufacturing operations had a
total of $339.0 million available under committed credit
facilities that mature in 2012.

Full-text copies of the company's consolidated financial
statements for the second quarter ended April 30, 2008, are
available for free at http://researcharchives.com/t/s?2f19

Full-text copies of the company's consolidated financial
statements for the first quarter ended Jan. 31, 2008, are
available for free at http://researcharchives.com/t/s?2f1a

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(Other OTC: NAVZ) -- http://www.navistar.com/-- is a holding  
company whose wholly owned subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(TM) brand diesel
engines, IC brand school and commercial buses, and Workhorse brand
chassis for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch affirmed Navistar International Corp.'s 'BB-' Issuer Default
and 'BB-' Senior unsecured bank facility ratings.


NEW CENTURY: Chapter 11 Plan Confirmation Hearing Set for July 10
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware directed New Century Financial Corp. and its
subsidiaries, and the Official Committee of Unsecured Creditors to
prepare and file a proposed form of order no later than July 10,
2008.

The Court will convene a hearing on July  14, 2008, at 1:30 p.m.,
to consider confirmation of the parties' second amended joint
Chapter 11 plan of liquidation dated April 23, 2008.

Separately, the Debtors ask the Court to extend the period during
which they have the exclusive right to solicit acceptances of the
Chapter 11 plan until Aug. 20, 2008.  A hearing to consider the
requested extension of time will be held on July 14, 2008, at
1:30 p.m.

The Plan is a result of extensive negotiations between the
Debtors, the Creditors Committee, as well as other creditor
groups.  It provides for distributions to creditors of the 16
Debtor-affiliates.

The Plan provides for full payment of Allowed Administrative
Claims, Allowed Priority Tax Claims, and Allowed Priority Claims,
and leaves Allowed Secured Claims unimpaired.  Holders of
interests in New Century Financial Corp. and claims under Section
510(b) of the Bankruptcy Code will receive no distribution under
the Plan, and were deemed to reject the Plan.

The Plan structure separates the Debtors into three groups to
facilitate the distributions to the unsecured creditors -- the
Holding Company Debtors, the Operating Debtors, and Access
Lending.

The Plan classifies claims based on the Debtor Groups, and
provides for distribution of the net cash available to the
holders of allowed unsecured claims against the Debtors in that
Group.  The Disclosure Statement estimates recoveries for
unsecured creditors of the Holding Company Debtors to average
between 2.2% and 15.9%, and unsecured creditors of the Operating
Debtors to average between 2.5% and 17.1%.

The amount of an allowed unsecured claim is determined by formula
which establishes the claim's "determined distribution amount."  
The calculations used to arrive at the Determined Distribution
Amounts are also subject to certain protocols established in the
Plan, including:

   (a) the Multi-Debtor Claim Protocol;

   (b) the Intercompany Claim Protocol;

   (c) the EPD/Breach Claim Protocol;

   (d) the Debtors' assets, consisting of:

       -- Holding Company assets, comprised by:
          * the Carrington Interests,
          * the Deferred Compensation Trust,
       -- Operating Company assets, and
       -- litigation proceeds; and

   (e) the voting results.

            Beneficiaries Remain As Sole Objectors

The Plan the Ad Hoc Committee of Beneficiaries of the New Century
Financial Corporation Deferred Compensation Plan and/or
Supplemental Executive Retirement/Savings Plan is the sole
remaining objection to the Plan.  The Beneficiaries opposed the
Plan's treatment of certain unsecured creditors, asserting that
the Plan does not justify intra-class discrimination and violates
Section 1123(a)(4).  They maintained that:

     (i) the Plan provides for substantive consolidation, in
         violation of the Third Circuit Court of Appeals'
         decision In re Owens Corning, 419 F3d 195 (3d Cir.
         2005);

    (ii) the Plan does not comply with Section 1123(a)(4), as
         required by Section 1129(a)(7), because it treats the
         claims within its class differently; and

   (iii) the Plan Proponents have not proved that creditors
         represented by the Beneficiaries will receive a
         distribution not less than the value they will receive
         under a Chapter 7 liquidation.

The Plan Proponents countered that the Plan contains a series of
negotiated settlements that should be approved pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure.  They insist
that the Plan meets all requirements for confirmation, and may be
confirmed notwithstanding rejection by one impaired class of
creditors.

According to Judge Carey, the Plan Proponents bear the burden of
establishing the Plan's compliance with each of the requirements
in Section 1129(a), while the objecting parties bear the burden
of producing evidence to support their objections.

The Court noted that substantive consolidation takes a form in
which separate entities are merged into a single survivor.  In
contrast, the Plan does not propose to combine the assets and
liabilities of the Debtors, but creates Debtor Groups based on
each entity's function, and in an attempt to resolve intercompany
claims and asset ownership issues.

Moreover, the Court determined that the substantive consolidation
does not harm creditors who rely on the corporate separateness of
subsidiaries, through its Multi-Debtor Claim Protocol and
Intercompany Claim Protocol.  Judge Carey said that the Plan
embodies thoughtful compromises that carefully preserve
creditors' rights, rather than diminish or eliminate them.  He
concluded that the Plan does not propose or result in substantive
consolidation in form or effect.

Judge Carey found that the effect of the Multi-Debtor Claim
Protocol represents a compromise in which some creditors,
excluding the Beneficiaries, have agreed to receive less
favorable treatment of their multiple claims.  Thus, the Multi-
Debtor Claim Protocol does not violate Section 1123(a)(4).  
Additionally, the liquidation scenario presented in the
Disclosure Statement to the Plan demonstrated that unsecured
creditors will receive a distribution ranging between 1.9% and
14.3%, while the projections for a Chapter 7 liquidation show a
range of recovery between 0% and 13.7%.  The declaration of Holly
Felder Etlin, NCFC's president, chief executive officer and chief
restructuring officer, provides evidence that the Plan complies
with Section 1129(a)(7).

The Court opined that the evidence presented at the June 24, 2008
hearing sufficiently supports the liquidation scenarios, and the
conclusion that the Beneficiaries will receive more under the
Plan than they would in a Chapter 7 liquidation.  A Chapter 7
conversion will not increase the asset recoveries, but will add
substantial costs and delay to the distribution process.  More
importantly, the evidence showed that the intricate negotiated
settlements included in the Plan are liable to collapse if the
Debtors' estates are turned over to Chapter 7 trustees with
competing interests.

         Court Finds Plan Settlements Fair and Equitable

The Court determined that the Plan Proponents undertook a
detailed analysis of the Debtors' assets, as well as the
transactions giving rise to the potential claims between the
Debtors, and the claims held by others.  As a result of that
process, the various and diverse constituencies negotiated the
Plan as a global settlement of the various claims and issues,
which is likely to fail if any of the compromises is not
approved.

According to Judge Carey, the size and complexity of the
potential claims in the Debtors' estates may lead to lengthy and
trials.  The litigation costs will fall on the unsecured
creditors, in terms of a significant reduction in assets
available for distribution as well as the delay in receiving that
distribution.

Judge Carey conceded that the voting results on the Plan vividly
showed support by a diverse creditor body, and only one class of
the sixteen entitled to vote on the Plan -- the Beneficiaries --
voted against the Plan.  Of the dissenting class, 75 members with
a $395,000,000 aggregate claim amount voted in favor, while the
203 who voted against the Plan hold only $18,900,000 in claims.  
He submits that the Objectors' interests are entitled to the full
benefit of the protections afforded by applicable law.  
Nonetheless, Judge Carey determined that that the Plan
settlements are fair and equitable and provide benefits to the
entire creditor body, and should be approved.

A full-text copy of the Court's Opinion on the Debtors' Second
Amended Joint Plan is available at no charge at:

               http://ResearchArchives.com/t/s?2f14

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real      
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008.  The
confirmatin hearing on the Debtor's plan began April 24, 2008.  
(New Century Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


NIAGARA VINTNERS: Sale Deal with Diamond to Close Tomorrow
----------------------------------------------------------
Diamond Estates Wines & Spirits on June 27, 2008, obtained
approval from a Canadian court to buy the assets of Niagara
Vintners Incorporated, says Monique Beech of The Standard News in
St. Catharines.  The sale deal is set to close tomorrow, July 8,
2008.

On Feb. 25, 2008, pursuant to an Order of the Ontario Superior
Court of Justice, Deloitte & Touche Inc. was appointed as interim
receiver and receiver and manager of all of the assets,
undertakings and properties of Niagara Vintners Incorporated.  On
June 18, 2008, Niagara Vintners filed an assignment in bankruptcy
and Deloitte & Touche was appointed as trustee.

Diamond intends to continue Niagara Vintners' 20 Bees brand, which
was launched in August 2006, Standard quotes Diamond president and
chief executive officer, Murray Marshall, as saying.

Included in the sale is the Debtor's 30-acre lot in Niagara Stone
Road, with a vineyard, production facility, equipment and wine
inventory, Standard notes.  Acquiring that property will allow
Diamond to gain Niagara-on-the-Lake presence and expand its wine
empire, the report says.  Diamond expects to increase its wine
production from 105,000 cases to 135,000 cases this year owed to
the new acquisition, Standard relates, citing Mr. Marshall.

Mr. Marshall refuse to disclose the purchase price, according to
Standard.  However, Standard reports that the property is worth
C$32.8 million.

Standard reveals that Niagara Vintners owes several creditors
about C$39.59 million, including C$19 million to the Bank of Nova
Scotia.  According to the report, proceeds of the sale is enough
to cover bank debts leaving about C$12 million for unsecured
creditors, Robert Bougie at Deloitte & Touche said.

                    About Diamond Estates Wines

Founded by Marshall and partner Andrew Green, Diamond Estates
Wines & Spirits Ltd. was formed in early 2000 by combining Boka
Wines & Spirits Ltd. of Toronto with the acquisitions of Birchwood
Estate Wines and Lakeview Cellars Estate Winery Ltd., each in
Niagara.

The private company has 91 employees and offices in Vancouver,
Calgary, Toronto, Montreal and Halifax.

                      About Niagara Vintners

Niagara Vintners Incorporated runs 20 Bees -- --
http://www.20bees.com/-- a 100% homegrown winery located in  
Ontario's Niagara region, right near the little town of Virgil.  
All 20 Bees wines are VQA, made from local grapes that are
harvested by local growers.  These local growers also make the 20
Bees wines.  It established Canada's first winery cooperative, the
Niagara-on-the-Lake, that offers Vintners Quality Alliance wines
for only $13 per bottle.  It faced mounting debts, dropping
revenues, and lack of leadership.  The company defaulted on its
bank loan and was under court-approved receivership in Feb. 25,
2008.


NOVASTAR MORTGAGE: Moody's Junks Ratings of Tranches from ARM Deal
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 10
tranches from NovaStar 2006-MTA1, an Option ARM transaction.  
Four tranches remain on review for further possible downgrade.

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

Complete rating actions are:

Issuer: NovaStar Mortgage Funding Trust Series 2006-MTA1

  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba1 from Aa2
  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa1
  -- Cl. M-9, Downgraded to Ca from Baa2
  -- Cl. M-10, Downgraded to Ca from Ba1


NUTRITIONAL SOURCING: Exclusive Plan Filing Deferred Conditionally
------------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court
for the District of Delaware conditionally extended the exclusive
period within which Nutritional Sourcing Corporation and its
debtor-affiliates may:

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

   b) solicit acceptances of that plan until Oct. 1, 2008.

The exclusive periods, Judge Walsh explained, is extended provided
that:

   i) the Debtors will not file any Chapter 11 plan
      of liquidation, which is unacceptable to the Official
      Committee of Unsecured Creditors before July 18, 2008,
      and

  ii) the Committee will not plea to modify the Debtors'
      exclusive right to file a plan before July 18, 2008.

As reported in the Troubled Company Reporter on June 23, 2008, the
Debtors asked the Court to extend the exclusive period to file a
Chapter 11 plan until Aug. 15, 2008, and solicit acceptances of
that plan until Dec. 6, 2008.  The requested extension is expected
to allow, among other things, the completion of the sale of the
Debtors' remaining assets, their Blockbuster Inc. franchise and
attendant real property leases.

Judge Walsh will continue hearing the Debtors' request on July 18,
2008, at 2:00 p.m.

The Debtors' exclusive period to file a Chapter 11 plan will
expire on July 7, 2008, Monday.

                  About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent
the Official Committee of Unsecured Creditors.  The company has
disclosed $130.8 million in assets and debt totaling $266.5
million with the Court.


OMNI FINANCIAL: Has Until December 29 to Meet Price Bid Standard
----------------------------------------------------------------
Omni Financial Services Inc. received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market notifying that the
company failed to comply with Nasdaq's minimum bid price
requirement for continued listing set forth in Nasdaq Marketplace
Rule 4450(a)(5).

Omni Financial Services, the bank holding company for Omni
National Bank failed to meet the Marketplace Rule 4450(e)(2),
which requires companies to maintain a minimum closing bid price
of $1.00 per share.  In accordance with rule, the company will be
provided 180 calendar days, or until Dec. 29, 2008, to regain
compliance.

If, at anytime before Dec. 29, 2008, the bid price of the
company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, the staff will provide
written notification to the company that it has achieved
compliance with the rule.

If the company does not regain compliance with the rule by
Dec. 29, 2008, the company's common stock is subject to delisting.  
At that time, the company may appeal the staff's determination to
delist its securities to a listing qualifications panel.

                About Omni Financial Services Inc.

Headquartered in Atlanta, Georgia, Omni Financial Services Inc.
(NASDAQ:OFSY) -- http://www.onb.com.--  is a bank holding company  
that provides a full range of banking and related services through
its wholly owned subsidiary, Omni National Bank, a national bank
headquartered in Atlanta, Georgia.  Omni has one full service
banking location in Atlanta, one in Dalton, Georgia, four in North
Carolina, one in Chicago, Illinois, one in Dallas, Texas, one in
Houston, Texas and one in Tampa, Florida.  In addition, Omni has
loan production offices in Charlotte, North Carolina, Birmingham,
Alabama, and Philadelphia, Pennsylvania. Omni provides traditional
lending and deposit gathering capabilities, well as an array of
financial products and services, including specialized services
such as community redevelopment lending, small business lending
and equipment leasing, warehouse lending, and asset-based lending.

                      Defer Interest Payment

On June 13, 2008, Omni Financial elected to defer interest
payments due on its trust preferred junior subordinated debt for
an initial period of up to 4 quarters and has provided notice to
the respective trustees, U.S. Bank Trust for Omni Statutory Trust
II and Wilmington Trust Company for Omni Statutory Trusts III and
IV.

The company has the ability under the trust indentures to defer
interest payments for up to 20 quarters, or through June 2013,
with a continuation of on-going, appropriate notice to the
respective trustees.  

                          *      *      *

As reported in the Troubled Company Reporter on May 16, 2008,
Omni Financial Services said has delayed filing its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2008,
because completion of the audit and financial statements for the
year ended Dec. 31, 2007 is subject to resolution of issues
relating to certain valuation assertions in such financial
statements.  The ultimate resolution of these issues will also
impact the financial results for the quarter ended March 31, 2008.

The primary issue relates to documentation supporting valuation
assertions of other real estate owned held by the company.
The OREO was acquired through foreclosure of properties that
collateralized loans in the Community Development Lending
Division.  The company is working with its independent registered
public accounting firm to resolve these issues but the timing of
the resolution is currently unknown.  These valuation assertions
materially affect OREO and the provision for and the allowance for
loan and lease losses, which in turn impacts both earnings and
capital.  Therefore, the company cannot reliably quantify the
results of operations for 2007.


PENN NATIONAL: Merger Termination Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service disclosed that Penn National Gaming,
Inc's ratings will remain on review for downgrade following the
company's statement that it has terminated its merger agreement
with PNG Acquisition Company, an entity indirectly owned by
certain funds managed by affiliates of Fortress Investment Group
LLC and Centerbridge Partners, L.P.

In connection with the termination, Penn National will receive
$1.475 billion of cash consisting of a $225 million cash
termination fee and purchase of a $1.25 billion Penn National zero
coupon redeemable preferred stock due 2015 by affiliates of
Fortress Investment, affiliates of Centerbridge Partners,
affiliates of Wachovia, and affiliates of Deutsche Bank.

Penn National publicly stated that it 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 other uses including the
repurchase of common stock.  In addition to the termination
announcement, Penn National disclosed that its Board of Directors
authorized a $200 million common stock repurchase program.

The review for downgrade considers the limited detail available at
this time regarding Penn National's future financial and operating
strategy, as well as the specific use of the net proceeds from the
termination fee and the preferred stock investment.  Moody's
expects to meet with Penn National management in the near-term to
discuss the company's plans going forward.

The review process will consider Penn National aggressive
financial policy evidenced by the company's previous decision to
enter into a highly leveraged buy-out agreement.  Other factors
that will be taken into account include Moody's negative outlook
for the US gaming sector and the impact that unfavorable economic
conditions might have on Penn's casino properties going forward.

At the same time, Penn National's strong operating history and
large and well diversified asset based will also be taken into
account.

Ratings on review for downgrade include:

  -- Ba2 corporate family rating;
  -- Ba2 probability of default rating;
  -- Ba2 (LGD-3, 43%) senior secured credit rating;
  -- B1 (LGD-6, 91%) guaranteed senior subordinated note rating;
  -- B1 (LGD-6, 95%) senior subordinated note rating.

Penn National was originally placed on review for possible
downgrade on June 15, 2007 in response to the company's statement
that it entered into a definitive merger agreement with Fortress
investment and Cambridge.  The transaction was valued at $67 per
share or $8.9 billion including the planned repayment of
$2.8 billion of Penn National's outstanding debt.

Penn National Gaming owns and operates gaming and racing
facilities.  The company presently operates 19 facilities in 15
jurisdictions, including Colorado, Florida, Illinois, Indiana,
Iowa, Louisiana, Maine, Mississippi, Missouri, New Jersey, New
Mexico, Ohio, Pennsylvania, West Virginia, and Ontario.  Net
revenues for the 12-month period ended March 31, 2008 were about
$2.5 billion.


PIPER RESOURCES: Says No Changes to June 16 Default Status Report
-----------------------------------------------------------------
Piper Resources Ltd. reports that further to the company's Notice
of Default as disclosed on May 21, 2008, and the company's Default
Status Reports as disclosed May 29, 2008 and June 16, 2008, the
company's bi-weekly default status report pursuant to Appendix B
of the Canadian Securities Administrators Staff Notice 57-301, has
no changes otherwise required to be disclosed in the company's bi-
weekly default status report.

The bi-weekly status report released on June 16, 2008, contains:

   1. Except as included in the Default Status Report contained in
      the news release dated May 29, 2008, with respect to the
      company's inability to file its Interim Financial Statements
      for the three months ended March 31, 2008, there has been no
      material change in the information contained in the notice
      of default.

   2. There has been no change to any intentions outlined in the
      Notice of Default or previous Default Status Report.

   3. The company will not be able to file the interim statements
      by the required deadline of May 30, 2008, as it must first
      complete the Annual Audited Financial Statements for the
      year ended Dec. 31, 2007.

   4. As disclosed in the Notice of Default contained in a news
      release dated May 21, 2008, the company was granted
      protection from its creditors under the Companies Creditors'
      Arrangement Act until June 12, 2008.  As reported in a news
      release dated June 13, 2008, the CCAA protection was
      extended to July 15, 2008.  Except for the extension of the   
      stay of CCAA protection, there is no other material
      information concerning the affairs of Piper Resources that
      has not been generally disclosed.

                     About Piper Resources Ltd.

Headquartered in Calgary, Alberta, Piper Resources Ltd. is a non-
listed exploration, development and production company pursuing
conventional oil and natural gas opportunities in western Canada.
The company's core areas are focused in the Peace River arch area
of northwestern Alberta, with operated production in the
Gordondale, Pouce Coupe and Sinclair areas.

On Feb. 15, 2008, Piper Resources Ltd. obtained creditor
protection under the Companies Creditors Arrangement Act (Canada)
pursuant to an Order from the Alberta Court of Queen's Bench.  
Piper Resources engaged Tristone Capital Inc. as its financial
advisor to pursue strategic alternatives for the company in
conjunction with the CCAA proceedings.


PRC LLC: Court Okays Deal to Sell Call Center Leasehold to DIRECTV
------------------------------------------------------------------
The U.S. Bankruptcy Court approved an agreement between PRC LLC
and its debtor-affiliates and DIRECTV Inc. that allows DIRECTV to
purchase the Debtors' leasehold on their Huntington call center.

The Debtors leased a call center in Huntington, West Virginia so
that they can provide certain services to DIRECTV, Inc., and its
affiliates.  After the bankruptcy filing, DIRECTV Customer
Services, Inc., an affiliate of DIRECTV Inc. indicated its
interest in acquiring the Debtors' leasehold on the Huntington
Facility, including certain equipment and other personal
property in the premises.

After engaging in significant, arm's-length negotiations, the
Debtors and DIRECTV Customer Services reached an agreement on an
Asset Purchase Agreement, the salient terms of which are:

   (a) The Debtors will assume the Huntington Facility lease and
       assign the lease to DIRECTV Customer; and will be
       responsible for any cure costs associated with the
       assumption and assignment of the Lease to DIRECTV
       Customer, upon approval of the Court and upon closing by
       June 30, 2008;

   (b) DIRECTV Customer Services will purchase the Debtors'
       assets in the Huntington facility for US$0.20 per dollar
       of the assets' book value;

   (c) DIRECTV Customer Services may interview and hire the
       Debtors' employees at the Huntington Facility, who, if
       hired by DIRECTV Customer Services, will be compensated
       according to a tiered-rate schedule ranging from US$1,000
       to US$2,500 per employee based on the number of employees
       ultimately hired by the DIRECTV Customer Services; and

   (d) The minimum total consideration to the Debtors under the
       Purchase Agreement is US$450,000.

A full-text copy is of the DIRECTV Purchase Agreement available
at http://researcharchives.com/t/s?2e13

According to a report by WOWKTV.COM, DIRECTV will employ more
than 550 customer service representatives and supervisors, and
will provide support to more than 17,000,000 customers, as
DIRECTV celebrates the grand opening of the Huntington Facility.

                           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)


PRO-ACTIVE COMMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pro-Active Communications Fresno, LLC
        7829 East Highland Ave.
        Scottsdale, AZ 85251

Bankruptcy Case No.: 08-08206

Type of Business: The Debtor owns and operates a radio station.

Chapter 11 Petition Date: July 3, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Joel F. Newell, Esq.
                  Email: j.newell@cplawfirm.com
                  Carmichael & Powell, P.C.
                  7301 N. 16th St.
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  http://www.cplawfirm.com/

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

A copy of Pro-Active Communications Fresno, LLC's petition is
available for free at:

      http://bankrupt.com/misc/azb08-08206.pdf


PROGRESSIVE MOLDED: Seeks Court OK to Hire Paul Weiss as Attorney
-----------------------------------------------------------------
Progressive Molded and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Paul, Weiss, Rifkind, Wharton & Garrison LLP as their attorneys in
connection with the prosecution of their Chapter 11 cases and the
performance of legal services.

Paul Weiss is expected to:

   (a) advise the Debtors with respect to their powers and duties
       as Debtors and Debtors-in-possession in the continued
       management of their business and properties;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties in interest and advise
       consulting on the conduct of these cases, including all of
       the legal and administrative requirements in the Chapter
       11 cases;

   (c) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions
       commenced under the Bankruptcy Code on their behalf, and
       objections to claims against the estates;

   (d) prepare and prosecute on behalf of the Debtors all
       motions, applications, answers, orders, reports and papers
       necessary to the administration of the estates;

   (e) negotiate and prepare on the Debtors' behalf Chapter 11
       plans, disclosure statements and all related agreements
       and documents and take any necessary action to obtain
       confirmation of plans;

   (f) advise the Debtors with respect to any sale of assets and
       negotiate and prepare related agreements;

   (g) appear in Court and protect the interests of the Debtors'
       estates; and

   (h) perform all other legal services in connection with the
       Chapter 11 cases.

Paul Weiss will be paid on an hourly basis.  Billing rates
currently range from $725 to $975 for partners, $665 to $700 for
counsel, $375 to $625 for associates and $180 to $225 for para-
professionals.

The attorneys who will represent the Debtors in their cases, and
their hourly rates, are:

       Name of Attorney           Hourly Rate
       ---------------            -----------
       Kelly A. Cornish              $975     
       Brian S. Hermann               795      
       Diane Meyers                   700
       Claudia R. Tobler              625
       Christopher A. Jarvinen        625
       Toni Li                        490
       Matthew R. Scheck              375

In addition to the hourly rates, Paul Weiss customarily charges
its clients for all costs and expenses incurred, including
telephone and telecopier toll, mail and express mail, special or
hand delivery charges, document processing, photocopying charges,
travel expenses, expenses for "working meals," computerized
research, and transcription cost, as well as ordinary overhead
expenses.

Paul Weiss also received a retainer amounting to $250,000 in
connection with the preparation of filing the bankruptcy case and  
for the proposed postpetition representation of the Debtors.

Kelley A. Cornish, Esq., a member at Paul Weiss, assures the Court
that his firm do not have any connection with the Debtors, their
affiliates, their creditors, or their attorneys and accountants.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Wants to Hire Young Conaway as DE Counsel
-------------------------------------------------------------
Progressive Molded and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
employ Young Conaway Stargatt & Taylor, LLP, as Delaware counsel,
nunc pro tunc to bankruptcy filing.  

Young Conaway will:

   (a) provide legal advise with respect to the Debtors' powers
       and duties as Debtors-in-possession in the continued
       operation of their businesses and management of their
       properties;

   (b) prepare and pursue confirmation of a plan and approval
       of a disclosure statement;

   (c) prepare on behalf of the Debtors necessary applications,
       motions, answers, orders, reports and other legal
       papers;

   (d) appear in Court to protect the interest of the Debtors;
       and
       
   (e) perform all other legal services for the Debtors as
       necessary.

Young Conaway will seek approval of payment of compensation and
reimbursement of actual, necessary expenses and other charges
upon its filing of appropriate applications for allowance of
interim or final compensation and reimbursement of expenses
pursuant to Sections 330 and 331 of the Bankruptcy Code, the
Bankruptcy and Local Rules.

The principal attorneys and paralegal presently designated to
represent the Debtors and their current standard hourly rates
are:

       Name of Attorney           Hourly Rate
       ---------------            -----------
       Pauline K. Morgan             $545
       Joseph M. Barry                390
       Donald J. Bowman, Jr.          305     
       Nathan D. Grow                 260
       Frank Grese                    240     
       Kimberly A. Beck               175

Young Conaway received $475,000 in retainer fee in connection with
the planning and preparation of initial documents and its proposed
postpetition representation of the Debtors.

Pauline K. Morgan, Esq., a partner at Young Conaway, assures the
Court that her firm is a "disinterested person" as defined in
Section 101(4) of the Bankruptcy Code.  The firm and its partners
are not creditors, equity holders, and do not hold an interest
adverse to the Debtors' estates.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Taps Conway Mackenzie as Financial Advisor
--------------------------------------------------------------
Progressive Molded Products Inc., Progressive Marketing,
Inc., THL-PMPL Holding Corp., Progressive Moulded Products
Limited, and their affiliates ask the U.S. Bankruptcy Court for
the District of Delaware for consent to employ Conway Mackenzie,
Inc. as their financial advisor, nunc pro tunc to bankruptcy
filing.

Guy B. Prentice, chief financial officer of Progressive, relates
CM&D has extensive experience in providing financial advisory
services to to financially distressed companies, including those
in automotive industry, and has excellent reputation for services
rendered.  As a result of its engagement to the Debtors, CM&D has
developed a great deal of institutional knowledge regarding the
Debtors' operations, finances and systems.

As advisor, CM&D will:

   (a) assist the Debtors' management, board, and outside
       advisors and counsel in evaluating alternative strategies
       to maximize enterprise and stakeholder value, working with
       the Debtors' investment banker to ensure that CM&D's
       efforts and fees are not duplicative.  This activity will
       be undertaken with the intent of providing proper context
       within which to develop strategies and tactics for dealing
       with the Debtors' major customers;

   (b) provide analytical assistance related to financial
       projections, cash management, commercial issues and
       liquidity, and develop alternative strategies for
       addressing the immediate and near term cash requirements
       of the business;

   (c) assist the Debtors in developing a customer strategy and
       execution of same with the goal of maximizing enterprise
       and stakeholder value.  

   (d) assist the Debtors in evaluating various alternatives
       for restructuring the balance sheet and underlying
       operations of the Debtors' business;

   (e) assist the Debtors in planning, preparing for and
       executing, one or more bankruptcy proceedings (CCAA and
       Chapter 11) to effectuate the alternatives developed.
       This includes addressing resource requirements and risk
       mitigation during the proceedings in close coordination
       with the Debtors' legal counsel; and
     
   (f) provide other assistance as may be requested and directed
       by the Debtors that is within CM&D's expertise to provide.

CM&D's services will be based on hourly rates ranging from $115
for paraprofessionals to $695 for the senior managing director.  
The firm's current standard rates are:

       Name of Attorney           Hourly Rate
       ---------------            -----------
       Donald S. MacKenzie           $695
       John P. Kotas                  395
       Mandy W. Townsend              315
       Daniel S. Stocker              275
       Kristy A. Druskinis            110

Pursuant to the Engagement Letter CM&D received a retainer
aggregate amount of $250,000 in connection with the prepetition
planning and preparation of initial documents and its proposed
postpetition representation of the Debtors.

In addition to the payment of fees, the Debtors have also agreed,
in the Section of the Engagement Letter, to indemnify and hold
harmless CM&D and its subsidiaries and affiliates, and their
respective past, present and future officers, directors,
shareholders, partners, employees, agents, successors, heir and
assigns from and against any losses, claims, damages or
liabilities.

Donald S. MacKenzie, a partner of CM&D, assures the court that his
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Wants Miller Buckfire as Investment Banker
--------------------------------------------------------------
Progressive Molded Products Inc. and its debtor affiliates seek
the U.S. Bankruptcy Court for the District of Delaware's
permission to employ Miller Buckfire & Co., LLC, as investment
banker.

In March 2008, the Debtors retained Miller Buckfire to serve as
their financial advisor and investment banker in connection with
their ongoing restructuring efforts.  Since that time, it has
assisted the Debtors in:

   (a) analyzing current liquidity and projected cash flows;

   (b) developing their strategic plan and financial projections;

   (c) evaluating their restructuring alternatives;

   (d) negotiating with various stakeholders with respect to
       financial and restructuring alternatives and terms of
       potential restructuring agreements;

   (e) discussions with certain key customers regarding their
       existing contracts and potential new support and
       accommodation agreements;

   (f) obtaining the support of the Debtors' Prepetition First
       Lien Lenders for restructuring and participated in
       numerous discussions and meetings with their legal and
       financial advisors;

   (g) negotiating a potential commitment from the Debtors'
       Prepetition First Lien Lenders for debtor-in-possession
       financing; and

   (h) obtaining the support of the holders of the Debtors'
       Prepetition Second Lien Secured Notes and Mezzanine
       Notes, along with the Debtors' equity owners, for a
       consensual restructuring.

As a result of the prepetition work that Miller Buckfire
performed on behalf of the Debtors, it has acquired significant
knowledge of the Debtors and is familiar with the Debtors'
financial affairs, debt structure, economic interest and
positions of key constituents, operations and related matters.  

As financial advisor and investment banker, Miller Buckfire will:
     
   (1) provide advise and assistance to the Debtors in developing
       and seeking approval of a financial restructuring;

   (2) provide advice and assistance to the Debtors in
       structuring any new securities that may be issued under a
       plan;

   (3) assist the Debtors or participate in negotiations with
       entities or groups affected by a plan;

   (4) provide advice and assistance to the Debtors in connection
       with any potential sale, identifying and contacting
       potential acquirors;

   (5) assist the Debtors or participate in negotiations with
       potential acquirors; and

   (6) participate in hearings before the Bankruptcy Court with
       respect to the matters upon which Miller Buckfire has
       provides advice.

Miller Buckfire will be paid:

   (a) a $150,000 monthly advisory fee,

   (b) a $4,500,000 restructuring transaction fee, contingent
       upon the consummation of a restructuring by the Debtors,

   (c) a sale transaction fee equal to 1% of the aggregate
       consideration received by the Debtors pursuant to a sale,
       and

   (d) a financing fee equal to:

       -- 1% of the gross proceeds of any indebtedness issued
          that is secured by a first lien;

       -- 3% of the gross proceeds of any indebtedness issued
          that (x) is secured by a second or more junior lien,
          (y) is unsecured or (z) is subordinated; and

       -- 5% of the gross proceeds of any equity or equity-linked
          securities or obligations issued.

The Debtors also request a partial waiver of certain requirements
under Local Rule 2016-2 to authorize Miller Buckfire to maintain
time records in half-hour increments.  Although Miller Buckfire
does not typically charge for its services on an hourly basis, it
will still maintain records of time spent by its professionals in
connection with the rendering of services for the Debtors by
category and nature of the services rendered.  

The Engagement Agreement signed by the Debtors and the firm also
provides that the Debtors will indemnify, hold harmless and
defend Miller Buckfire unless the loss, damage or expense claim
is caused by the willful misconduct or gross negligence.

Ronen A. Bojmel, managing director of Miller Buckfire, assures
the Court that his firm is a "disinterested person", whose
professionals and employees are not creditors, equity security
holders or insiders of the Debtors and do not have interest
materially adverse to the Debtors.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq., at Bennett Jones LLP serves as his
solicitor.


PROPEX INC: Court OKs Sale of Alto Biz to Lumite Inc. for $3.1MM
----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Tennessee, Southern Division, authorized Propex Inc. and its
debtor-affiliates on June 25, 2008, to sell their manufacturing
facility in Alto, Georgia, free and clear of all liens and claims
to Lumite, Inc. for $3,100,000, pursuant to the terms of an
amended Asset Purchase Agreement between the parties.

Propex manufactured fabrics for trampolines, swimming pool
covers, industrial filtration, D.E. filtration, and miscellaneous
government requirements at its Alto, Georgia facility.

Lumite's purchase of the 226,200-square-foot facility is on an
"as is, where is" basis.  As previously reported, Lumite is 50%
owned by Thrace Plastics Co. S.A., a Greek company engaged in the
production and trade of plastics, textiles and packaging
materials primarily throughout Europe.

The Debtors and Lumite amended the APA on June 23, 2008, to
incorporate certain changes in:

   -- the list of contracts to be assumed by the Debtors and
      assigned to Lumite was replaced with an updated list;

   -- the list of excluded equipment that will not be transfered
      to Lumite was deleted and updated; and

   -- the list of purchased assets to be transferred to Lumite
      was replaced with an updated list.

A full-text copy of the Amended Lumite APA is available for free
at http://bankrupt.com/misc/PROPEX_AmendedLumiteAPA.pdf

The Court held that Lumite will have sole responsibility for
paying any amounts due under Sections 365(b)(1)(A) and (B) of the
Bankruptcy Code, in connection with the assumption and
assignment of the Assumed Contracts, Licenses, Contracts and
Leases.  Each non-debtor party to the Assumed Contracts,
Licenses, Contracts and Leases will be forever barred from
asserting any cure amounts against the Debtors.

The Hon. John Cook also authorized the Debtors to pay at, or
promptly following, the Closing, all real property taxes accrued
during the 2007 calendar year, and any unpaid real estate taxes
from prior calendar years, that encumber or otherwise constitute a
lien on the Alto Business.

All objections to the Alto Business Sale Motion, that have not
been withdrawn, waived, or settled are overruled on the merits,
Judge Cook stated.

The Internal Revenue Service objected to the sale on June 19,
2008, on the grounds that the Debtors may have a substantial
prepetition liability to the IRS relating to their pension plans.  
The IRS also asserted that the Debtors must provide for the
resulting capital gains tax to be paid at closing to the IRS.

                       Additional Provisions

On and after the Closing, Judge Cook authorized and directed each
of the Debtors' creditors to execute documents and take all other
actions as may be reasonably necessary to release its Liens or
Claims, if any, against the Alto Business.

The Court also directed the Debtors to pay the net proceeds from
the Sale to BNP Paribas, as administrative agent for the Lenders.
BNP Paribas will apply the Sale Proceeds in accordance with the
Superpriority Debtor-in-Possession Credit Agreement approved
by the Court on Feb. 13, 2008.

According to a report from Bloomberg News, a former manager of
the Debtors is one of the equity owners in Lumite.  However,
Bloomberg did not identify the former manager.

"The acquisition of the [Alto Business] directly supports our
objectives to increase production capacity and to further expand
the company's US market," Ron Rooks, president of Lumite, told
Textile World.  "The purchase is in perfect accordance with
Lumite's and Thrace Plastics' mutually ambitious pursuit of an
evolving geosynthetics industry.  This is an excellent example of
how we plan to meet the evolving global market demand with a
unified, aggressive approach."

The Court will convene a hearing on objections filed by any non-
debtor counter-party to an executory contract added to the APA by
virtue of the Amendment, at a later date.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROPEX INC: Court Authorizes Funding Payments Under Pension Plans
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
authorized -- but did not direct -- Propex Inc. and its debtor-
affiliates to pay the minimum funding payments as they come due
under the Propex Inc. Cash Value Retirement Plan and a Propex Inc.
Balance Retirement Plan, as originally established by AMOCO
Fabrics and Fibers Company in 1993.  However, the Hon. John Cook
made no determination as to the nature, amount, priority or lien
status of any claims related to the Pension Plans.

The Debtors are not required to seek further Court authority to
pay the minimum funding payments set forth in a schedule that
they provided to the Official Committee of Unsecured Creditors
BNP Paribas on May 29, 2008.

In the event that the Creditors Committee or BNP Paribas object
to any minimum funding payment, they must do so in writing, no
later than 30 days before the next scheduled funding date.  
Objections must be set for hearing prior to the next scheduled
funding date.

In the event that either the Creditors Committee or BNP Paribas
file an objection, the Debtors will not be authorized to make any
payments that are the subject of the objection without Court-
order.  In the event that the Court overrules the objection, the
Debtor will be authorized but not required to make that Minimum
Funding Payment.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


RITE AID: Sets Terms for $470MM Offering of 10.375% Senior Notes  
----------------------------------------------------------------
Rite Aid Corporation disclosed the terms of an offering of
$470 million aggregate principal amount of 10.375% senior secured
notes due 2016, $45 million more than disclosed, pursuant to an
effective shelf registration statement filed with the Securities
and Exchange Commission.

Rite Aid intends to use the net proceeds from the offering,
borrowings under a new $350 million senior secured term loan,
which is permitted under the accordion feature in Rite Aid's
existing senior secured credit facility, and borrowings under its
revolving credit facility to fund the purchase price, accrued
interest, consent payment and related fees and expenses with
respect to its tender offers and consent solicitations for any and
all of its 8.125% Senior Secured Notes due 2010 (CUSIP 767754BFO),
9.25% Senior Notes due 2013 (CUSIP 767754BH6) and 7.5% Senior
Secured Notes due 2015 (CUSIP 767754BK9) and to redeem any 2015
Notes that remain outstanding following the completion of the
Tender Offers.

Rite Aid disclosed that it received the requisite consents
relating to each series of the Tender Offer Notes to execute
supplemental indentures to effect certain proposed amendments to
the indentures governing the Tender Offer Notes pursuant to the
Offer to Purchase and Consent Solicitation Statement dated June 4,
2008.

Rite Aid also has extended the expiration date for the Tender
Offers, which had been scheduled to expire on July 1, 2008,
midnight, New York City time to 5:00 p.m., New York City time, on
July 8, 2008.

As of 5:00 p.m., New York City time, on June 30, 2008,
$344,339,000 aggregate principal amount of the outstanding 2010
Notes, $143,140,000 aggregate principal amount of the outstanding
2013 Notes and $199,499,000 aggregate principal amount of the
outstanding 2015 Notes had been tendered.

The Offering, Tranche 3 Term Loan and each of the Tender Offers
are expected to close concurrently on or about July 9, 2008,
subject to customary closing conditions.

Citi is acting as sole book-running manager for the Offering. Banc
of America Securities LLC is acting as co-manager for the
Offering.

Copies of the prospectus and prospectus supplements related to the
Offering may be obtained from:

     Citi's Prospectus Department
     Brooklyn Army Terminal
     140 58th Street, 8th Floor
     Brooklyn, New York 11220
     Tel (718) 765-6732)

Questions from holders regarding the Tender Offers or requests for
additional copies of the Offer to Purchase or other related
documents may be directed to:

     Global Bondholder Services Corporation
     Information Agent
     65 Broadway, Suite 723
     New York, New York 10006
     Tel (866) 488-1500 (toll free)
         (212) 430-3774 (call collect)

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain         
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Jun 10, 2008,
Moody's Investors Service assigned a Caa2 (LGD6, 95%) rating to
Rite Aid Corporation's new $158 million 8.5% convertible notes and
affirmed the company's existing long-term debt rating.  At the
same time, the company's outlook was revised to negative and its
speculative grade liquidity rating was lowered to SGL-4 from
SGL-3.d


ROBERT BERWICK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert Jeffrey Berwick
        5000 Town Center, #3303
        Southfield, MI 48075

Bankruptcy Case No.: 08-56188

Chapter 11 Petition Date: July 3, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtors' Counsel: Gary A. Hansz, Esq.
                   (gah@wwrplaw.com)
                  Williams Williams Rattner & Plunkett, P.C.
                  380 N. Old Woodward Avenue, Suite 300
                  Birmingham, MI 48009
                  Tel: (248) 642-0333
                  Fax: (248) 642-0856
                  http://www.wwrplaw.com/

Estimated Assets: $1 million to $10 million

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/micheb08-56188.pdf

                       
ROCKY MOUNTAIN: Sells Motel Suites to New Century for $4.2MM
------------------------------------------------------------
Bruce Rahmani, owner of Rocky Mountain Hospitality Services, Inc.,
sold his 71-room motel Comfort Suites Southwest to New Century
Properties, LLC, for $4.2M, according to the Denver Business
Journal.

Bruce Rahmani is a hotelier and restaurateur.  He also owns U.S.
Motels Airport, Inc., which filed for bankruptcy protection in the
United States Bankruptcy Court for the District of Colorado on May
3, 2004.

Rocky Mountain Hospitality Services, Inc., filed a voluntary
bankruptcy petition under Chapter 11 of the United States
Bankruptcy Code with the United States Bankruptcy Court for the
District of Colorado on July 5, 2005.  When the Debtor filed for
bankruptcy, it listed assets and liabilities of both between
$100,000 and $500,000.


SABINO VILLALOBOS: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sabino Villalobos
        dba World Innovation Marketing
            World Innovations Marketing
        Suite 481, 11054 Ventura Blvd.
        North Hollywood, CA 91604

Bankruptcy Case No.: 08-14281

Chapter 11 Petition Date: June 25, 2008

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Steven Earl Smith, Esq.
                  20969 Ventura Blvd Ste 230
                  Woodland Hills, CA 91364
                  Tel (818) 430-7770
                  Email sesmithesq@aol.com

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

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

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

     http://bankrupt.com/misc/cacb08-14281.pdf


SALTON INC: Proposed United Pet Deal Cues S&P to Put 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Service assigned its 'B+' corporate
credit rating to Mirmar, Florida-based small appliance
manufacturer Salton Inc.  This rating incorporates Salton's
proposed acquisition of the United Pet Group, the global pet
business of Spectrum Brands Inc. (CCC+/Watch Pos/--), along with
UPG's subsidiary Applica Pet Products LLC, which will become
wholly owned by Salton.  Pro forma for the transaction, S&P
estimate total debt at Salton to be about $573 million.  The
outlook on Salton is stable.
     
Applica Pet has a 'B+' corporate credit rating with a stable
outlook.  It also has a 'BB' senior secured bank loan rating with
a '1' recovery rating, indicating the expectation for very high
(90%-100%) recovery of principal in the event of a payment
default.  Applica Pet will become wholly owned by Salton after the
acquisition of Spectrum.  Salton will operate and manage the pet
business as a separate business unit.
     
"The Salton rating incorporates the Applica Pet and UPG businesses
and debt associated with the planned transaction," said Standard &
Poor's credit analyst Susan H. Ding.  "Should this transaction not
close, we would either reassess or withdraw the ratings on
Salton."


SAND TECH: April 30 Balance Sheet Upside-Down by C$1,121,735
------------------------------------------------------------
SAND Technology Inc. reported on Monday results for the three-
month period ended April 30, 2008.

At April 30, 2008, the company's consolidated balance sheet showed
C$3,324,790 in total assets and C$4,446,525 in total liabilities,
resulting in a C$1,121,735 total stockholders' deficit.

The company's consolidated balance sheet at April 30, 2008, also
showed strained liquidity with C$3,168,586 in total current assets
available to pay C$3,984,744 in total current liabilities.

The company reported net income for the third quarter of fiscal
year 2008 of C$8,441 on revenues of C$1,905,984 compared with a
net loss of C$753,440 on revenues of C$1,559,407 for the third
quarter of fiscal year 2007.

"SAND is delighted to report that the company has had a profitable
third quarter.  The improvement in our net results in comparison
to the same period last year reflects the changes we have made to
the company to position it for growth in the years ahead," said
Arthur Ritchie, president and chief executive officer of SAND.

"With the new array of functionality introduced in our product
line, we are anticipating increased market interest in our
SAND/DNA products, including the new SAND/DNA for SAP BI offering.
We are particularly encouraged by the signing of Procter and
Gamble for our SAND/DNA for SAP BI product, and the recent multi-
million dollar contracts signed in the Financial Services
sector.  Also, we have been notified that SAND/DNA is one of the
software components included in a very large award that has been
granted to one of the world's largest Systems Integrators for a
solution to be installed in US government organizations over the
next decade," Mr. Ritchie added.  

"We are optimistic that the continued growth of our global partner
ecosystem, along with more aggressive marketing efforts including
participation in events such as SAP Sapphire with Sun, TDWI,
Storage Expo with Sun, and various webinars and seminars with
other partners such as SAP, HP, Cap Gemini, and Sapient, will help
us to realize our potential", he concluded.

                      About SAND Technology

Based in Westmount, Quebec, Canada, SAND Technology Inc. (OTC BB:
SNDTF) is an international provider of intelligent information
management software.  The SAND/DNA product suite scales to help
any size enterprise cope with exploding data requirements, now and
into the future.  SAND/DNA Access allows for retaining all
potentially relevant data in a tiny footprint while providing
instant access to just what's required.  SAND/DNA Analytics allows
for complex what-if analysis to meet any planned and unplanned
business need.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  

SAND Technology has offices in the United States, Canada, the
United Kingdom and Central Europe.


SHARPER IMAGE: Objects to Customers' Request to Lift Stay
---------------------------------------------------------
The Sharper Image Corp., joined by the Official Committee of
Unsecured Creditors, assert that Tyler Stevens and Joe Henry
Duran, Jr., must demonstrate that "cause" exists for the court to
lift the automatic stay.

Messers. Stevens and Duran, plaintiffs in a coordinated state
court litigation against the Debtor in the Superior Court of
California, San Diego County, asks the U.S. Bankruptcy Court for
the District of Delaware to lift the automatic stay to allow them
to move forward with the action until their claims are resolved.

The Action alleges that the Debtor violated Section 1747.08 of
the California Civil Code by and through its practices of
utilizing an "Address Capture Policy," which, according to the
complaint, placed California consumers at risk for harassment,
identity theft, and credit card fraud.  The complaint further
alleges that the Debtor unlawfully requested and recorded
hundreds of thousands of its California customers' addresses and
credit card numbers during credit card transactions to create a
massive marketing database for the Debtor's own benefit.

                Debtor, Committee Object

According to Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rice, PLLC, in  Wilmington, Delaware, Mr. Stevens and
Mr. Duran cannot demonstrate that cause exists to lift the stay.  
The Debtor is a liquidating estate with little time, resources,
or personnel remaining to engage in protracted litigation.  If
the stay is lifted, it is likely that the Debtor cannot defend
the action in state court, which could severely prejudice the
estate and its creditors, and delay the claims resolution
process.

On the other hand, Mr. Stevens and Mr. Duran can demonstrate no
prejudice if their request is denied, Mr. Kortanek states.  For
instance, their personally identifiable information will be
protected consistent with Section 363 of the Bankruptcy Code, and
their remaining claims can be expeditiously resolved in the
claims reconciliation process.

Additionally, Mr. Kortanek maintains, Mr. Stevens and Mr. Duran
cannot show a likelihood of success in the underlying action, nor
can they demonstrate that the Putative Class can be certified.  
They cannot demonstrate that the factors determining the
existence of a "cause" weigh in their favor.  Accordingly, the
request for stay relief should be denied, Mr. Kortanek asserts.

                   About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware will convene a hearing on July 16, 2008, at 11:00
a.m., to consider approval of the request of The Sharper Image
Corp. to extend its exclusive plan proposal period.

(Sharper Image Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


SOLAR COSMETIC: Sale Hearing of IP Rights Slated for July 14
------------------------------------------------------------
Solar Cosmetic Labs Inc. and Solar Packaging Corp. asked
permission from the Hon. Laurel Isicoff of the U.S. Bankruptcy
Court for the Southern District of Florida to sell certain of
their intellectual property rights relating to the "Body & Earth"
and "Green Canyon Spa" product lines.

The Body & Earth product line was originally founded in 1997 to
balance factory under-utilization at Solar Cosmetic during the
fall and winter months.  At that time, all of Solar Cosmetic's
production was handled in-house at its factory headquarters.  In
2003, Solar Cosmetic shifted all Body & Earth production to China
to reduce costs.  Body & Earth products consisted of a complete
line of bath, skin, and spa products.  The brand line deployed a
mix of products in two forms bundled gift sets and individual
open-stock items.  In 2007, Body & Earth's seasonal gift sets
constituted 90% of total sales and open stock 10%.

On July 2, 2008, Solar Cosmetic and Fujian Shuangei Daily
Chemicals Co. (China) entered into an asset purchase agreement.

The Debtors agreed to sell the Body & Earth and Green Canyon Spa
assets which are limited to intangible rights including trademarks
and related intellectual property rights and goodwill.  The buyer
was the primary vendor for the Body & Earth product line.

The Debtors disclosed that they have no current orders for their
products and the brands have been extensively marketed by them and
an investment banker.

Prior to the bankruptcy filing, the Debtors retained Cross Keys
Capital LLC as investment banker to explore the possibility of a
strategic divestiture of the Body & Earth product line.  Cross
Keys contacted many potential purchasers over several months.

                    Sale Agreement with Fujian

The Debtors, in consultation with Development Specialists Inc. and
the financial advisors of secured creditor, Key Bank, have
determined that the offer of Fujian is fair and reasonable.

Under the sale agreement, the purchase price for the assets will
consist of (i) a $100,000 cash consideration, paid in full at the
time of closing and (ii) buyer's waiver of claim in the amount of
$400,000 on account of prepetition monies owed by the Debtors.

The proposed sale is subject to higher and better offers.

The Court fixed July 14, 2008, at 10:30 a.m. to consider approval
of the sale of the Debtors' assets to Fujian.

The Debtors have financed operations through a revolving line of
credit with Key Bank, pursuant to a second amended and restated
credit and security agreement effective as of Aug. 30, 2004, and
amended and restated as of Nov. 30, 2007.  As of the bankruptcy
filing, Key Bank was owed about $26,200,000 and holds a first
priority lien on substantially all of the Debtors' assets.

                   Sale Deal With Skyview Fails                

Around May 2008, Solar Cosmetic Labs Inc. asked permission from
Judge Isicoff to sell its Body & Earth and Green Canyon Spa sun-
care products units for $200,000, Terry Brennan of The Deal
related.  The Debtor and Skyview Capital LLC entered into a
purchase deal under which the Skyview will pay $125,000 cash and
assume $75,000 of the Debtor's debts, The Deal reported.  Skyview
will also gain the right to earn up to $350,000 from the net sales
of the Debtor's Rite-Aid and Walgreen's stores, the report added.

On June 4, 2008, the Court approved the sale of the assets to
Skyview.  However, Skyview failed to closed the deal.

                       About Solar Cosmetic

Miami Gardens, Florida-based Solar Cosmetic Labs Inc. --
http://www.solarcosmetics.com/-- and --   
http://www.bodyandearth.com/-- manufactures, markets and sells   
perfumes, cosmetics, and other toilet preparations.  Solar
Packaging Corp. is the holder of certain operating licenses and is
a guarantor of certain of Solar Cosmetic's obligations.  

The company and Solar Packaging Corp. filed chapter 11 petition on
May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  
Judge Laurel Isicoff presides the case.  Peter E. Shapiro, Esq.,
at Shutts & Bowen, LLP represents the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors is represented by Jeffrey P. Bast, Esq.  The Debtors'
schedule showed total assets of $13,925,425 and total liabilities
of $50,928,780.


SOLAR COSMETIC: To Sell Assets to Village Suncare for $4 Million
----------------------------------------------------------------
Solar Cosmetic Labs Inc. and its debtor-affiliate asked the Hon.
Laurel Isicoff of the U.S. Bankruptcy Court for the Southern
District of Florida to approve their proposed bidding procedures,
including payment of break-up fee, in connection with a sale of
substantially all of the Debtors' assets.

On June 30, 2008, Solar Cosmetic and The Village Suncare LLC
entered into an asset purchase agreement in connection with the
sale of substantially all of Solar Cosmetic's intangible assets
and certain inventory.

The sale of the assets is subject to higher and better offers.

The agreement provides for these material terms:

   a. The purchaser will pay the seller $4,000,000 in cash;

   b. The buyer will pay the seller (a) for all first quality
      finished goods inventory in the Solar 2009 business plan
      existing as of Aug. 22, 2008, and customer returns at 85% of
      the seller's costs for each item at the sole cost and
      expense of the buyer and (b) for all items of inventory as
      the buyer determines in its sole discretion;

      The buyer will pay the seller for the inventory no later
      than the later of (a) Oct. 31, 2008, for all items
      identified as raw materials an no later than Dec. 15, 2008,
      for all items identified as packaging and finished goods and
      customer returns, or (b) 60 days following receipt by the
      buyer of the items;

   c. The purchaser will also pay up to $2,000,000 based upon 8%
      of total worldwide net sales by the buyer or any affiliate
      relating to assets and business in excess of $16,800,000
      for each of the calendar years ended 2009 through 2012.

   d. The assets to be purchased include customer list, inventory,
      open sales orders, intellectual property rights and data
      and records;

   e. The assets will be conveyed to the purchaser free and clear
      of all liens; and

   f. A closing on or before July 16, 2008, unless extended at the
      request of the parties.

The Debtors have required a good faith deposit of $200,000 to be
given to Shutts & Bowen LLP, the Debtors' counsel.  The agreement
provides for a $120,000 break-up fee payable to the purchaser.

The Court will consider approval of the bidding procedures today
at 1:00 p.m.

                       About Solar Cosmetic

Miami Gardens, Florida-based Solar Cosmetic Labs Inc. --
http://www.solarcosmetics.com/-- and --   
http://www.bodyandearth.com/-- manufacture, markets and sells   
perfumes, cosmetics, and other toilet preparations.  Solar
Packaging Corp. is the holder of certain operating licenses and is
a guarantor of certain of Solar Cosmetic's obligations.  

The company and Solar Packaging Corp. filed chapter 11 petition on
May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  
Judge Laurel Isicoff presides the case.  Peter E. Shapiro, Esq.,
at Shutts & Bowen, LLP represents the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors is represented by Jeffrey P. Bast, Esq.  The Debtors'
schedule showed total assets of $13,925,425 and total liabilities
of $50,928,780.


SOLAR COSMETIC: Joins Key Bank in Opposing Case Conversion Motion
-----------------------------------------------------------------
Solar Cosmetic Labs Inc. and Solar Packaging Corp. told the U.S.
Bankruptcy Court for the Southern District of Florida that the
motion of the Official Committee of Unsecured Creditors to convert
the Debtors' chapter 11 case to a chapter 7 liquidation proceeding
fails to establish the requisite showing "cause."

The Debtors continued that maintaining the highest value of the
business is certainly in the best interest of the estate and all
creditors.  This can be accomplished by allowing the Debtors to
continue to operate with the protections afforded by chapter 11 of
the U.S. Bankruptcy Code, the Debtors pointed.

The Committee's sole basis in attempting to establish cause is
limited to substantial or continuing loss to or diminution of the
estate and the absence of a reasonable likelihood of
rehabilitation.  The Committee's assertion is deficient since the
continuation of the business by the Debtors under bankruptcy
protections has improved the going concern value of the business,
the Debtors said.

During the pendency of the case, recovery for creditors has been
enhanced through the continuation of operations through the
current manufacturing and selling season.  Maintaining the going
concern value of the Debtors' business was made possible through a
debtor-in-possession financing commitment by Key Bank National
Association of up to $2,400,000, which was approved by the Court.

The Debtors, Development Specialists Inc., Key Bank and Capstone
Advisory Group LLC have determined that the value of the Debtors'
business as a going concern is greater than if they were closed
and liquidated.

The Debtors have acknowledged that Key Bank is owed $26,000,000 in
unpaid bank loan secured by substantially all of the Debtors'
assets.  If the Debtors' case were converted to chapter 7, it is
virtually certain that there would be no recovery for unsecured
creditors.

Operating in chapter 11 has preserved the value of the Debtors'
assets through projected sales of its products aggregating up to
$5,800,000 for the current season, the Debtors said.

The Debtors and their advisors have undertaken an expedited
marketing strategy through the solicitation of prospective
investors.  About 150 prospective purchasers have been contacted
and provided with sales teasers, the Debtors said.

              Key Bank's Objection to Case Conversion

Key Bank, the Debtors' primary secured creditor and postpetition
creditor, said that the Committee's motion is devoid of merit.  
The bank added that the Committee's request to convert the
Debtors' case to chapter 7 at this stage of the proceeding is not
in the best interest of creditors and the estate.

The Debtors, the bank said, have continued to operate their
business and produce and ship product since the bankruptcy filing.  
The Debtors continue to pay their ongoing obligations, including
those to suppliers, employees, and taxing authorities.  The bank
said that the Debtors have been generating positive cash flow
under chapter 11.

Key Bank said that the Debtors have been actively marketing their
assets through the help of Development Specialists Inc.  
Conversion to chapter 7 now would destroy these efforts, the bank
asserted.

The bank continued that none of the rights of the Committee, or
the general unsecured creditors it represents, is prejudiced by
the continued administration of the case under chapter 11.

                Committee's Motion to Convert Case

As reported in the Troubled Company Reporter on June 6, 2008,
the Committee contended that certain provisions of the debtor-in-
possession financing entered with Key Bank are defective.  The
Committee pointed out that the agreement allows the bank to get
security interest and superiority claims in the proceeds of the
Debtors' bankruptcy avoidance actions that violates the provisions
under chapter 11.

In addition, the agreement has unreasonable termination provisions
with two to three days to cure certain defaults, which enable the
bank to terminate the agreement without court order, the Committee
added.

The Committee alleged that the agreement will allow the bank to
take control in the liquidation of its collateral, which will
result in the reduction of the Debtor's prepetition debt with
the bank.  The Debtors have sold most of their assets and is
identifying a qualified purchaser for their remaining assets at
present.

Furthermore, the bank has refused to agree to a carve-out under
the agreement for the benefit of the Debtors' unsecured creditors,
the Committee relates.  The absence of funding will limit the
Committee's ability to investigate any potential causes of action
against the bank.

Due to minimal income arising from prepetition sale of their
assets which indicates continuing loss of the Debtors' estate, the
possibility of an effective reorganization is impossible, the
Committee asserted.

                       About Solar Cosmetic

Miami Gardens, Florida-based Solar Cosmetic Labs Inc. --
http://www.solarcosmetics.com/-- and --   
http://www.bodyandearth.com/-- manufacture, markets and sells   
perfumes, cosmetics, and other toilet preparations.  Solar
Packaging Corp. is the holder of certain operating licenses and is
a guarantor of certain of Solar Cosmetic's obligations.  

The company and Solar Packaging Corp. filed chapter 11 petition on
May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  
Judge Laurel Isicoff presides the case.  Peter E. Shapiro, Esq.,
at Shutts & Bowen, LLP represents the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors is represented by Jeffrey P. Bast, Esq.  The Debtors'
schedule showed total assets of $13,925,425 and total liabilities
of $50,928,780.


SOLOMON DWEK: Bids for Two New Jersey Properties Due July 16
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey fixed
July 16, 2008, as the bid deadline for parties intending to buy
Solomon Dwek's NNN Leased K-Mart property and outparcel in W. Long
Branch, New Jersey.  Minimum bid price is set at $6,120,000.

The K-Mart leased property is a 125,000 sg. ft. parcel of lot.  
Annual rent is at $314,500.  The lease expires on May 30, 2011,
with 7 x 5 year options.  The outparcel is a 1,300 sq. ft. single
tenant retail lot.

Charles A. Stanziale, Esq., chapter 11 trustee in the case, is
administering the sale of the properties.

Information can be obtained from:

   Keen Consultants
   The Real Estate Division of KPMG
   Corporate Finance LLC
   Tel: (631) 351-7800
   http://www.keenconsultants.com/

                       About Solomon Dwek

Solomon Dwek is a real estate developer.  Mr. Dwek was accused of
defrauding P.N.C. Bank by depositing a bad $25-million check on
April 24, 2006 and then transferring out most of the money the
next day.

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, around 62 affiliates filed separate chapter 11
petitions.

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.  
Ben Becker, Esq., at Becker, Meisel LLC, represents the Official
Committee of Unsecured Creditors.


SOUTHWEST INDUSTRIAL: Case Summary & Six Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Southwest Industrial Park LLC
        5227 Tara Avenue
        Las Vegas, NV 89146

Bankruptcy Case No.: 08-17311

Chapter 11 Petition Date: July 3, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Kent L. Ivey, Esq.
                  (iveynet@earthlink.net)
                  64 North Pecos Road, Suite 800
                  Henderson, NV 89074
                  Tel: (702) 990-6447
                  Fax: (702) 990-6445

Estimated Assets: Less than $50,000

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

A copy of Southwest Industrial Park LLC's petition is available
for free at:

             http://bankrupt.com/misc/nvb08-17311.pdf


STOCKERYALE INC: To Appeal Nasdaq Decision to Delist Securities
---------------------------------------------------------------
StockerYale Inc. will file an appeal of the Staff Determination to
delist the company's stocks from The NASDAQ Capital Market.

On June 26, 2008, the company received notification from The
NASDAQ Stock Market that the company remains out of compliance
with the $1.00 minimum per share bid requirement for continued
listing.  

The company was originally notified on Dec. 28, 2007, that the
company failed to satisfy the $1.00 minimum bid requirement set
forth in NASDAQ Marketplace Rule 4450(a)(5) and that it had 180
days to cure this deficiency.

The appeal request will automatically stay the delisting until the
panel reaches a decision.  Pending the decision by the panel, the
company's common stock will remain listed under the ticker symbol
"STKR" on The NASDAQ Capital Market.  NASDAQ will hold a hearing
to consider an appeal approximately 45 days after the appeal is
made, and it may take up to 30 days after the hearing to make a
decision.

At the hearing, the company intends to present a plan to regain
compliance with the minimum bid price requirement in order to
maintain its NASDAQ listing.  There can be no assurance that the
Panel will grant the Company's request for continued listing.

The company anticipates that its plan will consist of a request
for additional time, not to exceed 180 days from June 26, 2008,
for the company to regain compliance without effecting a reverse
stock split, provided that if the company does not achieve
compliance by a certain date within this additional time, the
company may effect a reverse split.

The company cannot provide any assurance that the panel will allow
the company to remain listed or that the company's actions will
prevent the delisting of its common stock from The NASDAQ Capital
Market.

                     About StockerYale Inc.

Headquartered in Salem, New Hampshire, StockerYale Inc. (NASDAQ:
STKR) -- http://www.stockeryale.com-- is an independent designer  
and manufacturer of structured light lasers, LED modules, and
specialty optical fibers for industry leading OEMs.  In addition,
the company manufactures fluorescent lighting products and phase
masks.  The company serves markets including the machine vision,
industrial inspection, defense, telecommunication, sensors, and
medical markets.  StockerYale has offices and subsidiaries in the
U.S., Canada, and Europe.


STRUCTURED TRUST: Moody's Junks Ratings of Eight Classes of Trusts
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 18
tranches from 4 Option ARM transactions issued by Structured
Adjustable Rate Mortgage Loan Trust.  Additionally, 3 tranches
were placed on review for possible downgrade.

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

Complete rating actions are:

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-14

  -- Cl. B1, Downgraded to Aa2 from Aa1
  -- Cl. B2, Downgraded to A1 from Aa2
  -- Cl. B3, Downgraded to A3 from Aa3
  -- Cl. B5, Downgraded to Ba2 from A3
  -- Cl. B7, Downgraded to Caa2 from Baa2
  -- Cl. B8, Downgraded to Caa3 from Baa3

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-16XS

  -- Cl. M3, Downgraded to Caa1 from Baa2

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-19XS

  -- Cl. M1-II, Downgraded to Baa3 from Aa2
  -- Cl. M2-II, Downgraded to Caa2 from A2
  -- Cl. M3-II, Downgraded to Ca from Baa2

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-9

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

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

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1, Downgraded to A1 from Aa1
  -- Cl. B2, Downgraded to A3 from Aa2
  -- Cl. B3, Downgraded to Baa1 from Aa3
  -- Cl. B4, Downgraded to Ba3 from A2
  -- Cl. B5, Downgraded to B3 from A3
  -- Cl. B6, Downgraded to Caa2 from Baa2
  -- Cl. B7, Downgraded to Caa3 from Baa3
  -- Cl. B8, Downgraded to Ca from Baa3


SUNGARD DATA: Fitch Lifts Issuer Default Rating to B+ from B
------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and the
outstanding debt ratings of SunGard Data Systems Inc. as:

  -- IDR to 'B+' from 'B';
  -- $1 billion senior secured revolving credit facility due 2011
     to 'BB+/RR1' from 'BB-/RR2';

  -- $4.3 billion senior secured term loan due 2013 to 'BB+/RR1'
     from 'BB-/RR2';

  -- $250 million 3.75% senior notes due 2009 to 'B+/RR4' from
     'B/RR4';

  -- $250 million 4.875% senior notes due 2014 to 'B+/RR4' from
     'B/RR4';

  -- $1.6 billion senior unsecured notes due 2013 to 'B/RR5' from
     'B-/RR5';

  -- $1 billion 10.25% senior subordinated notes due 2015 to
     'B-/RR6' from 'CCC+/RR6'.

The Rating Outlook is Stable.

Fitch's actions affect approximately $8.4 billion of total debt,
including SunGard's $1.0 billion revolving credit facility.

The rating upgrade reflects:

  -- Improved credit protection measures, particularly for
     leverage, driven by solid EBITDA growth.  Fitch estimates
     that total debt/LTM Operating EBITDA and adjusted total
     debt/LTM EBITDAR (including the fully drawn $450 million A/R
     Securitization facility) was 5.4 times and 6.0x, respectively
     at March 30, 2008, compared to 6.1x and 6.6x at Dec. 31,
     2006;

  -- Fitch's expectation that the company will continue to
     delever, mostly as a result of EBITDA growth via organic
     growth and acquisitions.  The ratings incorporate SunGard
     maintaining leverage in the 5.0-5.5x range over the
     intermediate term, with the expectation that acquisition
     activity could result in leverage above this range on a
     short-term basis;

  -- Fitch's belief that the impact of a weaker operating
     environment for SunGard's financial systems segment will be
     mitigated by the company's diverse business lines and
     recurring revenue base.  While organic growth may be
     negatively affected from a prolonged financial services
     market downturn, Fitch does not anticipate the downturn to
     have a material long-term impact on SunGard's credit profile.  
     In addition, Fitch expects SunGard will seek to reduce costs
     in order to offset any revenue decline during a period of
     slower growth and challenging markets in the FS segment.

The ratings are supported by SunGard's:

  -- Strong recurring revenue profile driven by longer-term
     contracts and significant switching costs;

  -- Consistent free cash flow;
  -- Leading positions in each of its businesses with significant
     scale and product breadth; and

  -- Well-diversified customer portfolio.

Ratings concerns continue to center on:

  -- SunGard's significant debt levels and debt service
     requirements, and Fitch's expectation that meaningful debt
     reduction is unlikely over the foreseeable future, given
     limited debt amortization requirements over the next few
     years;

  -- Pressured operating EBITDA margins due in part to aggressive
     pricing related to retaining long-term customer contracts, as
     well as ongoing acquisitions; and

  -- Integration risks resulting from SunGard's historical bias
     toward augmenting mature organic revenue growth rates with
     acquisitions.  Fitch expects that SunGard will continue to
     enhance more mature market growth rates via acquisitions,
     particularly in the more fragmented FS, HE and PS segments.

As of March 30, 2008, Fitch believes SunGard's liquidity position
was sufficient and supported by approximately $427 million of cash
(the majority of which is located outside the U.S.) and $824
million available under its $1 billion senior secured revolving
credit facility expiring 2011 (net of $28 million of letters of
credit outstanding and, therefore, unavailable for borrowings).  
SunGard's $450 million accounts receivable securitization program
expiring 2011 was fully drawn.

Additionally, for the 12 months ended March 30, 2008, SunGard
generated $397 million of free cash flow, excluding cash generated
by amounts drawn under the AR facility.  Fitch believes SunGard
will continue to generate free cash flow in excess of $200 million
annually, of which the company is required to use 50%, net of
acquisitions, to reduce the term loan balances.

As of March 30, 2008, total on-balance-sheet debt was
approximately $7.6 billion and consisted primarily of:

  -- $4.3 billion of senior secured term loans expiring 2014;
  -- $250 million of 3.75% senior notes due 2009;
  -- $250 of 4.875% senior notes due 2014;
  -- $148 million drawn under the senior secured revolving credit
     facility expiring 2011;

  -- $1.6 billion of 9.125% senior unsecured notes due 2013;
  -- $1 billion of 10.25% senior subordinated notes due 2015.

Debt amortization requirements under the term loans are 1% of the
outstanding amount annually.

The Recovery Ratings reflect Fitch's belief that SunGard would be
reorganized rather than liquidated in a bankruptcy scenario, given
Fitch's estimates that the company's ongoing concern value of
$6.9 billion is significantly higher than its projected
liquidation value, due mostly to the significant value associated
with SunGard's intangible assets.  In estimating ongoing concern
value, Fitch assumes a 7x multiple and discounts SunGard's
normalized operating EBITDA by 30%, reflecting some concentration
to FS and annual rollover risk of 25% of the company's long-term
contract portfolio along with examining the EBITDA levels that
would breach financial covenants.

After reductions for administrative and cooperative claims, Fitch
arrives at an adjusted reorganization value of approximately
$6.2 billion.  Based upon these assumptions, the senior secured
debt, including $1 billion revolving credit, and $4.3 billion of
term loan facilities recover nearly 100%, resulting in 'RR1'
ratings for both tranches of debt.  Fitch has upgraded the
recovery ratings from 'RR2' due to the significant increase in
ongoing concern value.  

The senior notes' 'RR4' recovery rating reflects the partial
security these notes received during the leveraged buyout process
and Fitch's belief that the secured bank debt is in a superior
position due to its right to the company's intellectual property.  
The 'RR5' recovery rating for the $1.6 billion senior unsecured
debt reflects Fitch's estimate that 11%-30% recovery is
reasonable, while the 'RR6' recovery rating for the $1 billion of
subordinated debt reflects Fitch's belief that negligible recovery
would be achievable due to its deep subordination to other
securities in the capital structure.


SUPERIOR OFFSHORE: Committee Amends Request to Retain Liskow
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
denied the motion of the Official Committee of Unsecured Creditors
to engage Liskow & Lewis as its counsel in the bankruptcy case of
Superior Offshore International Inc., Bankruptcy Data relates.

The Court, according to Bankruptcy Data, strongly recommended that
the employment motion and accompanying verified statement "use the
precise language of the rule.  Attempts to use variations of that
language are usually inadequate."

The Committee submitted to the Court a revised motion to engage
Liskow & Lewis, Bankruptcy Data says.  The firm will be paid at
$240 to $250 per hour for associates and $315 to $400 per hour for
shareholders, Bankruptcy Data relates.

The Court fixed a hearing on July 21, 2008, to rule on the matter,
Bankruptcy Data adds.

                      About Superior Offshore

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--  
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).  
The Debtor's listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules. David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represent the Debtor.  The U.S. Trustee for Region 7 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  Douglas S. Draper, Esq., at Heller Draper Hayden
Patrick & Horn LLC, represent the Committee in this case.


TCGC LLC: Sells Golf Course to Onieda Tribe of Indians
------------------------------------------------------
The Oneida Tribe of Indians' General Tribal Council has voted to
buy the Thornberry Creek Golf Course from TCGC, LLC, in Hobart
near Green Bay in Wisconsin, according to the Chicago Tribune.

Tribal communications director Bobbi Webster says nearly all of
the 1,000 members who attended Saturday's meeting supported the
purchase. She did not say how much the tribe would pay for the
course, but tax records show the clubhouse property is worth $4.3
million.

TGCC, LLC-- http://www.thornberrycreekcc.net/--owns and operates  
the Thornberry Creek Golf Course.  It filed for voluntary Chapter
11 bankruptcy protection in Eastern District of Wisconsin on July
16, 2007.  Paul G. Swanson, Esq., at Steinhilber Swanson Mares
Marone & McDermott represented the Debtor in its restructuring
efforts.  When it filed for bankruptcy, the Debtor listed
$17,792,813 for assets and $16,879,672 for liabilities.


TENNECO INC: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed the ratings of Tenneco Inc.'s
Corporate Family Rating, B1; first-lien senior secured credit
facilities, Ba1; senior secured second lien debt, Ba3; senior
unsecured note, B2; and senior subordinated notes, B3.  In a
related action the outlook was changed to stable from positive.

The affirmation of the B1 corporate family rating incorporates
Tenneco Inc.'s competitive position in its emissions controls
business, which has resulted in generally improved credit metrics
through the first quarter of 2008.  The company's geographic
diversity and market position within its product markets are
expected to continue to support the company's position within the
assigned rating.

However, the outlook change to stable reflects automotive industry
pressures including general economic conditions which have
weakened consumer demand, high fuel costs, and decreasing market
share of the Detroit-3.  These factors have resulted in statements
of North American monthly sales declines from Tenneco's largest
North American customers.

The recent monthly sales declines come after statements from North
American OEMs of lowered production forecasts for the remainder of
2008 and delays in the launch of new SUV and light truck models.  
These pressures are expected to continue into 2009.  

Approximately 25% of Tenneco's revenues are to the North American
operations of the Big 3 OEMs and a significant portion of revenue
relates to light truck and SUV platforms.

Tenneco Inc.'s performance is expected to continue to benefit from
its geographic diversity (53% of revenues coming from outside
North America) and growth in its emission control business.  
Nevertheless, ongoing pricing pressures and increasing raw
material costs will also add to industry headwinds.

As of March 31, 2008, Tenneco Inc. maintained cash and cash
equivalents of $161 million and availability under its revolving
credit facility of approximately $256 million and is expected to
maintain sufficient cushion under the financial covenants to
access the complete facility over the near-term.

These ratings were affirmed:

  -- B1 Corporate Family rating;
  -- B1 Probability of Default rating;

  -- B2 (LGD4, 64%) rating for the 8.125% guaranteed senior
     unsecured notes due 2015

  -- Ba3 (LGD3, 32%) rating for the 10.25% guaranteed senior
     secured second-lien notes due 2013

  -- Ba1 (LGD2, 12%) rating for the $550.0 million first lien
     senior secured revolving credit facility;

  -- Ba1 (LGD2, 12%) rating for the $150 million first lien senior
     secured term loan A;

  -- Ba1 (LGD2, 12%) rating for the $130 million first lien senior
     secured letter of credit / revolving loan facility;

  -- B3 (LGD6, 92%) rating for the 8.625% guaranteed senior
     subordinated notes due November 2014

The last rating action was on Nov. 1, 2007 when the company's
Corporate Family Rating was affirmed and the outlook changed to
positive.

Future events that have potential to drive Tenneco Inc.'s outlook
or ratings higher include a stabilization of conditions in North
American automotive market, including increased production and a
profitable product mix that would complement the profits from
emission control revenues; and higher levels of free cash flow
over the intermediate term resulting in debt reduction.

Consideration for a higher rating could arise if any combination
of these factors were to lead to EBIT/Interest coverage
approaching 2.0x or a reduction in leverage consistently below
4.0x.

Future events that have potential to drive Tenneco Inc.'s outlook
or ratings lower include additional declines in North American OEM
production; the inability to manage working capital usage
supporting increased emission control sales resulting in
continuing negative free cash flow; or deteriorating liquidity.

Consideration for a lower outlook or rating could arise if any
combination of these factors were to increase leverage over 5.0x
or result in EBIT/Interest coverage approaching 1.5x times.

Headquartered in Lake Forest, Illinois, Tenneco Inc. is a
manufacturer of automotive ride control (approximately 30% of
sales) and emissions control (approximately 70% of sales) products
and systems for both the worldwide original equipment market and
aftermarket.  

Leading brands include Monroe®, Rancho®, Clevite®, and Fric Rot
ride control products and Walker®, Fonos, and Gillet emission
control products.  Net sales in 2007 were approximately
$6.2 billion.


TOLL BROTHERS: Moody's Cuts Senior Unsecured Notes Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service lowered the senior unsecured rating of
Toll Brothers, Inc. to Ba1 from Baa3.  At the same time, Moody's
confirmed the company's Ba2 sub debt rating and assigned a
corporate family rating of Ba1 and a speculative grade liquidity
rating of SGL-1.  This concludes the review that began on March
27, 2008.  The ratings outlook is stable.

The downgrade considers these factors:

   1) Both economic and homebuilding industry trends have become
      more negative since the ratings were first put on review in    
      March;

   2) Moody's expectations that Toll Brothers' tower business in
      the Northeast, which has exhibited considerable strength to
      date, is likely to weaken, as overall condo inventory levels
      have risen markedly in recent months, which is normally a
      precursor to falling prices.

   3) Tightening credit conditions, while they may not
      significantly affect the ability of the typical Toll   
      Brothers buyer to obtain a mortgage, has definitely impacted
      the ability of the buyers further down the chain to obtain
      mortgages to trade up.

   4) While the company is one of the only remaining homebuilders
      that is currently generating earnings before impairment      
      charges, Moody's does not expect this to continue, as
      falling prices and lower absorption rates continue to impact   
      margins.

   5) Moody's expects that continued impairment charges will erode
      the substantial headroom that the company currently enjoys
      in its bank covenants; and

   6) The possibility of additional capital calls from, and debt
      support to, troubled joint ventures.

At the same time, the ratings are supported by the company's
significant ability/flexibility to reduce land purchases over long
periods without incurring the need to race to catch up when the
market turns; its positive cash flow generation, which Moody's
expects to continue, despite the relatively large capital
requirements of its high density mid- and high-rise businesses;
and its strong liquidity, as reflected in the SGL-1 rating
assignment.

The stable ratings outlook reflects Moody's expectation that the
company will continue building cash balances and will exercise
tight fiscal discipline during the downturn.

Going forward, the ratings or outlook could benefit if the company
were to continue generating consistently positive earnings before
impairments and other charges and begin demonstrating significant
actual inventory reduction which then translated into robust cash
flow generation in fiscal 2008 and 2009.

The ratings or outlook could be lowered if: (i) Moody's were to
expect negative cash flow generation to occur in fiscal 2008 or
2009; (ii) Toll were to generate modest quarterly pre-impairment
losses on a sustained basis or significant pre-impairment losses
in any one quarter; (iii) Toll were to repurchase a significant
amount of its shares; or (iv) the company were to re-lever its
balance sheet to above 50%.

These rating actions were taken:

  -- Corporate family rating of Ba1 assigned
  -- Probability of default rate of Ba1 assigned

  -- Senior unsecured notes rating lowered to Ba1 (LGD 3, 49%)
     from Baa3

  -- Senior subordinated debt rating confirmed at Ba2, with a
     loss-given-default rate and assessment of LGD6, 94% assigned

  -- Speculative grade liquidity rating of SGL-1 assigned

Based in Horsham, Pennsylvania, Toll Brothers, Inc. is a U.S.
builder of luxury homes, serving move-up, empty-nester, and
"active adult" buyers in 21 states and four regions around the
country.


TRADEWINDS AIRLINES: Abandons Freight Business, Returns 4 Planes
----------------------------------------------------------------
AirCargo World, a Commonwealth Business Media Publication, relates
that Tradewinds Airlines returned four aircraft to its lessor and
abandoned the freight business.  AirCargo World cited a report
from industry analyst Alexander Brand, managing director of
Stephens Investment Bankers.

AirCargo World says the high cost of jet fuel and the slowing U.S.
economy are taking a toll on the air cargo business.  AirCargo
World notes that these four other air cargo firms have either
sought bankruptcy protection or went completely out of business in
June:

   1. Italian carrier Ocean Air ceased operations after it
      failed to secure $55,000,000 in new financing.  The
      airline has grounded its fleet since January and
      later entered receivership;

   2. Belgian airline Cargo B returned three aircraft to its
      lessor;

   3. United Kingdom-based MK Airlines grounded seven aircraft
      but has resumed flight operations under a June 20 financing
      deal with Transatlantic Aviation Limited; and

   4. Gemini Air Cargo filed Chapter 11 for the second time in
      two years.  It continues to do business and has secured a
      loan commitment of up to $14,000,000 from its existing
      senior lender.

TradeWinds Airlines, Inc. -- http://www.tradewinds-airlines.com/
-- is a certificated United States part 121 Air Carrier
headquartered at the Triad International Airport in Greensboro,
North Carolina.  It operates a fleet of A300-B4F freighter
aircraft mostly in ACMI services for domestic and foreign
customers.  TradeWinds also conducts international and U.S.
domestic on-demand charter operations.  Its market of operations
expands from the United States and South America, to Europe, the
Caribbean, Central and North Asia and Mainland China.


TRIAD GUARANTY: S&P Trims Credit and FS Ratings to BB- from BBB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Triad Guaranty Insurance Corp.
to 'BB-' from 'BBB'.
     
Standard & Poor's also said that it lowered its counterparty
credit rating on Triad Guaranty Inc. to 'B-' from 'BB'.
     
All of these ratings remain on CreditWatch, where they were placed
on Feb. 13, 2008, with negative implications.
      
"The speculative-grade rating reflects the tremendous uncertainty
regarding Triad's ultimate paid claims," said Standard & Poor's
credit analyst James Brender.  Significant operating losses in
2008 and 2009 will deplete a material portion of Triad's capital
base, but S&P believe Triad will be able to satisfy its
policyholder obligations.  The holding company faces some
liquidity risk, but S&P expect that Triad's ending book value will
be significantly greater than its outstanding debt.
     
The uncertainty in S&P's forecast stems from both macroeconomic
conditions and some issues specific to Triad.  The S&P Case
Shiller 20-city composite has declined 18% since its peak in July
2006, and it believe it will fall farther.  Unemployment is also a
concern.  The unemployment rate jumped to 5.5% in May.  Since
April 2008, S&P's forecasts for all mortgage insurers assume a
rise in the unemployment rate to almost 6% by 2009, but
unemployment above that level would probably result in more claims
for mortgage insurance than it anticipate today.
     
Triad's insured loan portfolio contains a low percentage of
borrowers with credit scores below 620, but it also features
exposure to untested mortgage products.  If actual claim rates are
even moderately greater than S&P's expectations, there is a
material probability that Triad will be unable to pay its claims.
     
Triad's competitive position, management, operating performance,
and enterprise risk management are not relevant ratings factors
because the company is in run-off.  Management has limited options
for influencing Triad's ability to pay its claims with the
important exception of loss mitigation.  Triad needs to either
maintain adequate personnel for loss mitigation and premium
collection functions or outsource those operations.
     
The ratings on Triad will remain on CreditWatch negative because
the resolution of a disputed reinsurance treaty will have a
material impact on Triad's claims-paying resources.  The coverage
of $95 million becomes available if Triad's combined ratio exceeds
100% and its risk-to-capital ratio is above 25%.  Both conditions
were satisfied at the end of the first quarter, but the reinsurer
declared the treaty terminated because of a covenant violation by
Triad.  The parties have submitted the matter for arbitration.  
The present value of the treaty is about $80 million because Triad
would have to make some future premium payments to receive payment
for reinsured losses.
     
Standard & Poor's cannot determine the likely outcome from the
arbitration.  In S&P's base case, Triad's ending statutory capital
would be $363 million if it receives the full amount of coverage.  
If this were to happen, S&P would likely affirm the ratings and
assign a negative outlook.  Alternatively, the company's
capitalization would only be $283 million if it receives nothing
for the treaty.  This could result in a three-notch downgrade.  
The housing and mortgage markets are in a period of significant
volatility, and developments in these markets could affect the
ratings even before the resolution of the reinsurance treaty.


TRINITY CARPET: To Sell Wholesale Biz to SC Design for $3.1MM
-------------------------------------------------------------
The Oregonian reports that Trinity Carpet Brokers has struck a
tentative deal to sell its wholesale operation to SC Design Inc.
of San Diego, California, for about $3,100,000.  The deal is
subject to court approval.

Trinity filed for chapter 11 bankruptcy on June 20, 2008.  
Trinity, Oregonian relates, closed its retail shops in the months
before the bankruptcy filing.

Barry P. Caplan, Esq., at Sussman Shank LLP, in Portland, Oregon,
said Trinity had trouble borrowing money from Sterling Savings
Bank of Spokane after two of its large customers -- Renaissance
Custom Homes and D.R. Horton -- failed to keep current on their
bills, Oregonian says.  Renaissance Custom Homes owes Trinity more
than $1,000,000, the report says.

The report notes that Trinity's ability to borrow was based on its
accountants' receivables -- money due from its customers.  
Receivables from Renaissance and D.R. Horton remained unpaid after
90 days, the report says, citing Mr. Caplan.

The report notes that Trinity had revenues of $57,900,000 in 2006
and $43,000,000 in 2007, and more than $13,000,000 through the
first six months of 2008.

Milwaukie, Oregon-based Trinity Carpet Brokers, Inc., dba Trinity
Carpet & Flooring -- http://www.trinitycarpet.com/-- offers  
flooring services in the Pacific Northwest States of Oregon,
Washington and California.  The Debtor filed for chapter 11 on
June 20, 2008, before the U.S. Bankruptcy Court for the District
of Oregon (Case No. 08-33007).  It disclosed $5,718,053 in total
assets, and $9,738,730 in total debts.


TROPICANA ENT: Panel Taps Capstone Advisory as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tropicana
Entertainment LLC and its debtor-affiliates' Chapter 11 cases asks
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Capstone Advisory Group LLC, as its financial
advisor, nunc pro tunc to May 22, 2008, pursuant to the terms of
an engagement letter dated May 22, 2008.

The Creditors Committee needs a financial advisor to help guide
it through the Debtors' reorganization efforts and to assist it
in the tasks associated with negotiating and implementing the
Debtors' plan of reorganization, Bradley Takahashi, vice
president of Franklin Mutual Advisers LLC, the chair of
Creditors Committee, tells the Court.

The services of Capstone will complement, and not duplicate, the
services of other of the Creditors Committee's professional,
agents or advisors.  Capstone professionals have assisted and
advised debtors, creditors, creditors' committees, bondholders,
and investors, among others, in numerous bankruptcy cases,
including Spiegel Inc., W.R. Grace, Kmart Corp., Collins &
Aikman, and Federal-Mogul, Mr. Takahashi relates.

Capstone will:

   (a) advise and assist the Committee in its analysis and
       monitoring of the Debtors' historical, current and
       projected financial affairs;

   (b) analyze the Debtors' "Operative Business Plan;"

   (c) develop a monthly monitoring report to enable the
       committee to effectively evaluate the Debtors' performance
       on an ongoing basis;

   (d) assist and advise the Committee and its counsel in
       reviewing and evaluating any court motions filed to to be
       field by the Debtors or any parties-in-interest; and

   (e) analyze any debtor-in-possession financing arrangements.

Capstone will be paid in accordance to its customary hourly rates
and will be reimbursed for reasonable and actual out-of-pocket
expenses.  The firm's hourly rates are:

     Executive Directors              $525 - $725
     Staff                            $250 - 4510
     Support Staff                    $100 - $160

According to Mr. Takahashi, these monthly caps on compensation
will apply to payments made to Capstone by the Debtors for
services to be rendered to the Creditors Committee:

   * maximum limitation of $275,000 for all months in which
     Capstone does not provide any forensic or valuation
     services;

   * maximum limitation of $400,000 for all months in which
     Capstone provides forensic or valuation services, and the
     combined hours of those services do not exceed 350 hours
     for the month; and

   * maximum limitation of $700,000 for all months in which
     Capstone provides forensic or valuation services, and the
     combined hours of those services exceed 350 hours for the
     month.

Subject to the Court's approval and pursuant to the terms of the
Engagement Letter, in connection with Capstone's financial
advisory services to the Creditors Committee, the Debtors will
indemnify and hold harmless the firm against any and all losses,
claims, damages, liabilities, penalties, judgments, awards,
costs, fees, expenses and disbursements, unless there is a final
non-appealable court order finding Capstone directly liable for
gross negligence or willful misconduct.

Edwin N. Ordway, Jr., a principal at Capstone, discloses that the
firm has provided other consulting services, and may in the
future provide those services, to certain of the Debtors'
creditors or other parties-in-interest in matters unrelated to
the Debtors or their Chapter 11 cases.

In addition, Capstone's members and employees may have business
associations with certain of the Debtors' creditors or other
parties-in-interest, or interests adverse to those creditors,
shareholders or parties-in-interest, which associations are
unrelated to the Debtors' Chapter 11 cases, Mr. Ordway assures
the Court.

Mr. Ordway tells the Court that the firm will not accept any
engagement or perform any service for any entity or person other
than the Creditors Committee in Tropicana's bankruptcy cases.

Capstone does not represent any interest adverse to the Debtors
and their estates with respect to the matters upon which the firm
will be employed.  Capstone is a disinterested party, as the term
is defined in Section 101(14) of the Bankruptcy Code, Mr. Ordway
attests.

              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: Wants Actions Removal Period Extended to December 3
------------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the period
within which they may remove actions pursuant to 28 U.S.C. Section
1452 and Rules 9006 and 9027 of the Federal Rules of Bankruptcy
Procedure to a date no earlier than Dec. 3, 2008.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, notes that Section 1452 and Bankruptcy Rule
9027 govern the removal of pending civil actions related to
Chapter 11 cases.  Specifically, Section 1452(a) provides that:

   "A party may remove any claim or cause of action in a civil
   action other than a proceeding before the United States Tax
   Court or a civil action by a government unit to enforce such
   governmental unit's police or regulatory power, to the
   district court for the district where such civil action is
   pending, if such district court has jurisdiction of such
   claim or cause of action under [S]ection 1334 of this title."

According to Mr. Collins, Bankruptcy Rule 9027 sets forth the
time periods for filing notices to remove claims or causes of
action.  Bankruptcy Rule 9006 permits the Bankruptcy Court to
extend the period to remove actions provided by Bankruptcy Rule
9027, he says.

Mr. Collins states that to make the appropriate determination on
whether or not to seek removal of any particular Action, the
Debtors must analyze each Action in light of these factors:

   (a) the importance of the Action to the expeditious resolution
       of the Debtors' Chapter 11 cases;

   (b) the time required to complete the Action in its current
       venue;

   (c) the presence of federal questions in the proceeding that
       increase the likelihood that one or more aspects may be
       heard by a federal court;

   (d) the relationship between the Action and matters to be
       considered in connection with the Debtors' Chapter 11
       plan, the claims allowance process, and the assumption or
       rejection of executory contracts and unexpired leases; and

   (e) the progress made to date in the Action.

The Debtors and their non-debtor affiliate subsidiaries comprise
one of the largest and most diversified privately held hotel and
casino gaming entertainment providers in the United States.  They
own, operate or have interests in 11 casino facilities in eight
distinct gaming markets, with five casinos in Nevada, three
casinos in Mississippi, and one casino in each of New Jersey,
Indiana, and Louisiana, Mr. Collins relates.

Consequently, the Debtors are involved in Actions scattered
throughout the country in a variety of different venues.  The
Actions involve a variety of types of cases, including
employment-related litigation and administrative proceedings,
contract disputes and personal injury cases, Mr. Collins says.

At this stage of their Chapter 11 cases, the Debtors have not had
the opportunity to determine conclusively which Actions they will
seek to remove, Mr. Collins tells the Court.  The Debtors have
been addressing numerous time-critical matters, and the Debtors
and their advisors need additional time to analyze the Actions
and make the appropriate determinations concerning their removal,
he asserts.

The rights of parties to the Actions will not be prejudiced by an
extension, Mr. Collins assures the Court.

              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: Panel Wants Epiq Bankr. as Web Site Administrator
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tropicana
Entertainment LLC and its debtor-affiliates' Chapter 11 cases ask
permission from the U.S. Bankruptcy Court for the District of
Delaware:  

   (i) to establish procedures for compliance with Section
       1102(b)(3) of the Bankruptcy Code; and

  (ii) for authority to retain Epiq Bankruptcy Solutions LLC as
       its Web site administration agent.

The proposed procedures will allow the Creditors Committee to
satisfy its statutory obligations to provide access to
information to the Debtors' general unsecured creditors and to
solicit and receive comments from unsecured creditors, Chad A.
Fights, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, tells the Court.

                      Information Procedures

Pursuant to the Procedures, the Creditors Committee will establish
and maintain a Web site to serve as an access point for unsecured
creditors to receive certain non-confidential and non-privileged
information, and allow the Creditors Committee to solicit and
receive comments from unsecured creditors regarding the Debtors
and their Chapter 11 cases.

According to Mr. Fights, the Committee Web site will include:

   -- general information regarding the Debtors' Chapter 11
      cases;

   -- the contact information of the Debtors, their counsel and
      the Creditors Committee's counsel;

   -- the date by which unsecured creditors must file their
       proofs of claim;

   -- the voting deadline with respect to any Chapter 11 plan;

   -- the claims docket, as and when established by the Debtors
      or their Claims Agent;

   -- the Debtors' monthly operating reports;

   -- a list of upcoming omnibus hearing dates and the calendar
      of matters on those hearing dates;

   -- answers to frequently asked questions;

   -- links to other relevant Websites; and

   -- any other information that the Creditors Committee deems
      appropriate.

In addition to the Committee Web site, the Creditors Committee
will establish an e-mail address to allow unsecured creditors to
send questions and comments.

Epiq will establish and maintain the Committee Web site.  Epiq's
fees and expenses will be payable by the Debtors in the ordinary
course and treated as administrative expenses pursuant to Section
503(b) of the Bankruptcy Code, Mr. Fights says.

Mr. Fights states that the Procedures will not authorize or
require the Creditors Committee to:

   (a) provide to any creditor or any other entity access to non-
       public information;

   (b) provide any creditor of any other entity with any
       information subject to the attorney-client privilege, the
       attorney work product doctrine or similar state, federal
       or other jurisdictional law privilege, whether that
       privilege is solely controlled by the Creditors Committee
       or is a joint privilege with the Debtors or some other
       party; and

   (c) provide access to information or solicit comments from any
       entity that has not demonstrated to the satisfaction of
       the Creditors Committee that it holds claims of the kind
       described in Section 1102(b)(3) of the Bankruptcy Code.

The Creditors Committee, however, will be permitted, but not
required, to provide access to Privileged Information to any
party, provided that the Privileged Information is not
Confidential Information, and the relevant privilege is either
held or controlled (i) solely by the Creditors Committee, or (ii)
jointly by the committee and the other parties, all of whom
consent to the disclosure of the Privileged Information.

              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)  


UNITED RENTALS: Waives Tender Offer Terms on Share Price Movement
----------------------------------------------------------------
United Rentals, Inc. will waive the condition to its previously
announced "modified Dutch auction" tender offer that the market
price of shares of the company’s common stock does not decrease at
any point by more than 10% from the close of trading on June 16,
2008. This condition was recently triggered as a result of the
company's shares trading below $19.82.

The company commenced its tender offer, in which the company is
offering to purchase up to 27,160,000 shares of its common stock
at a price not less than $22.00 nor greater than $25.00 per share,
on June 17, 2008. In connection with the waiver it is announcing
today, the company has not revised the $22.00 to $25.00 tender
offer price range.

The tender offer is scheduled to expire at 5:00 p.m., Eastern
Time, on Wednesday, July 16, 2008, unless extended by the company.
Tenders of shares must be made on or prior to the expiration of
the tender offer and may be withdrawn at any time on or prior to
the expiration of the tender offer, in each case in accordance
with the procedures described in the tender offer materials. The
tender offer is subject to a number of terms and conditions, but
is not conditioned on receipt of financing or any minimum number
of shares being tendered.

The waiver of the stock price movement condition is not a waiver
of any other condition or a waiver with respect to any other facts
or circumstances. The tender offer remains subject to the
satisfaction of the other conditions set forth in the tender offer
materials, as well as the company’s right to amend the terms of
the tender offer in the manner and upon the terms set forth in the
tender offer materials.

Neither United Rentals nor its board of directors, nor any dealer
manager or information agent in connection with the proposed
tender offer, is making any recommendation to shareholders as to
whether to tender or refrain from tendering shares in the proposed
tender offer. Shareholders must decide how many shares they will
tender, if any, and the price within the stated range at which
they will offer their shares for purchase by the company. The
company’s executive officers and directors have advised the
company that they do not intend to participate in the tender
offer.

                     About United Rentals

Headquartered in Greenwich, Connecticut, United Rentals Inc.
(NYSE: URI) -- http://www.unitedrentals.com/ -- is an equipment   
rental company with an integrated network of over 690 rental
locations in 48 states, 10 Canadian provinces and Mexico.  The
company's approximately 10,900 employees serve construction and
industrial customers, utilities, municipalities, homeowners and
others.  The company offers for rent over 20,000 classes of rental
equipment with a total original cost of $4.2 billion.

                           *     *     *

As reported in the Troubled Company Reporter on June 16, 2008,
Fitch Ratings has affirmed the long-term issuer default rating for
United Rentals (North America) Inc. at 'BB-' and downgraded
parent company, United Rentals Inc. IDR to 'B+' from 'BB-'.
Approximately $2.6 billion in debt was affected by this rating
action.  The rating action follows the company's statement that it
had repurchased all of its preferred stock for $679 million and
intends to repurchase 27.16 million shares of common stock.  


US MOTELS: Comfort Suites Motel Sold for $4.2MM to New Century
--------------------------------------------------------------
Bruce Rahmani, owner of U.S. Motels Airport, Inc., sold his 71-
room motel Comfort Suites Southwest to New Century Properties,
LLC, for $4.2M, according to the Denver Business Journal.

Bruce Rahmani is a hotelier and restaurateur.  He also owns Rocky
Mountain Hospitality Services, Inc., which filed for bankruptcy
protection in the United States Bankruptcy Court for the District
of Colorado on July, 2005.

U.S. Motels Airport, Inc., filed a voluntary bankruptcy petition
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Colorado on May
3, 2004.  When the Debtor filed for bankruptcy, it listed $21,988
for assets and $3,119,773 for liabilities.


WAMU MORTGAGE: Moody's Cuts Ratings of 224 Tranches; 48 on Review
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 224
tranches from 27 Option ARM transactions issued by WAMU.  Seventy-
nine tranches remain on review for possible further downgrade.  
Additionally, 48 tranches were placed on review for possible
downgrade.

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

Complete rating actions are:

Issuer: WaMu Mortgage Pass-Through Certificates Series 2004-AR13
Trust

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-2, Downgraded to A1 from Aa2
  -- Cl. B-3, Downgraded to A3 from A2
  -- Cl. B-4, Downgraded to Ba2 from Baa2

Issuer: WaMu Mortgage Pass-Through Certificates Series 2004-AR2
Trust

  -- Cl. B-2, Downgraded to A1 from Aa2
  -- Cl. B-3, Downgraded to A3 from A2
  -- Cl. B-4, Downgraded to Ba3 from Baa2

Issuer: WaMu Mortgage Pass-Through Certificates Series 2004-AR6
Trust

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-4, Downgraded to Baa2 from A3

Issuer: WaMu Mortgage Pass-Through Certificates Series 2004-AR8
Trust

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-2, Downgraded to A1 from Aa2
  -- Cl. B-3, Downgraded to A3 from A2
  -- Cl. B-4, Downgraded to Ba1 from Baa2

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2004-AR12

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-2, Downgraded to A1 from Aa2
  -- Cl. B-3, Downgraded to Baa1 from A2
  -- Cl. B-4, Downgraded to Ba2 from Baa2

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR11

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-10, Downgraded to Ba2 from Ba1
  -- Cl. B-11, Downgraded to B1 from Ba2

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR13

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-10, Downgraded to Ba2 from Baa2
  -- Cl. B-11, Downgraded to B2 from Ba1
  -- Cl. B-12, Downgraded to Ca from Ba3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR15

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-4, Downgraded to A2 from A1
  -- Cl. B-5, Downgraded to A3 from A2
  -- Cl. B-6, Downgraded to Baa1 from A3
  -- Cl. B-7, Downgraded to Baa3 from A3
  -- Cl. B-8, Downgraded to Ba1 from Baa1
  -- Cl. B-9, Downgraded to Ba3 from Baa2
  -- Cl. B-10, Downgraded to B3 from Baa3
  -- Cl. B-11, Downgraded to Ca from Ba2
  -- Cl. B-12, Downgraded to Ca from Ba3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR17

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-4, Downgraded to A2 from A1
  -- Cl. B-5, Downgraded to A3 from A2
  -- Cl. B-6, Downgraded to Baa2 from A3
  -- Cl. B-7, Downgraded to Baa3 from A3
  -- Cl. B-8, Downgraded to Ba1 from Baa1
  -- Cl. B-9, Downgraded to Ba3 from Baa2
  -- Cl. B-10, Downgraded to B3 from Baa3
  -- Cl. B-11, Downgraded to Ca from Ba1
  -- Cl. B-12, Downgraded to Ca from Ba3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR19

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-7, Downgraded to Baa3 from Baa1
  -- Cl. B-8, Downgraded to Ba2 from Baa2
  -- Cl. B-9, Downgraded to B1 from Baa3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR1

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-9, Downgraded to Baa3 from Baa1
  -- Cl. B-10, Downgraded to Ba2 from Baa2
  -- Cl. B-11, Downgraded to B3 from Baa3
  -- Cl. B-12, Downgraded to Ca from Ba1

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR11

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

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

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

  -- Cl. 3-B-1, Downgraded to Aa2 from Aa1
  -- Cl. 3-B-2, Downgraded to A3 from Aa1
  -- Cl. 3-B-3, Downgraded to Baa2 from Aa1
  -- Cl. 3-B-4, Downgraded to Ba2 from Aa2
  -- Cl. 3-B-5, Downgraded to B1 from Aa3

  -- Cl. 3-B-6, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 3-B-7, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 3-B-8, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 3-B-9, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 3-B-10, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 3-B-11, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 3-B-12, Downgraded to Ca from Ba1
  -- Cl. L-B-2, Downgraded to A1 from Aa1
  -- Cl. L-B-3, Downgraded to A3 from Aa2
  -- Cl. L-B-4, Downgraded to Baa3 from Aa2
  -- Cl. L-B-5, Downgraded to Ba2 from Aa3
  -- Cl. L-B-6, Downgraded to B1 from A1

  -- Cl. L-B-7, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-8, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-9, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. L-B-10, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. L-B-11, Downgraded to Ca from Baa3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR13

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

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

  -- Cl. B-2, Downgraded to A2 from Aa1
  -- Cl. B-3, Downgraded to Baa1 from Aa1
  -- Cl. B-4, Downgraded to Baa3 from Aa2
  -- Cl. B-5, Downgraded to B1 from Aa3

  -- Cl. B-6, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-11, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-12, Downgraded to Ca from Ba2

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR15

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

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

  -- Cl. B-1, Downgraded to A1 from Aa1
  -- Cl. B-2, Downgraded to Baa2 from Aa1
  -- Cl. B-3, Downgraded to Baa3 from Aa1
  -- Cl. B-4, Downgraded to B1 from Aa2

  -- Cl. B-5, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-11, Downgraded to Caa2 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-12, Downgraded to Ca from Ba2
  -- Cl. B-13, Downgraded to Ca from B2

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR17

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

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

  -- Cl. B-2, Downgraded to A1 from Aa1
  -- Cl. B-3, Downgraded to A3 from Aa1
  -- Cl. B-4, Downgraded to Baa3 from Aa2
  -- Cl. B-5, Downgraded to Ba3 from Aa2
  -- Cl. B-6, Downgraded to B1 from Aa3

  -- Cl. B-7, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-11, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-12, Downgraded to Ca from Ba2
  -- Cl. B-13, Downgraded to Ca from B3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR19
Trust

  -- Cl. 1-X2, Placed on Review for Possible Downgrade, currently
     Aaa

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

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

  -- Cl. B-1, Downgraded to Baa1 from Aa1
  -- Cl. B-2, Downgraded to Baa3 from Aa1
  -- Cl. B-3, Downgraded to B1 from Aa1

  -- Cl. B-4, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-11, Downgraded to Ca from Ba2
  -- Cl. B-12, Downgraded to Ca from B2
  -- Cl. B-13, Downgraded to Ca from B3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR3

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-7, Downgraded to A2 from A1
  -- Cl. B-8, Downgraded to Baa1 from A2
  -- Cl. B-9, Downgraded to Ba1 from A3
  -- Cl. B-10, Downgraded to B1 from Baa1

  -- Cl. B-11, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-12, Downgraded to Ca from Ba1

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR4

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

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

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

  -- Cl. B-8, Downgraded to A3 from A2
  -- Cl. B-9, Downgraded to Baa2 from A3
  -- Cl. B-10, Downgraded to Ba3 from Baa1

  -- Cl. B-11, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-12, Downgraded to Ca from Ba2
  -- Cl. B-13, Downgraded to Ca from B2

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR5

  -- Cl. B-2, Downgraded to Aa3 from Aa1
  -- Cl. B-3, Downgraded to A2 from Aa1
  -- Cl. B-4, Downgraded to Baa2 from Aa2
  -- Cl. B-5, Downgraded to Ba1 from Aa3
  -- Cl. B-6, Downgraded to B1 from A1

  -- Cl. B-7, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-11, Downgraded to Ca from Ba1
  -- Cl. B-12, Downgraded to Ca from Ba3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR7

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

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

  -- Cl. B-1, Downgraded to Aa2 from Aa1
  -- Cl. B-2, Downgraded to Baa1 from Aa1
  -- Cl. B-3, Downgraded to Baa3 from Aa2
  -- Cl. B-4, Downgraded to B1 from Aa3

  -- Cl. B-5, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-11, Downgraded to Ca from Ba1
  -- Cl. B-12, Downgraded to Ca from Ba3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR9

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

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

  -- Cl. B-2, Downgraded to Aa2 from Aa1
  -- Cl. B-3, Downgraded to A1 from Aa2
  -- Cl. B-4, Downgraded to A3 from Aa3
  -- Cl. B-5, Downgraded to Baa2 from A1
  -- Cl. B-6, Downgraded to Baa3 from A2
  -- Cl. B-7, Downgraded to Ba3 from A2
  -- Cl. B-8, Downgraded to B1 from A3

  -- Cl. B-9, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-11, Downgraded to Ca from Ba1
  -- Cl. B-12, Downgraded to Ca from Ba2

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2007-OA1

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

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

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

  -- Cl. B-1, Downgraded to A2 from Aa1
  -- Cl. B-2, Downgraded to Ba2 from Aa1
  -- Cl. B-3, Downgraded to B1 from Aa1

  -- Cl. B-4, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to Caa3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-11, Downgraded to Ca from Ba2
  -- Cl. B-12, Downgraded to Ca from B3
  -- Cl. B-13, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2007-OA2

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

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

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

  -- Cl. B-1, Downgraded to A1 from Aa1
  -- Cl. B-2, Downgraded to Baa2 from Aa1
  -- Cl. B-3, Downgraded to Ba2 from Aa1
  -- Cl. B-4, Downgraded to B1 from Aa1

  -- Cl. B-5, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-10, Downgraded to Ca from Ba1
  -- Cl. B-11, Downgraded to Ca from Ba3
  -- Cl. B-12, Downgraded to Ca from B3
  -- Cl. B-13, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2007-OA3

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

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

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

  -- Cl. B-1, Downgraded to Baa2 from Aa1
  -- Cl. B-2, Downgraded to B1 from Aa1

  -- Cl. B-3, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-6, Downgraded to Ca from Ba1
  -- Cl. B-7, Downgraded to Ca from Ba3
  -- Cl. B-8, Downgraded to Ca from B3
  -- Cl. B-9, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2007-OA4

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

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

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

  -- Cl. B-1, Downgraded to Baa3 from Aa1
  -- Cl. B-2, Downgraded to B1 from Aa1

  -- Cl. B-3, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-7, Downgraded to Ca from Ba3
  -- Cl. B-8, Downgraded to Ca from B2
  -- Cl. B-9, Downgraded to Ca from B3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2007-OA5
Trust

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

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

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

  -- Cl. B-1, Downgraded to Ba2 from Aa1

  -- Cl. B-2, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-7, Downgraded to Ca from Ba1
  -- Cl. B-8, Downgraded to Ca from B1
  -- Cl. B-9, Downgraded to Ca from B2
  -- Cl. B-10, Downgraded to Ca from B3

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2007-OA6

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

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

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

  -- Cl. B-1, Downgraded to Ba2 from Aa1

  -- Cl. B-2, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

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

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


WESTERN REFINING: Obtains New $75MM Credit Facility
---------------------------------------------------
Western Refining Inc. amended its credit facilities to eliminate
all financial covenants for the fiscal quarter ended June 30,
2008.  

Financial covenants will be reinstated for future fiscal quarters
effective Sept. 30, 2008, at renegotiated levels.  The amounts
available under the existing facilities were unchanged by the
amendments.  

As part of the amendments, the company has agreed to not pay cash
dividends on its common stock through 2009.

Western also has obtained a new $75 million credit facility, which
is in addition to the $800 million revolver that is in place.

"We are pleased to have completed these amendments and the new
credit facility, which provide our company with additional
financial flexibility," Paul Foster, Western's president and chief
executive officer, said.  

"The continued support of our lenders demonstrates their
confidence in Western and our ability to successfully manage
through the current refining environment," Mr. Foster added.  "We
appreciate their support and will continue to take the appropriate
steps to further enhance our capital structure."

The amendments and details of the new credit facility is available
for free at http://ResearchArchives.com/t/s?2f17

                   About Western Refining Inc.

Headquartered in El Paso, Texas, Western Refining Inc. (NYSE:WNR)
-- http://www.wnr.com/-- is an independent refining and  
marketing.  Western has a refinery in El Paso, two refineries in
the Four Corners region of northern New Mexico and a refinery in
Yorktown, Virginia.  Western's asset portfolio also includes
refined products terminals in Albuquerque, New Mexico and
Flagstaff, Arizona, asphalt terminals in Phoenix, Tucson,
Albuquerque and El Paso, retail service stations and convenience
stores in Arizona, Colorado and New Mexico, a fleet of crude oil
and finished product truck transports, and wholesale petroleum
products operations in Arizona, California, Colorado, Nevada, New
Mexico, Texas and Utah.

                           *     *     *

As reported in the Troubled Company Reporter on May 2, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Western Refining Inc. to 'B+' from 'BB-'.  At the same
time, S&P lowered the rating on Western's senior secured facility
to 'BB-' from 'BB'.  

The recovery rating on this facility remains at '2', reflecting
S&P's expectation for substantial (70% to 90%) recovery in the
even of default.  All ratings remain on CreditWatch with negative
implications, where they were placed March 13, 2008, based on
S&P's concerns about the company's ability to meet its debt
covenants and the potential impact on its liquidity.  As of
Dec. 31, 2008, Western's total long-term debt outstanding was
$1.6 billion.


WEST GALENA: Section 341(a) Meeting Scheduled for July 17
---------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in West Galena Real Estate LLC and its debtor-affiliates'
bankruptcy case on July 17, 2008, at 2:30 p.m., at the 211 West
Fort Street Building, Room 315 E, in Detroit, Michigan.

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

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

Based in Park City, Utah, West Galena Real Estate, LLC and
affiliates West Galena Holdings, LLC and Lot 129, LLC are real
estate developers.  Their project involves the development of
hotel and condominium units on prime lots near the Telluride,
Colorado ski and golf resorts.  Each of the debtors is responsible
for the development of a discrete portion of the overall project.  

The company and its affiliates filed for Chapter 11 protection on
May 10, 2008 (Bankr. E.D. Mich. Lead Case No. 08-54048).  Judy B.
Calton, Esq. at Honigman Miller Schwartz & Cohn, LLP represents
the Debtors.  When West Galena Real Estate LLC filed for
bankruptcy, it listed estimated assets of $100 million to $500
million and estimated debts of $10 million to $50 million.


WEST GALENA: Files Schedules of Assets & Liabilities
----------------------------------------------------
West Galena Real Estate LLC filed with the U.S. Bankruptcy Court
for the Eastern District of Michigan, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $75,200,000
  B. Personal Property                     $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $53,027,571
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $18,424,529
                                  -----------    -----------
     TOTAL                        $75,200,000    $71,452,100

Based in Park City, Utah, West Galena Real Estate, LLC and
affiliates West Galena Holdings, LLC and Lot 129, LLC are real
estate developers.  Their project involves the development of
hotel and condominium units on prime lots near the Telluride,
Colorado ski and golf resorts.  Each of the debtors is responsible
for the development of a discrete portion of the overall project.  

The company and its affiliates filed for Chapter 11 protection on
May 10, 2008 (Bankr. E.D. Mich. Lead Case No. 08-54048).  Judy B.
Calton, Esq. at Honigman Miller Schwartz & Cohn, LLP represents
the Debtors.  W


WILL-TECH INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Will-Tech, Inc.
        201 River Drive
        Cartersville, GA 30120

Bankruptcy Case No.: 08-42087

Chapter 11 Petition Date: July 2, 2008

Court: Northern District of Georgia (Rome)

Debtor's Counsel: James R. McKay, Esq.
                  (fulmac@bellsouth.net)
                  Fuller & McKay
                  P.O. Box 1654
                  Rome, GA 30162-1654
                  Tel: (706) 295-1300

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

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

A copy of Will-Tech, Inc.'s petition is available for free at:

            http://bankrupt.com/misc/ganb08-42087.pdf


WORLD HEART: Has Until September 23 to Comply with Nasdaq Criteria
------------------------------------------------------------------
World Heart Corporation received notice from the NASDAQ Stock
Market stating that the company does not comply with Marketplace
Rule 4310(c)(7)(A).  This rule requires the company to maintain a
minimum market value of publicly held shares of $1,000,000.  
Therefore, in accordance with Marketplace Rule 4310(c)(8)(B), the
company will be provided 90 calendar days, or until Sept. 23,
2008, to regain compliance.

If, at any time before Sept. 23, 2008, the MVPHS of the company's
common shares are $1,000,000 or more for a minimum of 10
consecutive trading days, Staff will provide a written
notification that the company complies with the Rule.  

If compliance with this Rule cannot be demonstrated by Sept. 23,
2008, Staff will provide a written notification that the company's
securities will be delisted.  At that time, the company may
appeal Staff's determination to a Listing Qualifications Panel.
    
Separately, effective July 1, 2008, WorldHeart disclosed that
David Pellone has resigned as an employee of the company, but will
continue as a consultant to the company until approximately
Sept. 30, 2008.  As approved by WorldHeart's board of directors,
Mr. Pellone will be acting vice president, finance and chief
financial officer during his time as a consultant.  

The company will commence the process to find a new chief
financial officer to allow for a smooth transition.  The
WorldHeart board and Jal S. Jassawalla, WorldHeart's president and
chief executive officer, thank Mr. Pellone for his service,
especially his dedication during the recapitalization
efforts.  

"We appreciate David's contributions and look forward to
continuing to work with him during this transition period," said
Mr. Jassawalla.

                  About World Heart Corporation

Headquartered in Oakland, California, World Heart Corporation
(TSX: WHT) -- http://www.worldheart.com/-- is a developer of   
mechanical circulatory support systems.  The company has
additional facilities in Salt Lake City, and Herkenbosch,
Netherlands.  WorldHeart's registered office is Ottawa, Ontario,
Canada.

At March 31, 2008, the company's balance sheet showed total assets
of $3.3 million and total liabilities of $7.8 million, resulting
in a total shareholders' deficit of $4.5 million.

                        Going Concern Doubt

Burr Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about World Heart company's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditor pointed
to the company's recurring losses.  The company said it expects to
continue to generate operating losses at least through 2008 and
2009.

                        Abiomed Note Default

On May 2, 2008, the company learned that its potential primary
investor failed to give its assurance of commitment to allow the
company to access capital to meet current financing needs.  This
information resulted in the company making the determination that
its available cash would be insufficient to pay its obligations as
they become due, which constitutes an event of default under the
company's secured convertible promissory note in the amount of
$5.0 million issued on Dec. 11, 2007, to Abiomed Inc.  

This event of default under the note results in the outstanding
principal balance of the note, together with accrued but unpaid
interest and any other amounts owing under the Abiomed note
documents, becoming immediately due and payable to Abiomed.  The
note is secured by security agreements entered into by the company
and the company's subsidiary, World Heart Inc., in favor of
Abiomed, that grant a security interest in all of their respective
assets.  

Abiomed could exercise its remedies under law and under the
security agreements, including foreclosing on the assets of the
Company and WHI.  An event of default also permits Abiomed to
terminate the clinical and marketing support services agreement.


X-RITE INC: Extends Maturity of Promissory Note to July 30
----------------------------------------------------------
X-Rite Incorporated disclosed an amendment to its Promissory Note
secured by a mortgage on the same facility, extending the maturity
to July 30, 2008.  The Promissory Note has an outstanding balance
due of $8.7 million.   

The company has also reached an agreement for the sale of its
former headquarters and manufacturing facility located in
Grandville, Michigan for $10 million.  

The terms of the sale of the property are subject to certain
conditions including a 60-day due diligence period.  The sale is
scheduled to close in 91 days.  The buyer has the ability to
extend the close under certain terms set forth in the sale
agreement.

"We are pleased that we have reached an agreement to sell the
former headquarters," David A. Rawden, interim chief financial
officer of X-Rite," stated.  "We have worked hard to find the
right buyer in this transaction and feel that this is another
positive step as we continue to improve the company's financial
health."

"We are also happy to report that we have agreed on an extension
of the Promissory Note as we continue to make progress in our
refinancing efforts," Mr. Rawden continued.

                    About X-Rite Incorporated

Based in Grand Rapids, Michigan, X-Rite Incorporated (Nasdaq:
XRIT) -- http://www.xrite.com/-- is a provider of color-
measurement solutions, offering hardware, software, color
standards and services for the verification and communication of
color data.  The company serves a range of industries, including
imaging and media, industrial color and appearance, retail color
matching, and medical.  X-Rite serves customers in more than 100
countries from its offices in Europe, Asia and the Americas.

                          *     *     *

As disclosed Troubled Company Reporter on June 13, 2008, Standard
& Poor's Ratings Services lowered its corporate credit rating on
X-Rite Inc. to 'CCC+' from 'B+'.  Ratings remain on CreditWatch,
where they were placed on April 3, 2008, after the company's
statement that it was not in compliance with certain covenants
in its secured credit facilities.  The CreditWatch implications
have been revised to developing from negative, which means that
the ratings could be raised, lowered, or affirmed following the
completion of its review.

At the same time, S&P lowered the ratings on the company's first-
and second-lien term loans.  The first-lien term loan rating was
lowered to 'B-' from 'BB-', and the second-lien term loan rating
was lowered to 'CCC' from 'B'.  The recovery ratings for the term
loans remain unchanged.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's Investors Service lowered X-Rite Inc.'s corporate family
rating to Caa1 from B2.  Moody's also lowered the rating on the
company's first lien senior secured credit facilities to B3 from
B1 and the rating on the second lien term loan to Caa3 from Caa1.  
All ratings remain under review for possible downgrade.  As part
of this action, Moody's also affirmed the company's SGL-4
speculative grade liquidity rating.


XCOPPER SERVICES: Regulator Initiates Probe to Aid Former Clients
-----------------------------------------------------------------
When X-Copper Services Inc. declared bankruptcy at the end of May,
several thousand clients found themselves suddenly without legal
services.  Many of those clients had paid for legal services in
advance and had no warning that the company was going to default
on those services.

As Ontario's regulator of legal services, the Law Society of Upper
Canada will investigate the circumstances that led to the
company's bankruptcy.  The investigation will allow it to
determine if any disciplinary action is warranted.

The Law Society is also concerned that clients of X-Copper are
provided with their legal service.  It has been actively
recovering client files and other material containing client
information.  Clients are being guided as to the steps they need
to take to guard their legal rights.  Law Society staff has been
assigned to help former clients through the various steps required
to obtain new legal representation, to recover their files, or to
approach the court to reopen their case.  The Law Society is also
determining if there are any funds that may be recovered for
clients who paid for services they did not receive.

With regulation, paralegals are now required to maintain client
funds in trust for unperformed legal services.  Specified books
and records are also required.

According to The Ottawa Citizen, papers filed with the Industry
Canada's Office of the Superintendent of Bankruptcy stated that
XCopper has total assets of $15 and total debts of almost $2
million.  The firm has about 6,000 to 7,000 active cases pending.  
Each client has already paid anywhere from $300 to $1,000 as a
deposit, depending on the complexity of the case.

               About The Law Society of Upper Canada

The Law Society of Upper Canada -- http://www.lsuc.on.ca/--  
regulates lawyers and paralegals in Ontario in the public
interest.  The Law Society has a duty to protect the public
interest, to maintain and advance the cause of justice and the
rule of law, to facilitate access to justice for the people of
Ontario and to act in a timely, open and efficient manner.

                         About X-Copper

Headquartered in Ontario, Canada, XCopper Services Inc. --
http://www.xcopper.com/-- is a paralegal firm specializing in  
fighting traffic tickets.  The company has offices in Toronto,
Barrie and Ottawa.


YANCYJAZZ: Restaurant Remains Open for Biz, Dispels Rumors
----------------------------------------------------------
Sue Stock, staff writer at The News & Observer in Raleigh, North
Carolina, reports that Yancy's restaurant, a music club in North
Raleigh, remains open for business contrary to rumors that it was
closed.

According to Ms. Stock, Barbara Jones, manager on duty at the
restaurant on July 3, Thursday, said some former employees who
were recently fired were spreading rumors about the restaurant and
had appeared in some local media reports.

Ms. Stock also relates that Yancy's General Manager Jewel Hester,
in a written statement, has said "allowing these few people to
misuse the media for selfish reasons is wrong."

The Troubled Company Reporter related on February 25, 2008, that
YancyJazz LLP, which handles the lease of Yancy's restaurant,
filed for bankruptcy to permit negotiation with its landlords.  
The filing did not directly affect the restaurant's creditors but
was only used as cushion to a lease contract argument that is
likely to end in court.

The restaurant's leased space is owned by Joyner Family Trust.  
The Debtor owes the trust about $148,000 in unsecured claim.

Despite the restaurant's financial difficulties, Ms. Hester gave
no indication that the restaurant would close in the future, Ms.
Stock says.

Raleigh, North Carolina-based YancyJazz LLP filed for chapter 11
on Feb. 19, 2008 (Bankr. E.D. N.C. Case No. 08-01071).  Ryan
Dyson, Esq., at Ryan Dyson PLC, represents the Debtor in its
restructuring efforts.  The Debtor listed assets of below $50,000
and liabilities of $100,000 to $500,000 owed to less than 50
creditors.  According to the court filing, the Debtor's aggregate
non-contingent liquidated debts are less than $2,190,000.


ZUNI MORTGAGE: Moody's Junks Ratings of Three Classes of Certs.
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 5 tranches
from Zuni 2006-OA1, an Option ARM transaction.  One tranche
remains on review for further possible downgrade.

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

Complete rating actions are:

Issuer: Zuni Mortgage Loan Trust 2006-OA1, Mortgage Loan Pass-
Through Certificates, Series 2006-OA1

  -- Cl. B-1, Downgraded to Baa2 from Aa2
  -- Cl. B-2, Downgraded to B2 from A2

  -- Cl. B-3, Downgraded to Caa1 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from B2
  -- Cl. B-5, Downgraded to Ca from B3


* Moody's Sees Neg Outlook for Airlines Due to High Energy Prices
-----------------------------------------------------------------
The outlook for the airlines sector is negative, due primarily to
high fuel costs and weakening consumer demand, says Moody's
Investors Service.  While the rise in the cost of oil is directly
affecting the financial health of all airlines in the world, it is
exerting disproportionately greater downward pressure on the
operations and financial performance of US-based carriers.

"The weakening economic trend in the US including rising
unemployment, growth in personal debt and the stagnation of real
wages is likely to add additional stress to the airline industry
over the coming months," George Godlin, Moody's VP and senior
analyst, said.  "This will occur through reduction in travel
spending by business and leisure travelers, and upward pressures
on all costs if inflationary trends continue."

Although airlines have taken various actions to improve revenue
and costs, these actions are unlikely to preclude large losses in
the industry, says Moody's.  Revenue initiatives include the
unbundling of fees for checked baggage, charging for on-board food
and entertainment services and fee-based access to telephonic
reservations systems.  Initiatives to contain costs include
efforts to reduce fuel burn, lower airport operating costs and
streamline overhead.

Capacity reductions, in addition to having the potential to lower
costs, may facilitate some pricing opportunities if sufficient
capacity is taken out of the system by all airlines, says Moody's.  
An attendant benefit to capacity reductions is the potential to
furlough employees and exit facility and equipment rentals.

Some airlines plan to reduce their capacity by retiring older,
less fuel efficient aircraft in their fleets.  Airlines that had
aircraft deliveries scheduled during 2008-2009 have deferred
deliveries and aerospace manufacturers like Boeing and Airbus have
been willing to accommodate the deferrals.

Consolidation may offer possible solutions to some of the
challenges that airlines face, including route consolidation and
liquidity management, says Mr. Godlin.  "However, airline mergers
have historically not been easy to execute, and the expected
benefits are often delayed or never realized."

In the current environment, mergers of airlines are not expected
to reduce risk and may in fact increase risk to the extent the
execution of a merger diverts attention away from the core airline
operations.  Consequently, Moody's believes the complexities of
executing a merger in the current environment, combined with the
risks of merging with a partner that may in fact be financially
weaker, reduces the likelihood of significant additional airline
merger announcements during 2008.

Near-term liquidity is a supporting factor for most airlines
holding large cash balances, notes the analyst.  "Yet the large
cash operating losses being incurred by many carriers could
rapidly erode this liquidity," says Mr. Godlin.  The industry's
performance during the seasonally weak fall and winter months will
be critical in assessing whether airlines are burning cash at a
faster or slower rate, and whether cash resources are being
preserved at adequate levels to sustain operations into 2009.

Several smaller airlines have already filed for bankruptcy
protection or have completely ceased operations this year, says
Moody's.  Unless the other airlines are able to fully recover fuel
costs in ticket prices, additional bankruptcies are likely and
could involve larger carriers.


* S&P Peeks at How Passenger Airlines Cope with Fuel Cost Hike
--------------------------------------------------------------
Standard & Poor's Ratings Services takes a look at how passenger
airlines are coping with soaring fuel costs in a report published
on RatingsDirect.
      
"Passenger airlines have probably been hurt more significantly by
high energy prices than any other sector, with several factors
coming into play," said Standard & Poor's credit analyst Philip
Baggaley.  First, fuel represented a major operating expense for
airlines (20%-30% of operating expenses) even before oil prices
began their sharp increase over the past year.  Now that
proportion is over 40% for many airlines, having surpassed labor
as the largest single cost item.  Second, the cost of jet fuel is
a function not only of oil prices, but also of the added cost
(known as the "crack spread") to refine oil into aviation
kerosene.  That added cost has surged from historical levels of
$5-$10 per barrel to around $30 recently.
     
The article notes that a third problem for passenger airlines is
that they have few or no contractual fuel surcharge mechanisms, as
do freight transportation companies.  Although airlines often add
a charge to ticket prices (especially on international routes)
that they describe as a fuel surcharge, there is no automatic
contractual provision to do so.  Rather, these fuel surcharges are
just another way of raising fares, and are thus subject to the
same competitive pricing dynamics as other fare increases.
     
Although these fundamentals are common to all passenger airlines,
how they respond and the extent of the financial damage that high
fuel prices cause varies from case to case.  The commentary, "How
Two Airlines Are Trying To Offset The Drag Of Ever-Rising Fuel
Costs," examines the strategies that two major airlines\- Delta
Air Lines Inc. (B/Watch Neg/--) and British Airways PLC
(BBB-/Negative/--)\ - are following to mitigate higher fuel
prices.  The strategies include hedging, seeking to raise fares,
and pursuing reductions in non-fuel costs.  British Airways has an
advantage in that most of its revenues are generated in currencies
that have strengthened against the dollar, such as the sterling
and the euro, helping to offset the higher cost of fuel (which is
priced in dollars).


* S&P Says High-Yield Markets Will Continue to Be Challenged
------------------------------------------------------------
The high-yield market will continue to be challenged on all fronts
in the second half of 2008, according to an article published by
Standard & Poor's.  The article, which is titled "U.S. Credit
Comment: 10 High-Yield Themes For The Second Half Of 2008
(Premium)," explores in detail 10 key themes that will play out in
the second half of the year.
     
Last July, investors were looking ahead to the second half of 2007
and wondering if high-yield spreads would continue to challenge
the tight levels seen in May 2007, if issuance could stay on the
record pace, and what firm might be the next blockbuster LBO.  
Investors were also beginning to wondering if the storm brewing in
the mortgage market might begin to affect the high-yield universe.
      
"Fast forward a year, and the aftermath of the storm is apparent,"
said Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.  Spreads on the Standard & Poor's high-yield index
are up 381 basis points (bps); supply, which had surged to $100
billion in the first half of 2007, has slowed to a trickle;
abundant liquidity that marked late 2006 and early 2007 has
vanished; and investors are now well aware of the contagion effect
between different asset classes.  Moreover, the business cycle
appears to have turned, banks and brokers are under duress,
commodities prices have surged, and default rates have come off
the cyclical low.
      
"Investors have now turned their attention to when the storm will
finally blow over," Ms. Vazza added.  The 10 themes the article
identifies outline the key challenges they'll need to address.


* Chambers Listing Includes 136 Greenberg Lawyers in 2008 Edition
-----------------------------------------------------------------
Chambers & Partners USA Guide, an annual listing of the leading
business lawyers and law firms in the world published in the U.K.,
lists 136 Greenberg Traurig LLP lawyers in its 2008 edition.  The
number of Greenberg Traurig lawyers listed in this edition
increased by more than 20% from the previous year.

Tampa shareholder Peter W. Zinober, a member of the firm's labor
and employment practice, was among the three Greenberg Traurig
lawyers recognized as Star performers.  

The ranking, the highest awarded by Chambers & Partners and given
only to lawyers with exceptional recommendations in their field
according to the publication, was also given to Florida
shareholders Gary M. Epstein, chair of the firm's corporate and
securities practice, and Patricia Menendez-Cambo, chair of the
firm's global practice.

In addition to Mr. Zinober, these Tampa lawyers, were individually
recognized by the publication: David B. Weinstein, managing
shareholder of the Tampa office and a member of the firm's
environmental and litigation practices; Robert A. Soriano, a
shareholder in the firm's business reorganization and bankruptcy
practice, and Richard C. McCrea, Jr. and Scott T. Silverman,
shareholders in the firm's labor and employment practice.  The
office has grown by 18 lawyers since its founding in August 2006.

"We particularly value this recognition because it is based on
input from clients and peers who have a choice when selecting
providers of legal services, both here in Tampa and throughout the
United States," Mr. Weinstein said.

In Florida firm practices ranked under Band 1, the highest
possible, were: Bankruptcy and Restructuring, Corporate and M&A,
Environment, Immigration, Labor & Employment, Litigation: General
Commercial, Litigation: White-Collar Crime & Government
Investigations, Real Estate, Real Estate: Zoning and Land Use, and
Tax.

Additionally, Greenberg Traurig chief cxecutive officer Cesar L.
Alvarez was presented with a Lifetime Achievement Award at the
Chambers USA Awards for Excellence ceremony in New York City.  
Additionally, the firm's Florida Corporate and M&A: Latin American
Investment practice was the only such practice in the state ranked
under the directory's Band 1.

Chambers & Partners USA Guide selects lawyers for inclusion based
on thousands of interviews with practicing lawyers and with
clients around the world.  Firmwide, individual lawyers received a
No. 1 ranking in Bankruptcy and Restructuring; Construction;
Corporate and M&A Immigration; Labor & Employment; Litigation:
Appellate; Litigation: General Commercial; Litigation: White-
Collar Crime & Government Investigations; Media & Entertainment:
Music; Real Estate; Real Estate: Zoning and Land Use; Tax; and
Tax: Employee Benefits.

In addition to the individual rankings, Chambers & Partners ranked
54 of the firm's areas of practice by geographic region.

                     About Greenberg Traurig

Headquartered in Miami, Florida, Greenberg Traurig LLP --
http://www.gtlaw.com/-- is an international, full-service law   
firm with more than 1,750 lawyers and governmental affairs
professionals in the United States, Europe and Asia.   

Greenberg Traurig serves clients from offices in: Albany, New
York; Amsterdam, The Netherlands; Atlanta, Georgia; Boca Raton,
Florida; Boston, Massachusetts; Chicago, Illinois; Dallas, Texas;
Denver, Colorado; Fort Lauderdale, Florida; Houston, Texas; Las
Vegas, Nevada; Los Angeles, California; Miami, Florida;
Morristown, New Jersey; New York City; Orange County, California;
Orlando, Florida; Philadelphia, Pennsylvania; Phoenix, Arizona;
Sacramento, California; Silicon Valley, California; Tallahassee,
FL; Tampa Bay, Florida; Tokyo, Japan; Tysons Corner, Virginia;
Washington, D.C.; West Palm Beach, Florida; Wilmington, Delaware;
and Zurich, Switzerland.  Additionally, the firm has strategic
alliances with these independent law firms: Olswang, London and
Brussels; Studio Santa Maria, Milan and Rome; and Hayabusa Kokusai
Law Offices in Tokyo.


* Jones Day Welcomes M&A Partner S. Wade Angus in New York Office
-----------------------------------------------------------------
Jones Day said that S. Wade Angus, 43, has joined its Mergers &
Acquisitions Practice as a partner in New York. He was formerly a
partner at Weil, Gotshal & Manges, where he led the firm’s Brazil
practice.  Mr. Angus’ diverse corporate practice is focused on
cross-border M&A, infrastructure M&A, private equity, joint
venture, and restructuring transactions.

"[Mr. Angus] is a widely recognized and extremely talented M&A
lawyer who will significantly enhance our international
transactions team," said Robert Profusek, leader of the global
Mergers & Acquisitions Practice at Jones Day.  "We are delighted
he has decided to join us."

Mr. Angus has extensive experience in the energy, transportation
and infrastructure, financial services, media and
telecommunications sectors, representing clients in mergers &
acquisitions (both public and private), divestitures, private
equity investments, and joint ventures in the US, Europe, and
Latin America.  Recent clients have included Intesa Sanpaolo,
Brookfield Asset Management, Citigroup Global Markets, Advent
International, and The Port Authority of New York and New Jersey.

"Besides the rising tide of M&A and private equity activity in
Brazil and throughout Latin America, many major transactions have
international components in today's environment," said Mr. Angus.
"Jones Day's international footprint is a matchless resource in
getting optimal outcomes for clients."

Mr. Angus also regularly advises investment banks acting as
financial advisors and rendering fairness opinions in cross-border
mergers and acquisition transactions.  He is a frequent speaker on
cross-border M&A and private equity and has authored articles on
private equity and M&A in Brazil, among other topics.

Mr. Angus is a member of the Board of Directors of the Brazilian-
American Chamber of Commerce Inc.  He is fluent in Portuguese and
speaks Spanish. He graduated from Brigham Young University in 1989
and received his law degree from Cornell Law School in 1993.

                         About Jones Day

Since 1893, Jones Day -- http://www.jonesday.com/-- has grown, in  
response to its clients' needs, from a small, local practice to a
truly global firm with more than 2,300 lawyers in 30 offices
around the world.  Jones Day is one of the most recognized and
respected law firms in the world, and with more than 250 of the
Fortune 500 among its clients.

Jones Day takes pride in these recent achievements: "Number One
for Client Service," 2002, 2004, and 2005; Top "Market Mover" in
2006, BTI Consulting Group, Inc.; "International Law Firm of the
Year," Asian Legal Business, 2005 and 2006; and Second most cited,
"Who Represents Corporate America," Corporate Counsel, 2006.

Its areas of practice include Antitrust & Competition Law, Banking
& Finance, Business Restructuring & Reorganization, Capital
Markets, Corporate Criminal Investigations, Employee Benefits &
Executive Compensation, Energy Delivery & Power, and
Environmental, Health & Safety, Government Regulation, Health
Care, Intellectual Property, International Litigation &
Arbitration, Issues & Appeals, Labor & Employment, Mergers &
Acquisitions, and Oil & Gas.


* M. Carter DeLorme Joins Jones Day's Labor Practice as Partner
---------------------------------------------------------------
Jones Day said that M. Carter DeLorme has joined the Firm's Labor
& Employment Practice as a partner in the Washington Office.

Mr. DeLorme, formerly a partner with Winston & Strawn LLP in
Washington, has represented clients before the National Labor
Relations Board, the U.S. Equal Employment Opportunity Commission,
state employment agencies, dispute resolution organizations, and
in federal and state courts.  His practice encompasses a wide
variety of statutory and contract-based employment matters such as
defamation, whistleblower, trade secrets, restrictive covenant,
wage and hour, and all manner of discrimination claims. Mr.
DeLorme also counsels clients on nonlitigation matters that are
impacted by federal and state employment laws, as well as those
relating to employee restrictive covenant agreements. He has
advised clients on organized labor issues, including union
avoidance, union organizing, and election campaign strategies.

A graduate of the University of Pennsylvania (B.A. in History
1992) and Georgetown University (J.D. 1995), Mr. DeLorme has also
represented Major League Baseball franchises in a consulting and
in a lead trial counsel role with respect to their player salary
arbitration concerns.

                         About Jones Day

Since 1893, Jones Day -- http://www.jonesday.com/-- has grown, in  
response to its clients' needs, from a small, local practice to a
truly global firm with more than 2,300 lawyers in 30 offices
around the world.  Jones Day is one of the most recognized and
respected law firms in the world, and with more than 250 of the
Fortune 500 among its clients.

Jones Day takes pride in these recent achievements: "Number One
for Client Service," 2002, 2004, and 2005; Top "Market Mover" in
2006, BTI Consulting Group, Inc.; "International Law Firm of the
Year," Asian Legal Business, 2005 and 2006; and Second most cited,
"Who Represents Corporate America," Corporate Counsel, 2006.

Its areas of practice include Antitrust & Competition Law, Banking
& Finance, Business Restructuring & Reorganization, Capital
Markets, Corporate Criminal Investigations, Employee Benefits &
Executive Compensation, Energy Delivery & Power, and
Environmental, Health & Safety, Government Regulation, Health
Care, Intellectual Property, International Litigation &
Arbitration, Issues & Appeals, Labor & Employment, Mergers &
Acquisitions, and Oil & Gas.


* Jones Day adds Michael McCauley in Trial Practice Division
------------------------------------------------------------
Jones Day said that Michael McCauley, a well-respected litigator
who has represented clients in a wide variety of complex matters,
has joined the Firm's Trial Practice as a partner in Los Angeles.
Mr. McCauley comes to Jones Day after an 11-year career at
Kirkland & Ellis LLP, where he was most recently a partner in the
firm’s Los Angeles and New York offices.

Mr. McCauley has represented major corporate clients in a wide
variety of complex matters, including class actions, SEC
investigations, product liability litigation, bankruptcy cases,
and various commercial litigation disputes.  He has worked with
clients in the healthcare, pharmaceutical, telecommunications,
aerospace, water purification, and retail industries.

"[Mr. McCauley] is a highly regarded litigator with a rich breadth
of experience.  His skills will be extremely valuable to our
clients," said Rick McKnight, Partner-In-Charge of Jones Day’s Los
Angeles Office.  "Our trial practice continues to be powered by
one of the deepest teams of seasoned litigators in California.
Michael adds to that powerhouse."

Mr. McCauley graduated magna cum laude from the Notre Dame Law
School, where he served as Research & Project Editor on the Notre
Dame Law Review. He was also a law clerk for the Honorable Wayne
R. Anderson, U.S. District Court, Northern District of Illinois.

                         About Jones Day

Since 1893, Jones Day -- http://www.jonesday.com/-- has grown, in  
response to its clients' needs, from a small, local practice to a
truly global firm with more than 2,300 lawyers in 30 offices
around the world.  Jones Day is one of the most recognized and
respected law firms in the world, and with more than 250 of the
Fortune 500 among its clients.

Jones Day takes pride in these recent achievements: "Number One
for Client Service," 2002, 2004, and 2005; Top "Market Mover" in
2006, BTI Consulting Group, Inc.; "International Law Firm of the
Year," Asian Legal Business, 2005 and 2006; and Second most cited,
"Who Represents Corporate America," Corporate Counsel, 2006.

Its areas of practice include Antitrust & Competition Law, Banking
& Finance, Business Restructuring & Reorganization, Capital
Markets, Corporate Criminal Investigations, Employee Benefits &
Executive Compensation, Energy Delivery & Power, and
Environmental, Health & Safety, Government Regulation, Health
Care, Intellectual Property, International Litigation &
Arbitration, Issues & Appeals, Labor & Employment, Mergers &
Acquisitions, and Oil & Gas.


* PBGC Suggests Cut in Plan Payments Upon Sponsor's Bankruptcy
--------------------------------------------------------------
The Pension Benefit Guaranty Corporation proposed on July 1, 2008,
to fix the termination date of a single-employer plan to the
bankruptcy filing date should its sponsor file for bankruptcy.  
This proposed rule intends to cut funds paid to plan participants.

According to PBGC, many single-employer pension plans that
terminate in a distress or involuntary termination do so while the
plan sponsor is in bankruptcy.  Two of the criteria for a distress
termination are based on the sponsor's liquidating or reorganizing
in bankruptcy.

A persistent problem for the PBGC insurance program has been that
the funded status of plans often deteriorates significantly while
the plan sponsor is in bankruptcy, PBGC said.  Many sponsors have
failed to make minimum funding contributions to their plans during
the bankruptcy, while the plan continues to pay retiree benefits
as usual and employees continue to earn additional benefits.
Because the termination date often comes after the sponsor has
been in bankruptcy for some time, the result has been that PBGC's
losses often increase substantially during the course of a
bankruptcy proceeding, PBGC continued.

A full-text copy of the proposal is available for free at
http://ResearchArchives.com/t/s?2f1c

Comments to the proposal must be submitted on or before Sept. 2,
2008, to:

    a. Federal eRulemaking Portal: http://www.regulations.gov
       E-mail: reg.comments@pbgc.gov
       Fax: 202-326-4224
    
    b. Mail or Hand Delivery:
       Legislative and Regulatory Department
       Pension Benefit Guaranty Corporation
       1200 K. Street, Northwest
       Washington, DC 20005-4026.

Submissions must include the Regulation Identifier Number for
the rulemaking (RIN 1212-AA98).  Comments received, including
personal information provided, will be posted to
http://www.pbgc.gov/  Copies of comments may also be obtained by  
writing to Disclosure Division, Office of the General Counsel
Pension Benefit Guaranty Corporation or calling 202-326-4040.


* Paralegals Enjoy 4.9% Raise in Pay, ALM/IPMA 2008 Survey Says
---------------------------------------------------------------
ALM Research released its Annual Compensation Survey for
Paralegals/Legal Assistants and Managers, 2008 Edition.  More than
363 organizations participated in the survey (285 law firms and 78
law departments), representing a total of 14,216 paralegal
positions.  The study was conducted by ALM's recently-acquired
Altman Weil Publications group, in conjunction with the
International Paralegal Management Association.  A copy of the
survey can be purchased at http://www.lawcatalog.com

Results of the survey include:

   -- The compensation of paralegals in U.S. law firms and
      corporate law departments showed solid increases over the
      previous year, above the rise in the cost of living.

   -- Paralegals working in law firms received somewhat higher
      increases than their law department peers, for exempt
      paralegals at firms, salaries increased by an average of
      4.9% compared to 3.8% in corporate law departments.

   -- Within law firms, the highest paid paralegals are litigation
      support/technology managers who earned a median annual base
      compensation of $115,000.

   -- The average billing rate for paralegals was more than $150
      per hour, with rates for most positions exceeding $175.
      Paralegal case managers in law firms averaged 1,642 billable
      hours, followed by senior paralegals at 1,530.

ALM Research produces ALM Research Online, a subscription database
of legal market intelligence, as well as a number of syndicated
survey reports, including the annual Law Firm Business Development
Survey, the 2007 ALM Research Survey of Law Firm Billing Rates and
Practices, and the 2006 Global Law Firm Knowledge Management
Survey.

                          About the IPMA

The International Paralegal Management Association, --
http://www.paralegalmanagement.org/-- founded in 1984 as the  
Legal Assistant Management Association, promotes the development,
professional standing and visibility of paralegal management
professionals and consists of members throughout the United States
and Canada as well as parts of Europe, Asia and the Caribbean.

                             About ALM

ALM -- http://www.alm.com/-- is an integrated media company,  
focused on the legal and business communities.  ALM currently owns
and publishes 33 national and regional magazines and newspapers,
including The American Lawyer, Corporate Counsel, The National Law
Journal and Real Estate Forum.  The company is one of North
America's producers of conferences and trade shows for business
leaders and the legal profession.  ALM's Law.com is the Web's
legal news and information network, while ALM's GlobeSt.com is the
Web's information source for commercial real estate professionals.  
Other ALM businesses include book and newsletter publishing, court
verdict and settlement reporting, production of professional
educational seminars, market research and content distribution.  
ALM is an Incisive Media company.

                       About Incisive Media

Incisive Media -- http://www.incisivemedia.com/-- provides   
specialist business information, in print, in person and online.
Incisive Media operates in four principal markets: financial
services, risk management, professional services and marketing
services.  Incisive Media's market brands include Investment Week,
Post Magazine, Risk, Search Engine Strategies, Accountancy Age,
Professional Pensions, Computing and Legal Week.

ALM, The American Lawyer, Corporate Counsel, The National Law
Journal, Law.com and all other ALM publication and product names
are either registered trademarks or trademarks of ALM Properties,
Inc.


* BOND PRICING: For the Week of June 30 to July 4, 2008
-------------------------------------------------------

Issuer                        Coupon   Maturity   Price
------                        ------   --------   -----
ABC RAIL PRODUCT              10.500%   01/15/04       0
ABC RAIL PRODUCT              10.500%   12/31/04     100
ABITIBI-CONS FIN               7.875%   08/01/09      75
ADVANTA CAP TR                 8.990%   12/17/26      68
AIRTRAN HOLDINGS               7.000%   07/01/23      71
ALERIS INTL INC               10.000%   12/15/16      73
ALESCO FINANCIAL               7.625%   05/15/27      59
ALION SCIENCE                 10.250%   02/01/15      71
ALLEGIANCE TEL                11.750%   02/15/08       7
ALLEGIANCE TEL                12.875%   05/15/08       7
AM AIRLN EQ TRST              10.680%   03/04/13      65
AM AIRLN PT TRST               7.377%   05/23/19      69
AM AIRLN PT TRST               8.390%   01/02/17      73
AM AIRLN PT TRST               9.730%   09/29/14      72
AMBAC INC                      5.950%   12/05/35      49
AMBAC INC                      6.150%   02/07/87      26
AMBAC INC                      7.500%   05/01/23      66
AMBASSADORS INTL               3.750%   04/15/27      53
AMD                            6.000%   05/01/15      71
AMD                            6.000%   05/01/15    N.A.
AMER & FORGN PWR               5.000%   03/01/30      52
AMER COLOR GRAPH              10.000%   06/15/10      35
AMER TISSUE INC               12.500%   07/15/06       0
AMERICREDIT CORP               0.750%   09/15/11      71
AMERICREDIT CORP               2.125%   09/15/13      67
AMES TRUE TEMPER              10.000%   07/15/12      69
AMR CORP                       9.000%   08/01/12      72
AMR CORP                       9.000%   09/15/16      67
AMR CORP                       9.750%   08/15/21      70
AMR CORP                       9.880%   06/15/20      61
AMR CORP                      10.000%   04/15/21      65
AMR CORP                      10.150%   05/15/20      68
AMR CORP                      10.200%   03/15/20      74
ANTIGENICS                     5.250%   02/01/25      45
ASHTON WOODS USA               9.500%   10/01/15      57
ASPECT MEDICAL                 2.500%   06/15/14      57
ASPECT MEDICAL                 2.500%   06/15/14    N.A.
ASSURED GUARANTY               6.400%   12/15/66      74
AT HOME CORP                   4.750%   12/15/06       0
ATHEROGENICS INC               1.500%   02/01/12      10
ATHEROGENICS INC               4.500%   03/01/11      11
AVENTINE RENEW                10.000%   04/01/17      73
BALLY TOTAL FITN              13.000%   07/15/11      68
BANK NEW ENGLAND               8.750%   04/01/99       7
BANK NEW ENGLAND               9.500%   02/15/96     100
BANK NEW ENGLAND               9.875%   09/15/99       7
BANKUNITED CAP                 3.125%   03/01/34      42
BBN CORP                       6.000%   04/01/12       0
BEARINGPOINT INC               3.100%   12/15/24      41
BEARINGPOINT INC               4.100%   12/15/24      38
BELL MICROPRODUC               3.750%   03/05/24      70
BON-TON DEPT STR              10.250%   03/15/14      75
BORDEN INC                     7.875%   02/15/23      47
BORDEN INC                     8.375%   04/15/16      56
BORDEN INC                     9.200%   03/15/21      57
BORLAND SOFTWARE               2.750%   02/15/12      69
BOWATER INC                    6.500%   06/15/13      66
BOWATER INC                    9.375%   12/15/21      69
BOWATER INC                    9.500%   10/15/12      63
BRODER BROS CO                11.250%   10/15/10      68
BUDGET GROUP INC               9.125%   04/01/06       0
BUFFALO THUNDER                9.375%   12/15/14    N.A.
BUFFETS INC                   12.500%   11/01/14       3
BURLINGTON NORTH               3.200%   01/01/45      50
CAPITALSOURCE                  3.500%   07/15/34      70
CAPMARK FINL GRP               6.300%   05/10/17      73
CCH I LLC                      9.920%   04/01/14      72
CCH I LLC                     10.000%   05/15/14      70
CCH I LLC                     11.125%   01/15/14      72
CD RADIO INC                   8.750%   09/29/09       5
CHARMING SHOPPES               1.125%   05/01/14      64
CHARTER COMM HLD              10.000%   05/15/11      70
CHARTER COMM HLD              11.125%   01/15/11      70
CHARTER COMM HLD              11.750%   05/15/11      67
CHARTER COMM LP                6.500%   10/01/27      60
CHENIERE ENERGY                2.250%   08/01/12      54
CHIC EAST ILL RR               5.000%   01/01/54      61
CHS ELECTRONICS                9.875%   04/15/05     100
CIT GROUP INC                  4.950%   02/15/15      70
CIT GROUP INC                  5.050%   09/15/14      68
CIT GROUP INC                  5.500%   08/15/13      71
CIT GROUP INC                  5.800%   12/15/16      68
CIT GROUP INC                  5.900%   03/15/22      70
CIT GROUP INC                  5.950%   02/15/22      69
CIT GROUP INC                  5.950%   09/15/16      69
CIT GROUP INC                  6.000%   05/15/22      69
CIT GROUP INC                  6.000%   11/15/16      70
CIT GROUP INC                  6.050%   09/15/16      70
CIT GROUP INC                  6.100%   03/15/67      55
CIT GROUP INC                  6.150%   05/15/16      72
CIT GROUP INC                  6.150%   09/15/21      68
CIT GROUP INC                  6.250%   01/15/13      72
CIT GROUP INC                  6.250%   01/15/13      75
CIT GROUP INC                  6.250%   09/15/21      68
CIT GROUP INC                  6.250%   11/15/17      74
CIT GROUP INC                  6.250%   11/15/21      73
CIT GROUP INC                  6.500%   03/15/11      72
CITIZENS UTIL CO               7.000%   11/01/25      77
CLAIRE'S STORES                9.250%   06/01/15      68
CLAIRE'S STORES                9.625%   06/01/15      59
CLAIRE'S STORES               10.500%   06/01/17      54
CLEAR CHANNEL                  4.900%   05/15/15      63
CLEAR CHANNEL                  5.000%   03/15/12      76
CLEAR CHANNEL                  5.500%   09/15/14      66
CLEAR CHANNEL                  5.500%   12/15/16      60
CLEAR CHANNEL                  5.750%   01/15/13      72
CLEAR CHANNEL                  6.875%   06/15/18      64
CLEAR CHANNEL                  7.250%   10/15/27      59
CMP SUSQUEHANNA                9.875%   05/15/14      72
COGENT COMMUNICA               1.000%   06/15/27      67
COLLINS & AIKMAN              10.750%   12/31/11       0
COLOR TILE INC                10.750%   12/15/01     100
COLUMBIA/HCA                   7.050%   12/01/27      78
COLUMBIA/HCA                   7.500%   11/15/95      71
COMERICA CAP TR                6.576%   02/20/37      69
COMPUCREDIT                    3.625%   05/30/25      50
COMPUCREDIT                    5.875%   11/30/35      43
CONEXANT SYSTEMS               4.000%   03/01/26      76
CONSTAR INTL                  11.000%   12/01/12      56
CONTL AIRLINES                 8.750%   12/01/11      70
COUNTRYWIDE FINL               5.250%   05/11/20      64
COUNTRYWIDE FINL               5.250%   05/27/20      67
COUNTRYWIDE FINL               5.750%   01/24/31      64
COUNTRYWIDE FINL               5.800%   01/27/31      64
COUNTRYWIDE FINL               6.000%   02/08/36      65
COUNTRYWIDE FINL               6.000%   03/16/26      67
COUNTRYWIDE FINL               6.000%   03/23/21      68
COUNTRYWIDE FINL               6.000%   04/06/21      72
COUNTRYWIDE FINL               6.000%   04/13/21      66
COUNTRYWIDE FINL               6.000%   11/14/35      65
COUNTRYWIDE FINL               6.000%   11/22/30      66
COUNTRYWIDE FINL               6.000%   12/14/35      66
COUNTRYWIDE FINL               6.125%   04/26/21      69
COUNTRYWIDE FINL               6.300%   04/28/36      67
COUNTRYWIDE HOME               5.000%   05/16/13      75
COUNTRYWIDE HOME               5.500%   05/16/18      68
COUNTRYWIDE HOME               5.900%   01/24/18      72
COUNTRYWIDE HOME               6.000%   01/24/18      74
COUNTRYWIDE HOME               6.000%   05/16/23      65
COUNTRYWIDE HOME               6.000%   07/23/29      68
COUNTRYWIDE HOME               6.150%   06/25/29      71
COUNTRYWIDE HOME               6.200%   07/16/29      66
CV THERAPEUTICS                3.250%   08/16/13      75
DECODE GENETICS                3.500%   04/15/11      39
DELPHI CORP                    6.500%   08/15/13      42
DELPHI CORP                    8.250%   10/15/33      10
DELTA AIR LINES                8.000%   12/01/15      57
DELTA AIR LINES                9.875%   04/30/08    N.A.
DELTA AIR LINES               10.500%   04/30/16    N.A.
DELTA MILLS INC                9.625%   09/01/07      10
DENDREON CORP                  4.750%   06/15/14      73
DILLARD DEPT STR               7.750%   05/15/27      80
DILLARD DEPT STR               7.750%   07/15/26      75
DILLARDS INC                   7.000%   12/01/28      71
DOWNEY FINANCIAL               6.500%   07/01/14      69
DURA OPERATING                 8.625%   04/15/12      11
DURA OPERATING                 9.000%   05/01/09       0
EDDIE BAUER HLDG               5.250%   04/01/14      71
EPIX MEDICAL INC               3.000%   06/15/24      61
EQUISTAR CHEMICA               7.550%   02/15/26      71
EVEREST RE HLDGS               6.600%   05/15/37      75
EXODUS COMM INC                4.750%   07/15/08       0
FAMILY GOLF CTRS               5.750%   10/15/04       0
FEDDERS NORTH AM               9.875%   03/01/14       5
FIN SEC ASSUR                  6.400%   12/15/66      74
FINLAY FINE JWLY               8.375%   06/01/12      41
FINOVA GROUP                   7.500%   11/15/09      12
FIRST DATA CORP                4.500%   06/15/10      74
FIRST DATA CORP                4.700%   08/01/13      50
FIRST DATA CORP                4.850%   10/01/14      48
FIRST DATA CORP                4.950%   06/15/15      49
FIRST DATA CORP                5.625%   11/01/11      74
FIVE STAR QUALIT               3.750%   10/15/26      73
FONTAINEBLEAU LA              10.250%   06/15/15      71
FORD HOLDINGS                  9.300%   03/01/30      78
FORD HOLDINGS                  9.375%   03/01/20      81
FORD MOTOR CO                  6.375%   02/01/29      60
FORD MOTOR CO                  6.500%   08/01/18      66
FORD MOTOR CO                  6.625%   02/15/28      58
FORD MOTOR CO                  6.625%   10/01/28      59
FORD MOTOR CO                  7.125%   11/15/25      60
FORD MOTOR CO                  7.400%   11/01/46      60
FORD MOTOR CO                  7.450%   07/16/31      67
FORD MOTOR CO                  7.500%   08/01/26      63
FORD MOTOR CO                  7.700%   05/15/97      65
FORD MOTOR CO                  7.750%   06/15/43      59
FORD MOTOR CO                  8.875%   01/15/22      70
FORD MOTOR CO                  8.900%   01/15/32      73
FORD MOTOR CRED                5.650%   01/21/14      74
FORD MOTOR CRED                5.750%   01/21/14      72
FORD MOTOR CRED                5.750%   02/20/14      74
FORD MOTOR CRED                5.750%   02/20/14      75
FORD MOTOR CRED                5.900%   02/20/14      74
FORD MOTOR CRED                6.000%   01/20/15      72
FORD MOTOR CRED                6.000%   01/21/14      73
FORD MOTOR CRED                6.000%   03/20/14      71
FORD MOTOR CRED                6.000%   03/20/14      72
FORD MOTOR CRED                6.000%   03/20/14      74
FORD MOTOR CRED                6.000%   11/20/14      73
FORD MOTOR CRED                6.000%   11/20/14      74
FORD MOTOR CRED                6.050%   02/20/14      76
FORD MOTOR CRED                6.050%   02/20/15      70
FORD MOTOR CRED                6.050%   03/20/14      74
FORD MOTOR CRED                6.050%   04/21/14      70
FORD MOTOR CRED                6.050%   12/22/14      71
FORD MOTOR CRED                6.050%   12/22/14      75
FORD MOTOR CRED                6.100%   02/20/15      71
FORD MOTOR CRED                6.150%   01/20/15      73
FORD MOTOR CRED                6.150%   12/22/14      72
FORD MOTOR CRED                6.200%   03/20/15      69
FORD MOTOR CRED                6.250%   01/20/15      70
FORD MOTOR CRED                6.250%   03/20/15      74
FORD MOTOR CRED                6.250%   04/21/14      68
FORD MOTOR CRED                6.250%   12/20/13      74
FORD MOTOR CRED                6.250%   12/20/13      75
FORD MOTOR CRED                6.300%   05/20/14      73
FORD MOTOR CRED                6.300%   05/20/14      73
FORD MOTOR CRED                6.350%   04/21/14      74
FORD MOTOR CRED                6.500%   03/20/15      71
FORD MOTOR CRED                6.500%   12/20/13      74
FORD MOTOR CRED                6.650%   06/20/14      75
FORD MOTOR CRED                6.650%   10/21/13      75
FORD MOTOR CRED                6.750%   06/20/14      75
FORD MOTOR CRED                6.800%   03/20/15      74
FORD MOTOR CRED                6.800%   06/20/14      71
FORD MOTOR CRED                7.250%   07/20/17      68
FORD MOTOR CRED                7.250%   07/20/17      72
FORD MOTOR CRED                7.350%   09/15/15      75
FORD MOTOR CRED                7.400%   08/21/17      73
FORD MOTOR CRED                7.500%   08/20/32      68
FRANKLIN BANK                  4.000%   05/01/27      33
FRONTIER AIRLINE               5.000%   12/15/25      23
GENERAL MOTORS                 6.750%   05/01/28      53
GENERAL MOTORS                 7.375%   05/23/48      62
GENERAL MOTORS                 7.400%   09/01/25      61
GENERAL MOTORS                 7.700%   04/15/16      73
GENERAL MOTORS                 8.100%   06/15/24      65
GENERAL MOTORS                 8.250%   07/15/23      71
GENERAL MOTORS                 8.375%   07/15/33      67
GENERAL MOTORS                 8.800%   03/01/21      76
GENERAL MOTORS                 9.400%   07/15/21      77
GEORGIA GULF CRP              10.750%   10/15/16      70
GLOBAL HEALTH SC              11.000%   05/01/08       0
GLOBALSTAR INC                 5.750%   04/01/28      72
GMAC                           5.250%   01/15/14      66
GMAC                           5.350%   01/15/14      71
GMAC                           5.700%   06/15/13      68
GMAC                           5.700%   10/15/13      70
GMAC                           5.700%   12/15/13      68
GMAC                           5.750%   01/15/14      69
GMAC                           5.850%   05/15/13      73
GMAC                           5.850%   06/15/13      67
GMAC                           5.850%   06/15/13      69
GMAC                           5.850%   06/15/13      73
GMAC                           5.900%   01/15/19      55
GMAC                           5.900%   01/15/19      57
GMAC                           5.900%   02/15/19      59
GMAC                           5.900%   10/15/19      63
GMAC                           5.900%   12/15/13      66
GMAC                           5.900%   12/15/13      66
GMAC                           6.000%   02/15/19      56
GMAC                           6.000%   02/15/19      58
GMAC                           6.000%   02/15/19      62
GMAC                           6.000%   03/15/19      56
GMAC                           6.000%   03/15/19      56
GMAC                           6.000%   03/15/19      58
GMAC                           6.000%   03/15/19      59
GMAC                           6.000%   03/15/19      59
GMAC                           6.000%   04/15/19      58
GMAC                           6.000%   07/15/13      73
GMAC                           6.000%   09/15/19      56
GMAC                           6.000%   09/15/19      57
GMAC                           6.000%   11/15/13      68
GMAC                           6.000%   12/15/13      71
GMAC                           6.050%   08/15/19      56
GMAC                           6.050%   08/15/19      60
GMAC                           6.050%   10/15/19      56
GMAC                           6.100%   05/15/13      72
GMAC                           6.100%   09/15/19      56
GMAC                           6.100%   11/15/13      70
GMAC                           6.125%   10/15/19      57
GMAC                           6.150%   08/15/19      64
GMAC                           6.150%   09/15/13      67
GMAC                           6.150%   09/15/19      57
GMAC                           6.150%   10/15/19      57
GMAC                           6.150%   11/15/13      73
GMAC                           6.150%   12/15/13      69
GMAC                           6.200%   04/15/19      60
GMAC                           6.200%   11/15/13      71
GMAC                           6.250%   01/15/19      60
GMAC                           6.250%   03/15/13      74
GMAC                           6.250%   04/15/19      60
GMAC                           6.250%   05/15/19      57
GMAC                           6.250%   07/15/13      70
GMAC                           6.250%   07/15/19      57
GMAC                           6.250%   10/15/13      71
GMAC                           6.250%   11/15/13      71
GMAC                           6.250%   12/15/18      65
GMAC                           6.300%   08/15/19      60
GMAC                           6.300%   08/15/19      61
GMAC                           6.300%   10/15/13      74
GMAC                           6.300%   11/15/13      68
GMAC                           6.350%   04/15/19      57
GMAC                           6.350%   05/15/13      69
GMAC                           6.350%   07/15/19      59
GMAC                           6.350%   07/15/19      60
GMAC                           6.375%   01/15/14      66
GMAC                           6.375%   08/01/13      74
GMAC                           6.400%   11/15/19      57
GMAC                           6.400%   11/15/19      59
GMAC                           6.400%   12/15/18      58
GMAC                           6.450%   02/15/13      72
GMAC                           6.500%   01/15/20      58
GMAC                           6.500%   02/15/20      66
GMAC                           6.500%   03/15/13      72
GMAC                           6.500%   05/15/13      73
GMAC                           6.500%   05/15/19      58
GMAC                           6.500%   06/15/13      77
GMAC                           6.500%   06/15/18      59
GMAC                           6.500%   08/15/13      72
GMAC                           6.500%   11/15/13      73
GMAC                           6.500%   11/15/18      60
GMAC                           6.500%   12/15/18      62
GMAC                           6.500%   12/15/18      62
GMAC                           6.550%   12/15/19      63
GMAC                           6.600%   05/15/18      59
GMAC                           6.600%   06/15/19      58
GMAC                           6.600%   06/15/19      59
GMAC                           6.600%   08/15/16      60
GMAC                           6.650%   02/15/20      61
GMAC                           6.650%   06/15/18      58
GMAC                           6.650%   10/15/18      59
GMAC                           6.650%   10/15/18      59
GMAC                           6.700%   05/15/14      70
GMAC                           6.700%   05/15/14      73
GMAC                           6.700%   06/15/14      74
GMAC                           6.700%   06/15/18      56
GMAC                           6.700%   06/15/18      59
GMAC                           6.700%   06/15/19      65
GMAC                           6.700%   08/15/16      65
GMAC                           6.700%   11/15/18      58
GMAC                           6.700%   12/15/19      61
GMAC                           6.750%   03/15/18      61
GMAC                           6.750%   03/15/20      65
GMAC                           6.750%   04/15/13      74
GMAC                           6.750%   05/15/19      56
GMAC                           6.750%   05/15/19      63
GMAC                           6.750%   06/15/14      67
GMAC                           6.750%   06/15/17      63
GMAC                           6.750%   06/15/19      61
GMAC                           6.750%   06/15/19      62
GMAC                           6.750%   07/15/16      67
GMAC                           6.750%   07/15/18      60
GMAC                           6.750%   08/15/16      71
GMAC                           6.750%   09/15/16      69
GMAC                           6.750%   09/15/18      61
GMAC                           6.750%   10/15/18      59
GMAC                           6.750%   11/15/18      63
GMAC                           6.750%   12/01/14      77
GMAC                           6.800%   02/15/13      72
GMAC                           6.800%   04/15/13      75
GMAC                           6.800%   09/15/18      60
GMAC                           6.800%   10/15/18      66
GMAC                           6.850%   05/15/18      60
GMAC                           6.875%   04/15/13      71
GMAC                           6.875%   07/15/18      67
GMAC                           6.875%   08/15/16      64
GMAC                           6.900%   06/15/17      60
GMAC                           6.900%   07/15/18      64
GMAC                           6.900%   08/15/18      61
GMAC                           6.950%   06/15/17      60
GMAC                           7.000%   01/15/13      74
GMAC                           7.000%   02/15/18      60
GMAC                           7.000%   02/15/18      60
GMAC                           7.000%   02/15/18      64
GMAC                           7.000%   02/15/21      63
GMAC                           7.000%   03/15/18      65
GMAC                           7.000%   05/15/18      61
GMAC                           7.000%   06/15/17      65
GMAC                           7.000%   06/15/22      64
GMAC                           7.000%   07/15/17      61
GMAC                           7.000%   08/15/18      65
GMAC                           7.000%   09/15/18      62
GMAC                           7.000%   09/15/21      60
GMAC                           7.000%   09/15/21      67
GMAC                           7.000%   11/15/23      64
GMAC                           7.000%   11/15/24      58
GMAC                           7.000%   11/15/24      60
GMAC                           7.000%   11/15/24      62
GMAC                           7.050%   03/15/18      60
GMAC                           7.050%   03/15/18      63
GMAC                           7.050%   04/15/18      59
GMAC                           7.125%   10/15/17      62
GMAC                           7.150%   01/15/25      65
GMAC                           7.150%   03/15/25      67
GMAC                           7.150%   09/15/18      65
GMAC                           7.200%   10/15/17      60
GMAC                           7.200%   10/15/17      67
GMAC                           7.250%   01/15/18      63
GMAC                           7.250%   01/15/25      56
GMAC                           7.250%   02/15/25      64
GMAC                           7.250%   03/15/25      60
GMAC                           7.250%   04/15/18      62
GMAC                           7.250%   04/15/18      63
GMAC                           7.250%   08/15/18      62
GMAC                           7.250%   08/15/18      70
GMAC                           7.250%   09/15/17      60
GMAC                           7.250%   09/15/17      62
GMAC                           7.250%   09/15/17      64
GMAC                           7.250%   09/15/17      66
GMAC                           7.250%   09/15/18      65
GMAC                           7.300%   01/15/18      66
GMAC                           7.300%   01/15/18      71
GMAC                           7.300%   12/15/17      62
GMAC                           7.350%   04/15/18      62
GMAC                           7.375%   04/15/18      66
GMAC                           7.375%   11/15/16      64
GMAC                           7.400%   12/15/17      63
GMAC                           7.500%   03/15/25      67
GMAC                           7.500%   08/15/17      66
GMAC                           7.500%   11/15/16      69
GMAC                           7.500%   11/15/17      68
GMAC                           7.500%   11/15/17      69
GMAC                           7.500%   12/15/17      67
GMAC                           7.500%   12/15/17      74
GMAC                           7.750%   10/15/17      66
GMAC                           8.000%   03/15/25      71
GMAC                           8.000%   10/15/17      70
GMAC                           8.000%   11/15/17      69
GMAC                           9.000%   07/15/20      77
GOLDEN BOOKS PUB              10.750%   12/31/04       0
GRANCARE INC                   9.375%   09/15/05       0
GULF STATES STL               13.500%   04/15/03     100
HARRAHS OPER CO                5.375%   12/15/13      65
HARRAHS OPER CO                5.625%   06/01/15      58
HARRAHS OPER CO                5.750%   10/01/17      55
HARRAHS OPER CO                6.500%   06/01/16      60
HAWAIIAN TELCOM                9.750%   05/01/13      40
HAWAIIAN TELCOM               12.500%   05/01/15      26
HEADWATERS INC                 2.500%   02/01/14      68
HEADWATERS INC                 2.500%   02/01/14      71
HERBST GAMING                  7.000%   11/15/14      22
HERBST GAMING                  8.125%   06/01/12      24
HERCULES INC                   6.500%   06/30/29      75
HERTZ CORP                     7.000%   01/15/28      75
HILTON HOTELS                  7.500%   12/15/17      74
HINES NURSERIES               10.250%   10/01/11      58
HUB INTL HOLDING              10.250%   06/15/15      75
HUMAN GENOME                   2.250%   08/15/12      74
HUNTINGTON CAPIT               6.650%   05/15/37      69
IDEARC INC                     8.000%   11/15/16      72
INDALEX HOLD                  11.500%   02/01/14      55
ION MEDIA                     11.000%   07/31/13      24
IRIDIUM LLC/CAP               10.875%   07/15/05       0
IRIDIUM LLC/CAP               11.250%   07/15/05       1
IRIDIUM LLC/CAP               13.000%   07/15/05       1
IRIDIUM LLC/CAP               14.000%   07/15/05       0
ISOLAGEN INC                   3.500%   11/01/24      15
JAZZ TECHNOLOGIE               8.000%   12/31/11      69
JB POINDEXTER                  8.750%   03/15/14      73
JETBLUE AIRWAYS                3.750%   03/15/35      70
JONES APPAREL                  6.125%   11/15/34      70
JPMORGAN CHASE                 9.500%   09/29/08      70
JPMORGAN CHASE                10.000%   07/31/08      70
JPMORGAN CHASE                12.000%   07/31/08      36
K HOVNANIAN ENTR               6.250%   01/15/15      69
K HOVNANIAN ENTR               6.250%   01/15/16      68
K HOVNANIAN ENTR               6.375%   12/15/14      69
K HOVNANIAN ENTR               6.500%   01/15/14      69
K HOVNANIAN ENTR               7.500%   05/15/16      69
K HOVNANIAN ENTR               7.750%   05/15/13      67
K HOVNANIAN ENTR               8.875%   04/01/12      76
K MART FUNDING                 8.800%   07/01/10       1
KAISER ALUMINUM               12.750%   02/01/03       5
KELLSTROM INDS                 5.750%   10/15/02       0
KELLWOOD CO                    7.625%   10/15/17      66
KEMET CORP                     2.250%   11/15/26      69
KEMET CORP                     2.250%   11/15/26      70
KEYSTONE AUTO OP               9.750%   11/01/13      64
KIMBALL HILL INC              10.500%   12/15/12       2
KMART 95-K1 PT                 8.990%   07/05/10    N.A.
KMART 95-K2 PT                 9.780%   01/05/20    N.A.
KMART 95-K4 PT                 9.350%   01/02/20       0
KNIGHT RIDDER                  4.625%   11/01/14      70
KNIGHT RIDDER                  5.750%   09/01/17      69
KNIGHT RIDDER                  6.875%   03/15/29      64
KNIGHT RIDDER                  7.150%   11/01/27      66
KRATON POLYMERS                8.125%   01/15/14      64
LAZYDAYS RV                   11.750%   05/15/12      73
LEHMAN BROS HLDG               4.800%   06/24/23      72
LEHMAN BROS HLDG               5.000%   05/28/23      78
LEHMAN BROS HLDG               5.450%   02/22/30      72
LEHMAN BROS HLDG               5.500%   04/15/23      79
LEHMAN BROS HLDG               5.500%   08/02/30      73
LEHMAN BROS HLDG               5.550%   01/25/30      75
LEHMAN BROS HLDG               5.600%   03/02/29      76
LEHMAN BROS HLDG               5.625%   03/15/30      73
LEHMAN BROS HLDG               5.700%   04/13/29      77
LEHMAN BROS HLDG               5.750%   12/16/28      70
LEHMAN BROS HLDG               5.750%   12/23/28      77
LEHMAN CAP VII                 5.857%      N.A.       72
LEINER HEALTH                 11.000%   06/01/12       2
LIBERTY MEDIA                  3.250%   03/15/31      67
LIBERTY MEDIA                  3.500%   01/15/31      54
LIBERTY MEDIA                  3.750%   02/15/30      56
LIBERTY MEDIA                  4.000%   11/15/29      56
LIFECARE HOLDING               9.250%   08/15/13      61
LIFETIME BRANDS                4.750%   07/15/11      72
LUCENT TECH                    6.500%   01/15/28      76
MAGNA ENTERTAINM               7.250%   12/15/09      51
MAGNA ENTERTAINM               8.550%   06/15/10      53
MAJESTIC STAR                  9.750%   01/15/11      34
MANNKIND CORP                  3.750%   12/15/13      53
MASONITE CORP                 11.000%   04/06/15      67
MBIA INC                       6.625%   10/01/28      68
MBIA INC                       7.000%   12/15/25      77
MEDIANEWS GROUP                6.375%   04/01/14      46
MEDIANEWS GROUP                6.875%   10/01/13      48
MERIX CORP                     4.000%   05/15/13      53
MERRILL LYNCH                  8.100%   06/04/09    N.A.
MERRILL LYNCH                 10.000%   03/06/09    N.A.
MERRILL LYNCH                 11.000%   04/28/09    N.A.
MERRILL LYNCH                 12.000%   03/26/10    N.A.
METALDYNE CORP                10.000%   11/01/13      56
METALDYNE CORP                11.000%   06/15/12      27
MILLENNIUM AMER                7.625%   11/15/26      58
MISSOURI PAC RR                5.000%   01/01/45      68
MOA HOSPITALITY                8.000%   10/15/07      75
MOMENTIVE PERFOR              11.500%   12/01/16      75
MORGAN STANLEY                10.000%   04/20/09    N.A.
MORGAN STANLEY                10.000%   05/20/09    N.A.
MORRIS PUBLISH                 7.000%   08/01/13      60
MOTOROLA INC                   5.220%   10/01/97      54
MOVIE GALLERY                 11.000%   05/01/12      30
MRS FIELDS                     9.000%   03/15/11      62
NATL FINANCIAL                 0.750%   02/01/12      71
NATL STEEL CORP                8.375%   08/01/06       0
NEFF CORP                     10.000%   06/01/15      45
NEKTAR THERAPEUT               3.250%   09/28/12      74
NELNET INC                     7.400%   09/29/36      67
NETWORK EQUIPMNT               3.750%   12/15/14      66
NEW ORL GRT N RR               5.000%   07/01/32      60
NEW PLAN EXCEL                 7.500%   07/30/29      67
NEW PLAN REALTY                6.900%   02/15/28      68
NEW PLAN REALTY                6.900%   02/15/28      68
NEW PLAN REALTY                7.650%   11/02/26      69
NEW PLAN REALTY                7.680%   11/02/26      65
NEW PLAN REALTY                7.970%   08/14/26      68
NEWARK GROUP INC               9.750%   03/15/14      75
NORTEK INC                     8.500%   09/01/14      70
NORTH ATL TRADNG               9.250%   03/01/12      62
NORTHERN PAC RY                3.000%   01/01/47      54
NORTHERN PAC RY                3.000%   01/01/47      75
NORTHERN TEL CAP               7.875%   06/15/26      70
NORTHWESTERN CRP               7.960%   12/21/26       4
NORTHWST STL&WIR               9.500%   06/15/01       0
NTK HOLDINGS INC               0.000%   03/01/14      53
NUTRITIONAL SRC               10.125%   08/01/09      13
NUVEEN INVEST                  5.500%   09/15/15      73
OAKWOOD HOMES                  7.875%   03/01/04       0
OAKWOOD HOMES                  8.125%   03/01/09       0
OMNICARE INC                   3.250%   12/15/35      72
OSCIENT PHARM                  3.500%   04/15/11      41
OSI RESTAURANT                10.000%   06/15/15      70
OUTBOARD MARINE                9.125%   04/15/17       7
OUTBOARD MARINE               10.750%   06/01/08      10
PAC-WEST TELECOM              13.500%   02/01/09       2
PACKAGING DYNAMI              10.000%   05/01/16      67
PALM HARBOR                    3.250%   05/15/24      59
PANTRY INC                     3.000%   11/15/12      70
PEGASUS SATELLIT               9.750%   12/01/06       0
PEGASUS SATELLIT              12.500%   08/01/07       0
PENHALL INTL                  12.000%   08/01/14      75
PIERRE FOODS INC               9.875%   07/15/12      29
PIXELWORKS INC                 1.750%   05/15/24      70
PLY GEM INDS                   9.000%   02/15/12      66
POPE & TALBOT                  8.375%   06/01/13       4
POPE & TALBOT                  8.375%   06/01/13      14
PORTOLA PACKAGIN               8.250%   02/01/12      58
POWERWAVE TECH                 1.875%   11/15/24      71
POWERWAVE TECH                 3.875%   10/01/27      73
POWERWAVE TECH                 3.875%   10/01/27      74
PRIMUS TELECOM                 3.750%   09/15/10      45
PRIMUS TELECOM                 5.000%   06/30/09      61
PRIMUS TELECOM                 8.000%   01/15/14      37
PROPEX FABRICS                10.000%   12/01/12       1
QUALITY DISTRIBU               9.000%   11/15/10      65
RADIAN GROUP                   5.375%   06/15/15      78
RADIAN GROUP                   5.625%   02/15/13      77
RAFAELLA APPAREL              11.250%   06/15/11      53
RAIT FINANCIAL                 6.875%   04/15/27      55
REALOGY CORP                  10.500%   04/15/14      76
REALOGY CORP                  12.375%   04/15/15      55
REALTY INCOME                  5.875%   03/15/35      71
REGIONS FIN TR                 6.625%   05/15/47      73
RENTECH INC                    4.000%   04/15/13      51
RESIDENTIAL CAP                8.000%   02/22/11      48
RESIDENTIAL CAP                8.375%   06/30/10      53
RESIDENTIAL CAP                8.500%   04/17/13      50
RESIDENTIAL CAP                8.500%   06/01/12      54
RESIDENTIAL CAP                8.875%   06/30/15      50
RESTAURANT CO                 10.000%   10/01/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   8.875%   01/15/16      65
RH DONNELLEY                   8.875%   10/15/17      67
RICKEL HOME CNTR              13.500%   12/15/01       0
RITE AID CORP                  6.875%   08/15/13      70
RITE AID CORP                  6.875%   12/15/28      53
RITE AID CORP                  7.700%   02/15/27      59
RJ TOWER CORP                 12.000%   06/01/13       1
ROTECH HEALTHCA                9.500%   04/01/12      78
SEARS ROEBUCK AC               6.500%   12/01/28      75
SEARS ROEBUCK AC               6.750%   01/15/28      77
SEARS ROEBUCK AC               7.000%   06/01/32      68
SEARS ROEBUCK AC               7.500%   10/15/27      71
SERVICEMASTER CO               7.100%   03/01/18      54
SERVICEMASTER CO               7.250%   03/01/38      57
SERVICEMASTER CO               7.450%   08/15/27      48
SIX FLAGS INC                  4.500%   05/15/15      56
SIX FLAGS INC                  8.875%   02/01/10      88
SIX FLAGS INC                  9.625%   06/01/14      60
SIX FLAGS INC                  9.750%   04/15/13      65
SLM CORP                       4.800%   12/15/28      65
SLM CORP                       5.000%   06/15/19      66
SLM CORP                       5.000%   06/15/28      74
SLM CORP                       5.000%   09/15/15      72
SLM CORP                       5.000%   12/15/28      54
SLM CORP                       5.050%   03/15/23      59
SLM CORP                       5.150%   06/15/19      69
SLM CORP                       5.150%   12/15/28      69
SLM CORP                       5.190%   04/24/19      68
SLM CORP                       5.200%   03/15/28      62
SLM CORP                       5.200%   12/15/20    N.A.
SLM CORP                       5.250%   03/15/19      73
SLM CORP                       5.250%   03/15/28      70
SLM CORP                       5.250%   06/15/20      66
SLM CORP                       5.250%   06/15/28      57
SLM CORP                       5.250%   12/15/28      69
SLM CORP                       5.300%   09/15/30      63
SLM CORP                       5.350%   06/15/25      63
SLM CORP                       5.400%   03/15/19      74
SLM CORP                       5.400%   03/15/23      73
SLM CORP                       5.400%   06/15/30      60
SLM CORP                       5.450%   03/15/23      58
SLM CORP                       5.450%   03/15/28      72
SLM CORP                       5.450%   06/15/28      65
SLM CORP                       5.450%   06/15/28      67
SLM CORP                       5.450%   12/15/20      72
SLM CORP                       5.500%   03/15/19      74
SLM CORP                       5.500%   03/15/30      62
SLM CORP                       5.500%   03/15/30      64
SLM CORP                       5.500%   06/15/19      74
SLM CORP                       5.500%   06/15/28      62
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   09/15/19      62
SLM CORP                       5.500%   12/15/30      64
SLM CORP                       5.550%   03/15/18      72
SLM CORP                       5.550%   06/15/25      65
SLM CORP                       5.550%   06/15/28      72
SLM CORP                       5.600%   03/15/18      72
SLM CORP                       5.600%   03/15/22      68
SLM CORP                       5.600%   03/15/24      62
SLM CORP                       5.600%   03/15/29      59
SLM CORP                       5.600%   03/15/29      64
SLM CORP                       5.600%   06/15/18      72
SLM CORP                       5.600%   12/15/28      70
SLM CORP                       5.600%   12/15/29      57
SLM CORP                       5.600%   12/15/29      63
SLM CORP                       5.625%   01/25/25      65
SLM CORP                       5.625%   08/01/33      73
SLM CORP                       5.650%   03/15/18      70
SLM CORP                       5.650%   03/15/29      65
SLM CORP                       5.650%   03/15/29      74
SLM CORP                       5.650%   03/15/30      64
SLM CORP                       5.650%   03/15/32      62
SLM CORP                       5.650%   06/15/22      69
SLM CORP                       5.650%   06/15/22      70
SLM CORP                       5.650%   06/15/30      59
SLM CORP                       5.650%   09/15/30      65
SLM CORP                       5.650%   12/15/29      63
SLM CORP                       5.650%   12/15/29      64
SLM CORP                       5.650%   12/15/29      66
SLM CORP                       5.700%   03/15/29      61
SLM CORP                       5.700%   03/15/29      65
SLM CORP                       5.700%   03/15/29      66
SLM CORP                       5.700%   03/15/30      66
SLM CORP                       5.700%   03/15/32      65
SLM CORP                       5.700%   06/15/30      63
SLM CORP                       5.700%   12/15/29      62
SLM CORP                       5.750%   03/15/29      63
SLM CORP                       5.750%   03/15/29      65
SLM CORP                       5.750%   03/15/29      67
SLM CORP                       5.750%   03/15/29      72
SLM CORP                       5.750%   03/15/30      64
SLM CORP                       5.750%   03/15/30      67
SLM CORP                       5.750%   06/15/29      58
SLM CORP                       5.750%   06/15/29      65
SLM CORP                       5.750%   06/15/32      64
SLM CORP                       5.750%   06/15/32      64
SLM CORP                       5.750%   09/15/29      63
SLM CORP                       5.750%   12/15/29      62
SLM CORP                       5.750%   12/15/29      64
SLM CORP                       5.750%   12/15/29      64
SLM CORP                       5.750%   12/15/29      65
SLM CORP                       5.800%   03/15/32      64
SLM CORP                       5.800%   03/15/32      66
SLM CORP                       5.800%   03/15/32      66
SLM CORP                       5.800%   12/15/28      64
SLM CORP                       5.850%   03/15/32      58
SLM CORP                       5.850%   03/15/32      59
SLM CORP                       5.850%   03/15/32      66
SLM CORP                       5.850%   06/15/32      66
SLM CORP                       5.850%   06/15/32      66
SLM CORP                       5.850%   09/15/29      64
SLM CORP                       5.850%   09/15/29      66
SLM CORP                       5.850%   12/15/31      63
SLM CORP                       5.900%   09/15/19      73
SLM CORP                       6.000%   03/15/27      68
SLM CORP                       6.000%   03/15/29      67
SLM CORP                       6.000%   03/15/37      62
SLM CORP                       6.000%   03/15/37      66
SLM CORP                       6.000%   03/15/37      66
SLM CORP                       6.000%   06/15/19      73
SLM CORP                       6.000%   06/15/21      69
SLM CORP                       6.000%   06/15/21      70
SLM CORP                       6.000%   06/15/26      66
SLM CORP                       6.000%   06/15/26      68
SLM CORP                       6.000%   06/15/29      60
SLM CORP                       6.000%   06/15/29      62
SLM CORP                       6.000%   06/15/29      67
SLM CORP                       6.000%   06/15/31      65
SLM CORP                       6.000%   06/15/31      67
SLM CORP                       6.000%   09/15/19      74
SLM CORP                       6.000%   09/15/19      75
SLM CORP                       6.000%   09/15/29      65
SLM CORP                       6.000%   09/15/29      66
SLM CORP                       6.000%   09/15/29      66
SLM CORP                       6.000%   09/15/29      67
SLM CORP                       6.000%   09/15/29      67
SLM CORP                       6.000%   12/15/26      68
SLM CORP                       6.000%   12/15/26      68
SLM CORP                       6.000%   12/15/26      75
SLM CORP                       6.000%   12/15/28      61
SLM CORP                       6.000%   12/15/28      65
SLM CORP                       6.000%   12/15/28      70
SLM CORP                       6.000%   12/15/31      65
SLM CORP                       6.000%   12/15/31      67
SLM CORP                       6.000%   12/15/31      67
SLM CORP                       6.000%   12/15/31      68
SLM CORP                       6.050%   12/15/26      67
SLM CORP                       6.050%   12/15/31      67
SLM CORP                       6.100%   12/15/31      66
SLM CORP                       6.150%   03/10/21      75
SLM CORP                       6.150%   06/15/21      68
SLM CORP                       6.150%   06/15/21      71
SLM CORP                       6.150%   09/15/29      66
SLM CORP                       6.150%   09/15/29      68
SLM CORP                       6.200%   12/15/31      67
SLM CORP                       6.250%   06/15/29      68
SLM CORP                       6.250%   06/15/29      68
SLM CORP                       6.250%   09/15/29      67
SLM CORP                       6.250%   09/15/29      68
SLM CORP                       6.250%   09/15/31      68
SLM CORP                       6.350%   09/15/31      67
SLM CORP                       6.350%   09/15/31      68
SLM CORP                       6.400%   09/15/31      62
SLM CORP                       6.450%   09/15/31      69
SLM CORP                       6.500%   09/15/31      69
SLM CORP                       6.850%   07/07/36      73
SPANSION LLC                   2.250%   06/15/16      49
SPANSION LLC                  11.250%   01/15/16      66
SPECIAL DEVICES               11.375%   12/15/08    N.A.
SPECTRUM BRANDS                7.375%   02/01/15      73
SPHERIS INC                   11.000%   12/15/12      83
SPINNAKER INDS                10.750%   10/15/06       0
STANDARD PACIFIC               9.250%   04/15/12      78
STANDRD PAC CORP               6.000%   10/01/12      71
STANLEY-MARTIN                 9.750%   08/15/15      45
STATION CASINOS                6.500%   02/01/14      63
STATION CASINOS                6.625%   03/15/18      59
STATION CASINOS                6.875%   03/01/16      60
SUNTRUST PFD CAP               5.853%       N.A.      74
SWIFT TRANS CO                12.500%   05/15/17      41
TELIGENT INC                  11.500%   03/01/08       0
TELIGENT INC                  11.500%   12/01/07       0
TENET HEALTHCARE               6.875%   11/15/31      75
THERAVANCE INC                 3.000%   01/15/15      76
TIMES MIRROR CO                6.610%   09/15/27      37
TIMES MIRROR CO                7.250%   03/01/13      39
TIMES MIRROR CO                7.250%   11/15/96      32
TIMES MIRROR CO                7.500%   07/01/23      41
TOUSA INC                      7.500%   01/15/15      10
TOUSA INC                      7.500%   03/15/11       9
TOUSA INC                      9.000%   07/01/10      55
TOUSA INC                      9.000%   07/01/10      62
TOUSA INC                     10.375%   07/01/12      11
TOYS R US                      7.375%   10/15/18      78
TRANS-LUX CORP                 8.250%   03/01/12      56
TRANSMERIDIAN EX              12.000%   12/15/10      61
TRIBUNE CO                     4.875%   08/15/10      62
TRIBUNE CO                     5.250%   08/15/15      44
TRUE TEMPER                    8.375%   09/15/11      65
TRUMP ENTERTNMNT               8.500%   06/01/15      68
TXU CORP                       6.500%   11/15/24      77
TXU CORP                       6.550%   11/15/34      75
UAL 1991 TRUST                10.020%   03/22/14      48
UAL 1995 TRUST                 9.020%   04/19/12      40
UAL 1995 TRUST                 9.560%   10/19/18      45
UAL CORP                       4.500%   06/30/21      52
UAL CORP                       4.500%   06/30/21      56
UAL CORP                       5.000%   02/01/21      50
UNIVERSAL STAND                8.250%   02/01/06       0
US AIR INC                    10.750%   01/15/49       0
US AIR INC                    10.900%   01/01/49       0
US AIRWAYS GROUP               7.000%   09/30/20      70
VENTURE HLDGS                  9.500%   07/01/05       0
VENTURE HLDGS                 11.000%   06/01/07       0
VERASUN ENERGY                 9.375%   06/01/17      68
VERENIUM CORP                  5.500%   04/01/27      41
VERTIS INC                    10.875%   06/15/09      46
VESTA INSUR GRP                8.750%   07/15/25       2
VICORP RESTAURNT              10.500%   04/15/11      15
VION PHARM INC                 7.750%   02/15/12      53
VIRGIN RIVER CAS               9.000%   01/15/12      72
VISTEON CORP                   7.000%   03/10/14      66
WASH MUTUAL PFD                6.534%       N.A.      59
WASH MUTUAL PFD                6.665%       N.A.      62
WASH MUTUAL PFD                6.895%       N.A.      60
WCI COMMUNITIES                4.000%   08/05/23      63
WCI COMMUNITIES                6.625%   03/15/15      41
WCI COMMUNITIES                7.875%   10/01/13      40
WCI COMMUNITIES                9.125%   05/01/12      44
WCI STEEL ACQUIS               8.000%   05/01/16      64
WEBSTER CAPITAL                7.650%   06/15/37      67
WERNER HOLDINGS               10.000%   11/15/07       0
WILLIAM LYON                   7.500%   02/15/14      61
WILLIAM LYON                   7.625%   12/15/12      57
WILLIAM LYON                  10.750%   04/01/13      68
WIMAR OP LLC/FIN               9.625%   12/15/14      56
WINSTAR COMM INC              10.000%   03/15/08       0
WINSTAR COMM INC              14.750%   04/15/10       0
WITCO CORP                     6.875%   02/01/26      70
YOUNG BROADCSTNG               8.750%   01/15/14      58
YOUNG BROADCSTNG              10.000%   03/01/11      67


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***