TCR_Public/080708.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 8, 2008, Vol. 12, No. 161

                             Headlines

ACACIA OPTION: Moody's Cuts Ratings of Five Classes of Notes
AMBAC FINANCIAL: Ratings Downgrade Cues $560MM Collateral Postings
APGC LLC: Voluntary Chapter 11 Case Summary
APP PHARMACEUTICALS: Inks $5 Billion Merger Deal with Fresenius SE
BALLY TOTAL: Wants Court to Issue Final Decree Closing 40 Cases

BALLY TOTAL: Appoints Michael Sheehan as New CEO
BLUE RIDGE: Voluntary Chapter 11 Case Summary
BUD HOLDINGS: Voluntary Chapter 11 Case Summary
CARDTREND INT'L: Posts $1,366,433 Net Loss in 2008 First Quarter
CITY CROSSING: Wants to Employ White & Case as Primary Counsel

COMPTON PETROLEUM: Discloses Sale Results of Four Non-Core Assets
COREL CORP: May 31 Balance Sheet Upside-Down by $11.7 Million
CREATIVE DESPERATION: Court Questions Assets & Debts Disclosure
DAWAHARE LEXINGTON: May Employ Bunch & Brock as Bankruptcy Counsel
DAWAHARES LEXINGTON: U.S. Trustee Names 5-Member Creditors Panel

DAWAHARES LEXINGTON: Panel Wants to Hire Cooley Godward as Counsel
DEBORAH MCLAURIN: Case Summary & 12 Largest Unsecured Creditors
DEEP OCEAN: Files Schedules of Assets and Liabilities
DEEP OCEAN: Court Sets July 31 Claims Bar Date
DEEP OCEAN: Wants to Employ Bush Strout as Bankruptcy Counsel

DELPHI CORP: Inks Pact Resolving JPMorgan's $1.8 Million Claim
DELPHI CORP: Court Approves Stattec's Assumption of 54 Contracts
DIGICEL GROUP: Moody's Hikes Corporate Family Rating 1 Notch to B2
DIMAS SANTIAGO: Case Summary & 20 Largest Unsecured Creditors
EDUCATION RESOURCES: Court OKs Rejection of First Marblehead Pacts

EDUCATION RESOURCES: Court OKs Termination of RBS Citizens Deals
EPICEPT CORP: Prices Public Offering of 8 Million Shares
FIRST MARBLEHEAD: TERI Court Approves Rejection of Agreements
FOREST GATE: Has 60 Days to Settle Default on Providence Deal
GREY WOLF: RiskMetrics Urges Shareholders to Take Precision's Bid

IAP WORLDWIDE: Moody's Affirms Junk Ratings, PD Rating Cut to D
ICP D600A: Calls Bank's Demands as Unreasonable and Illegal
JEVIC TRANSPORTATION: Klehr Harrison Approved as Bankr. Counsel
JEVIC TRANSPORTATION: Committee Taps Pachulski Stang as Counsel
JHT HOLDINGS: Files Chapter 11 Plan and Disclosure Statement

JEWETT W. TUCKER: Files Schedules of Assets and Liabilities
JEWETT W. TUCKER: Section 341(a) Creditors Meeting Set for July 8
KATHLEEN DIANE HUNTER: Voluntary Chapter 11 Case Summary
KMART CORP: Withdraws Bid to Close Chapter 11 Bankruptcy Case
LANDSOURCE COMMUNITIES: Court Resets DIP Loan Hearing to July 14

LANDSOURCE COMMUNITIES: Wants Schedules Filing Extended to Sept. 6
LANDSOURCE COMMUNITIES: U.S. Trustee Opposes Newhall Staff Payment
LANDSOURCE COMMUNITIES: Taps MSK as Special Litigation Counsel
LINENS N THINGS: Court Approves Financo as Investment Banker
LINENS N THINGS: Can Tap Genuity to Help Sell Stake in Canada Unit

LINENS N THINGS: Court Approves Otterbourg as Committee's Counsel
LINENS N THINGS: Court Approves Carl Marks as Committee's Advisors
LINENS N THINGS: Wants to Raise Insurance Caps
LOUIS PEARLMAN: Court Sets July 16 Hearing on Creditors' Claims
LUBBOCK MEDICAL: May Employ McWhorter Cobb as Bankruptcy Counsel

LUBBOCK MEDICAL: Court Directs Patient Care Ombudsman Be Appointed
MAGUIRE PROPERTIES: Shareholders Balk at Premium Offer Rejection
MARK LEGGIO: Case Summary & 11 Largest Unsecured Creditors
MASTR LOAN TRUST: Moody's Cuts Ratings of 29 Tranches Issued
MT. LAUREL: Section 341(a) Creditors Meeting Set for July 22

MT. LAUREL: Holdings Wants Case Dismissed or Venue Moved to Texas
NATL DRY CLEANERS: Files for Bankruptcy, to Liquidate Assets
NAU INC: Gets Financial Rescue from Rival Horny Toad
ONE IP VOICE: Files Chapter 11 Plan and Disclosure Statement
OZARKS COMMUNITY: Runs as For-Profit As Part of Doctors Hospital

PACIFIC LUMBER: Court Allows BoNY's Admin. Claim for $513.6 MM
PACIFIC LUMBER: Scopac May Use Cash Collateral Until July 25, 2008
PACIFIC LUMBER: Scopac Amends Lehman DIP Agreement
PANHANDLE REGIONAL: Moody's Cuts 2000 D Bond Rating to "Ca"
PATRICK ANDERSON: Case Summary & 20 Largest Unsecured Creditors

PAUL NOCHUMOWITZ: To Pay $1.53 Mil. to Settle Lead Paint Dispute
PHOINIX CORPORATION: Voluntary Chapter 11 Case Summary
PJM ENTERPRISES: Lenders Block Request to Use of Cash Collateral
PREMIER PROPERTIES: Township Wants Foundry Wall Monitored
PRINTERS ROW: Files for Bankruptcy to Halt Foreclosure Sale

QUICKSILVER RESOURCES: Buys Barnett Shale in $1BB Cash-Stock Deal
QUICKSILVER RESOURCES: $1.3BB Barnett Deal Cues S&P's Rtng Actions
REFCO LLC: Ex-CEO Bennett Sentenced to 16 Years for Fraud
REFCO LLC: Administrators to Make Distributions to Creditors
REFCO LLC: RCM Administrator Gets $1,000,000 Bonus Payment

RIVER BEND: Can Borrow Funds from GrayHawk to Cover Shortfall
RIVER BEND: Gets Initial Approval to Use SR's Cash Collateral
RIVER BEND: Files Schedules of Assets and Liabilities
SHAJANAND INC: Voluntary Chapter 11 Case Summary
SOUTHWEST CHARTER: May Use Arizona Bank's Cash Collateral

TF ROBERTSON: Voluntary Chapter 11 Case Summary
TOUCH AMERICA: Creditors to Settle With Officers for $21 Million
TRICOM S.A.: Court Adjourns Confirmation Hearing Sine Die
TRICOM SA: Bancredito Wants Copy of Special Committee Report
TVT RECORDS: Completes First Phase of Asset Sale to The Orchard

UTAH 7000: Gets Court OK to Use Pivotal's $25 Million DIP Fund
WHITEHALL JEWELERS: Gitanjali May Acquire Assets for $92.5 Mil.
W.R. GRACE: Wants to Borrow $59,000,000 From Insurance Policies
XM SATELLITE: Inks $100 Million Credit Agreement with UBS AG
Z'S WINE BAR: Owner to Cease Operations Due to Economic Crisis

* FTI Consulting Widens Practice with $88MM Attenex Corp. Merger

* CFA Institute Poll Shows Support for Credit Rating Agency Reform
* Canadian Labor Group Wins Deal for Workers of Bankrupt Employers
* Federal Reserve and SEC Sign MOU on Information Sharing

* Large Companies with Insolvent Balance Sheets

                             *********

ACACIA OPTION: Moody's Cuts Ratings of Five Classes of Notes
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of five classes
of notes and left on review for possible further downgrade the
rating of one of these classes of notes issued by Acacia Option
ARM 1 CDO, Ltd.  The notes affected by the action are:

Class Description: $380,000,000 Class A1S First Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $40,000,000 Class A1J Second Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $34,000,000 Class A2 Third Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $16,000,000 Class A3 Fourth Priority Senior
Secured Floating Rate Deferrable Interest Notes Due 2052

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

Class Description: $16,000,000 Class B Fifth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2052

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

Acacia Option ARM 1 CDO, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.  
On May 15, 2008, as reported by the trustee, the transaction
experienced an event of default caused by a failure of the Senior
Credit Test to equal or exceed 100%, as required under Section
5.1(i) of the indenture dated May 18, 2007.  That event of default
is continuing.

As provided in Article V of the indenture during the occurrence
and continuance of an event of default, the controlling class may
be entitled to direct the trustee to take particular actions with
respect to the collateral.  In this regard, Moody's received
notice from the trustee that a majority of the controlling class
declared the principal of all of the secured notes to be
immediately due and payable.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

The severity of losses may depend on the timing and choice of an
additional remedy to be pursued following the default event.  
Because of this uncertainty, the rating of Class A1S Notes issued
by Acacia Option ARM 1 CDO, Ltd. is on review for possible further
action.


AMBAC FINANCIAL: Ratings Downgrade Cues $560MM Collateral Postings
------------------------------------------------------------------
In response to persistent and unfounded speculation regarding its
liquidity situation, Ambac Financial Group, Inc. released
information about collateral requirements and terminations of its
investment agreement business related to recent actions by the
rating agencies.

"Despite the challenging current environment, it is important for
us to continually communicate that we have ample liquidity to
manage our commitments going forward," Chairman and Chief
Executive Officer, Michael Callen, said.  "Our company-wide
resources available are a multiple of any conceivable collateral
or termination requirement in our financial services businesses."

Rating agency actions affecting Ambac Assurance Corporation during
June resulted in $506 million of increased collateral posting
requirements in the investment agreement business and investment
agreement terminations of $270 million:

   * The downgrade of AAC by Standard & Poor's to AA on June 5,
     2008, resulted in an incremental collateral posting
     requirement of approximately $76 million.

   * Moody's downgrade of AAC to Aa3 on June 19, 2008, resulted in
     an incremental collateral posting requirement of
     approximately $70 million and investment agreement   
     terminations of approximately $270 million.

   * The action by Fitch to withdraw the ratings of AAC on
     June 26, 2008, resulted in an incremental collateral posting
     requirement of approximately $360 million.

The current collateral and termination obligations have been
adequately covered by the investment agreement asset portfolio.  
Aggregate collateral requirements and terminations for the
investment agreement business at various AAC rating levels,
starting with the lower of AAC's two current ratings (currently
Moody's at Aa3), are:

($ in billions)          Current Aa3    A+/A1    A/A2    A-/A3
                          -----------    -----    ----    -----
Cumulative collateral     $2.7           $4.6     $6.0    $5.8
requirement

Cumulative terminations   $0.3           $0.6     $0.6    $0.9

Total cumulative          $3.0           $5.2     $6.6    $6.7
collateral and
terminations

Market value of           $5.6           $5.6     $5.6    $5.6
investment agreement
asset portfolio at
5/31/08   

Market value of           $2.6           $0.4     ($1.0)  ($1.1)
investments in excess
of / (deficient to)
cumulative collateral
requirement and
terminations   

The book value of investment agreement liabilities at May 31,
2008, amounted to $6.9 billion (down from $7.7 billion at Dec. 31,
2007).  The market value of the investment agreement asset
portfolio, including cash of approximately $400 million, as of
May 31, 2008, is approximately $5.6 billion.  In addition, the
market value of interest rate derivative contracts held by the
investment agreement business is positive $160 million.

Based on May 31, 2008 investment agreement asset portfolio market
values:

   * Upon a downgrade of AAC to A+ or A1, which Ambac believes is
     unlikely, Ambac estimates that the investment agreement asset
     portfolio has sufficient value to meet projected cumulative
     collateral requirements and terminations.

   * Upon a downgrade to A or A2, which Ambac believes is
     unlikely, Ambac estimates that the investment agreement asset
     portfolio is insufficient to cover the projected cumulative
     collateral requirement and terminations by approximately
     $1.0 billion.

   * Upon a downgrade to A- or A3, which Ambac believes is
     unlikely, Ambac estimates that the investment agreement asset
     portfolio is insufficient to cover the projected cumulative
     collateral requirement and terminations by approximately
     $1.1 billion.

In the event of cash and/or security shortfalls in the investment
agreement business, management anticipates utilizing the resources
of AAC (through inter-company transactions).  Utilizing the
resources of AAC would allow time for the assets in the investment
agreement asset portfolio to recover in value and would preempt
claims on insurance policies issued by AAC and prevent the
realization of losses in the investment agreement asset portfolio.  
Ambac is in discussions with the Office of the Commissioner of
Insurance of the State of Wisconsin with respect to its strategies
for managing the collateral posting and termination obligations of
the investment agreement business.  These discussions have been
positive.  Ambac believes that it will obtain OCI's approval of
its plans to address the collateral posting and termination
obligations of the investment agreement business in the event of
downgrades to the A/A2 rating level.

AAC's investment portfolio is valued at approximately $12 billion
with over $1 billion in cash and short-term securities at May 31,
2008.  At the A/A2 rating level, Ambac management would evaluate
its various resources and utilize those considered most
appropriate to satisfy the contractual obligations of the
investment agreement business.  Management continues to closely
monitor the cash requirements of the investment agreement
portfolio and manages the related cash and securities portfolio
accordingly.  The company expects to report its second quarter
2008 earnings on Aug. 6, 2008, and will provide a comprehensive
update on its financial services businesses.

                      About Ambac Financial

Headquartered in New York City, Ambac Financial Group, Inc. --
http://ir.ambac.com/-- is a holding company that provides    
financial guarantees and financial services to clients in both the
public and private sectors around the world through its principal
operating subsidiary, Ambac Assurance Corporation.  As an
alternative to financial guarantee insurance credit protection is
provided by Ambac Credit Products, a subsidiary of Ambac
Assurance, in credit derivative format.

                          *     *     *

The Troubled Company Reporter said on June 9, 2008, that Standard
& Poor's Ratings Services lowered its standard long-term ratings
on 20 Ambac Assurance Corp.-backed issues listed below to 'AA'
from 'AAA' and placed them on CreditWatch with negative
implications.  At the same time, Standard & Poor's lowered its
underlying ratings on seven Ambac Assurance Corp.-backed issues
listed below to 'AA' from 'AAA' and placed them on CreditWatch
with negative implications.  These actions follow Standard &
Poor's downgrade of Ambac Assurance Corp. to 'AA' from 'AAA' and
placement on CreditWatch with negative implications.

Ambac Financial Group Inc. said in a statement responding to the
rating actions by Standard & Poor's Rating Services that it is
disappointed by the actions taken by S&P, the TCR said on June 9.

The TCR related on June 30, 2008, that Fitch Ratings withdrew all
of its outstanding ratings on Ambac Financial Group, Inc., Ambac
Assurance Corp. and other related entities, and all ratings based
on insurance policies from Ambac's insurance subsidiaries.  The
action followed the decision by Ambac's management to cease
providing substantive non-public portfolio information used in
Fitch's capital analysis model, to discontinue previous full
interactive dialogue with Fitch analysts, and to request
withdrawal of Fitch's ratings.


APGC LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: APGC, LLC
        1109 North Valley Drive
        Apache Junction, AZ 85219

Bankruptcy Case No.: 08-08145

Related Information: Joseph R. Alsip, managing member, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: July 2, 2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Patricia Beary, Esq.
                  Beary Law Offices
                  3003 North Central Ave., Suite 1800
                  Phoenix, AZ 85012
                  Tel: (602) 277-3000
                  Fax: (602) 277-7478
                  (beary@bearylawoffices.com)

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's List of Unsecured Creditors:

   Creditor                       Amount of Claim
   --------                       ---------------
   Acushnet Co.                           $53,023
   P.O. Box 965
   Fairhaven, MA 02719

   Shamrock Foods                          $2,700
   2540 North 29th, Avenue
   Phoenix, AZ 85009

   Arizona Republic                        $1,769
   P.O. Box 200
   Phoenix, AZ 85001


APP PHARMACEUTICALS: Inks $5 Billion Merger Deal with Fresenius SE
------------------------------------------------------------------
APP Pharmaceuticals Inc. and Fresenius SE entered into a
definitive merger agreement pursuant to which Fresenius will
acquire APP for approximately $5.6 billion.

Under the terms of the agreement, Fresenius will acquire the
outstanding common stock of APP for $23.00 in cash per share plus
a contingent value right or CVR that could deliver up to an
additional $970 million if the financial results of the company
meet certain targets.  The cash consideration of $23.00 per share
and potential for total value of $29.00 per share represents a
premium of 29% and 63% over the company's closing stock price on
July 3, 2008.

Based on the cash purchase price of $23.00 per share, the
transaction values the fully diluted equity capital of APP at
approximately $3.7 billion; and with the CVR, if fully realized,
at a value of $4.6 billion.  Fresenius will also assume all of
APP's outstanding debt which totals approximately $940 million,
net of cash.  

"We are proud to have consistently provided injectable
pharmaceutical products of the highest quality to patients in the
acute care setting over the past decade," Patrick Soon-Shiong
M.D., founder and chairman of APP, said.  "In Fresenius we have
found a partner with the same commitment to quality and dedication
to patient care."  

"The combined company will allow for the rapid globalization of
APP's portfolio with the same high levels of quality and patient
commitment for which we have become known, while at the same time
providing a more comprehensive and complementary offering of
injectable pharmaceuticals, devices and delivery systems to
customers worldwide," Mr. Soon-Shiong stated.

APP will join Fresenius as part of its Fresenius Kabi division.
Through the acquisition of APP, Fresenius Kabi enters the US
pharmaceutical market and achieves a leading position in the US
injectable generics market.  The presence of Fresenius combined
with APP's extensive market penetration in the U.S. will create
substantial opportunities for growth for both companies.

"APP is a fast-growing, highly profitable company with a strong
management team that has an excellent market position in the U.S.
Our firm very much shares APP's dedication to quality and medical
excellence for the benefit of patients," Dr. Ulf Mark Schneider,
chairman of the management board of fresenius se commented.  "The
acquisition provides significant growth opportunities for
Fresenius Kabi."

"With the APP platform, Fresenius Kabi will be able to market its
product range in the U.S. Fresenius Kabi's international marketing
and sales network will allow us to sell APP's products globally,"
Mr. Schneider added.  "We welcome APP employees to our team and
very much look forward to serving the North American healthcare
community."

"We are excited about joining the Fresenius family of businesses
and the opportunities this combination will provide for expanding
our commitment to patient care on a global basis," Tom Silberg,
president and chief executive officer of APP, said.  "Fresenius is
widely recognized as a leader in global healthcare products and
services.  This combination builds on the strengths of both
companies and the potential to focus on long-term growth, product
pipeline and innovation."

The transaction is subject to certain closing conditions,
including regulatory approvals, and approvals under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976.  The controlling
stockholders of APP have executed a written consent providing the
requisite stockholder approval for the merger.  

The terms of the transaction provide for the payment by APP of a
termination fee in the event that APP terminates the transaction
to accept a superior proposal.

Goldman, Sachs & Co. and Lazard Frères & Co. LLC served as
advisors to APP Inc.  Fried Frank Harris Shriver & Jacobson LLP
served as legal advisor to APP.  Deutsche Bank advised Fresenius
on this transaction.  Skadden, Arps, Slate, Meagher & Flom LLP
served as legal advisor to Fresenius.

                          About Fresenius

Headquartered in Germany, Fresenius SE -- http://www.fresenius.se/
-- is a health care group with international operations, providing
products and services for dialysis, hospital and outpatient
medical care.  The Fresenius Group had 116,203 employees
worldwide.

Fresenius Kabi is the business of infusion therapy and clinical
nutrition in Europe and in its most important countries of Latin
America and Asia Pacific.  Fresenius Kabi's core product range
includes infusion solutions for fluid substitution, blood volume
expansion and parenteral nutrition, well as products for enteral
nutrition.  Furthermore, the company provides concepts for
ambulatory health care and is focused on managing and providing
home therapies.

                  About APP Pharmaceuticals Inc.

Headquartered in Schaumburg, Illinois, APP Pharmaceuticals Inc. is
a hospital-based injectable pharmaceutical company, focusing on
oncology, anti-infective, anesthetic/analgesic and critical care
markets.  The company develops, produces and markets a
comprehensive portfolio of over 100 hospital-based injectable
products and operates three manufacturing facilities producing a
comprehensive range of dosage formulations, including
lyophilization.

At March 31, 2008, the company's balance sheet showed total assets
of $1,087,100,000 and total liabilities of $1,160,010,000,
resulting in a total stockholders' deficit of $72,910,000.


BALLY TOTAL: Wants Court to Issue Final Decree Closing 40 Cases
---------------------------------------------------------------
Bally Total Fitness Holding Corp. and its reorganized debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to issue a final decree closing the Chapter 11 cases
of 40 reorganized debtor-affiliates:

   Debtor                                      Case No.
   ------                                      --------
   Bally ARA Corporation                       07-12416
   Bally Fitness Franchising, Inc.             07-12418
   Bally Franchise RSC, Inc.                   07-12419
   Bally Franchising Holdings, Inc.            07-12421
   Bally Real Estate I LLC                     07-12424
   Bally REFS West Hartford, LLC               07-12426
   Bally Sports Clubs, Inc.                    07-12414
   Bally Total Fitness Franchising, Inc.       07-12410
   Bally Total Fitness International, Inc.     07-12408
   Bally Total Fitness of California, Inc.     07-12405
   Bally Total Fitness of Colorado, Inc.       07-12403
   Bally Total Fitness of Connecticut
    Coast, Inc.                                07-12397
   Bally Total Fitness of Connecticut
   Valley, Inc.                                07-12400
   Bally Total Fitness of Minnesota, Inc.      07-12432
   Bally Total Fitness of Missouri, Inc.       07-12437
   Bally Total Fitness of Philadelphia, Inc.   07-12435
   Bally Total Fitness of Rhode Island, Inc.   07-12433
   Bally Total Fitness of the
   Mid-Atlantic, Inc.                          07-12436
   Bally Total Fitness of the Midwest, Inc.    07-12430
   Bally Total Fitness of the
    Southeast, Inc.                            07-12429
   Bally Total Fitness of Toledo, Inc.         07-12431
   Bally Total Fitness of Upstate
   New York, Inc.                              07-12434
   BTF Cincinnati Corporation                  07-12398
   BTF Europe Corporation                      07-12399
   BTF Indianapolis Corporation                07-12401
   BTF Minneapolis Corporation                 07-12402
   BTF/CFI, Inc.                               07-12404
   BTFCC, Inc.                                 07-12406
   BTFF Corporation                            07-12407
   Greater Philly No. 1 Holding Company        07-12409
   Greater Philly No. 2 Holding Company        07-12411
   Health & Tennis Corporation of New York     07-12412
   Holiday Health Clubs of the East
    Coast, Inc.                                07-12415
   Holiday/Southeast Holding Corp.             07-12417
   Jack LaLanne Holding Corp.                  07-12420
   New Fitness Holding Co., Inc.               07-12422
   Nycon Holding Co., Inc.                     07-12423
   Rhode Island Holding Company                07-12425
   Tidelands Holiday Health Clubs, Inc.        07-12427
   U.S. Health, Inc.                           07-12428          

Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, tells the Court that the Chapter 11 cases of
these Debtors will remain open:

   Debtor                                      Case No.
   ------                                      --------
   Bally Total Fitness of Greater
    New York, Inc.                             07-12395
   Bally Total Fitness Holding Corporation     07-12396
   Bally Total Fitness Corporation             07-12413  

Mr. Gleit relates that since the effective date of the Debtors'
First Amended Joint Prepackaged Plan of Reorganization, the
transactions with Harbinger Capital Partners Master Fund I, Ltd.,
and Harbinger Capital Partners Special Situations Fund L.P.
contemplated under the Plan, have been consummated.  The Debtors
have also resolved all disputed claims in their Chapter 11 cases.

In addition, Mr. Gleit says, the Debtors have satisfied the six
factors under Rule 3022 that the Court should consider in issuing
a final decree closing a bankruptcy case:

   (1) the Plan Confirmation Order has become final order;

   (2) the deposits under the Plan, if any, have been returned;

   (3) all of the Reorganized Debtors' properties have been
       transferred as required under the Plan;

   (4) the Reorganized Debtors have assumed management of their
       businesses;

   (5) payment owed by the Reorganized Debtors under the Plan
       have been substantially made; and

   (6) all motions, contested matters, and adversary proceedings
       involving the Reorganized Debtors have finally resolved.

Section 1930(a)(6) of the Bankruptcy Code requires that quarterly
fees be paid to the United States Trustee after confirmation and
consummation of a Chapter 11 plan under a debtor's case is
closed.

Mr. Gleit notes that until the Court approves a final decree
closing the Chapter 11 cases of the 40 debtor-affiliates, the  
Debtors may be required to continue payment of quarterly fees to
the U.S. Trustee, which is a financial burden to the Debtors.  

According to Mr. Gleit, the Debtors have provided the Office of
the U.S. Trustee for Region 2 with a copy of the Debtors' request
to close the 40 debtor-affiliates' cases, and the U.S. Trustee
has advised the Debtors that he does not object to the their
request.

                  Final Report on the 40 Cases

In his final report filed with the Court related to the 40 debtor-
affiliates' cases, Andrew K. Glenn, Esq., at Kasowitz, Benson,
Torres & Friedman LLP, in New York, disclosed the aggregate final
fees paid by the Debtors to their professionals:

  Professional              Position               Amount Paid
  ------------              --------               -----------
  Latham & Watkins          general counsel         $1,883,869
  
  Kirkland & Ellis LLP      special corporate
                            counsel                    598,659

  Deloitte Financial
  Advisory Services LLP     financial advisor           93,139

  Deloitte Tax LLP          tax consultant             434,525
              
  Hilco Real Estate,
  LLC                       real estate consultant     255,121

  Jefferies & Company,
  Inc.                      financial advisor          340,010
               
  KPMG LLP                  auditors                 1,432,269

In addition, the Debtors have fully paid all dividends on allowed
claims, and distributions under the confirmed Plan of
Reorganization have been completed, said Mr. Glenn.  All claims
against the Debtors have been either been paid in full, settled
for a reduced amount, or expunged by order of the Court, he
added.
               
Mr. Glenn clarified that the bankruptcy cases of Bally Total
Fitness of: Greater New York, Inc.; Bally Total Fitness Holding
Corporation; and Bally Total Fitness Corporation will remain open
and are not included in the Closing Report.

                    About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates     
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection on
July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining
requisite number of votes in favor of their pre-packaged chapter
11 plan.  Joseph Furst, III, Esq. at Latham & Watkins, L.L.P.
represents the Debtors in their restructuring efforts.  As of June
30, 2007, the Debtors had $408,546,205 in total assets and
$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.

(Bally Total Fitness Bankruptcy News Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000)


BALLY TOTAL: Appoints Michael Sheehan as New CEO
------------------------------------------------
Bally Total Fitness Holding Corp. and its debtor-affiliates have
appointed Michael Sheehan to serve as its Chief Executive Officer,
effective July 1, 2008, the company said in statement dated
June 24.

Mr. Sheehan will also serve as a member of Bally's Board of
Directors.

Mr. Sheehan, 46, served as the Chief Operating Officer of 24
Hour Fitness since 2005.  Before serving as Chief Operating
Officer, Mr. Sheehan served as Executive Vice President,
Operations of 24 Hour Fitness.  In addition to his comprehensive
experience in the fitness industry, Mr. Sheehan has played key
operational, finance and sales roles with multi-unit consumer
retailers, including management roles with Pepsico, Nestle and
Yum Brands, a food service holding company with well-known brands
including Taco Bell, Kentucky Fried Chicken and Pizza Hut.  Mr.
Sheehan is a graduate of Oregon State University - Bachelor of
Science, Finance.

Michael Feder, an interim manager from AlixPartners, LLP, serving
as Chief Operating Officer of Bally Total Fitness, said, "We are
delighted to welcome Mike to Bally.  Our Board of Directors was
committed to hiring a CEO who was the best possible fit for the
role and they have certainly achieved that goal.  We believe that
Mike has the ideal blend of experience, leadership skills,
creativity and commitment to health and fitness.  I am
confident that under Mike's leadership, Bally will thrive."

Mr. Sheehan said, "I am looking forward to joining the Bally team
and I am eager to add value to this established brand. For many
years, Bally has been a leader in the fitness industry -- Bally's
facilities, fitness programming and personnel are among the best
in the business.  Under my leadership, Bally will continue to
focus on providing high-quality comprehensive fitness experiences
to our members."

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates     
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection on
July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining
requisite number of votes in favor of their pre-packaged chapter
11 plan.  Joseph Furst, III, Esq. at Latham & Watkins, L.L.P.
represents the Debtors in their restructuring efforts.  As of June
30, 2007, the Debtors had $408,546,205 in total assets and
$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.

(Bally Total Fitness Bankruptcy News Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000)


BLUE RIDGE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Blue Ridge Wood Products, Inc.
        8482 US Hwy. 221 North
        Marion, NC 28752

Bankruptcy Case No.: 08-40429

Type of Business: The Debtor ows a real property of 43 acres,
                  with improvements valued at $4,195,000 with
                  secured claim of $7,114,555.

Related Information: Jeffrey L. Benfield, president, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: July 2, 2008

Court: Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  (judyhj@bellsouth.net)
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315

Total Assets: $5,328,515

Total Debts: $10,297,148

The Debtor's petition with list of unsecured creditors and
schedule of assets and liabilities is available for free at:

            http://bankrupt.com/misc/ncwb08-40429.pdf


BUD HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Bud Holdings LLC
        2230 West Bonanza Road
        Las Vegas, NV 89106

Bankruptcy Case No.: 08-17257

Related Information: Dargin T. McWhorter, managing member, filed
                     the petition on the Debtor's behalf.

Chapter 11 Petition Date: July 2, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: David A. Riggi, Esq.
                  5550 Painted Mirage Road #320
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  (darnvbk@gmail.com)

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 million to $10 million

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

     http://bankrupt.com/misc/nv08-17257.pdf


CARDTREND INT'L: Posts $1,366,433 Net Loss in 2008 First Quarter
----------------------------------------------------------------
Cardtrend International Inc. reported a net loss of $1,366,433 on
total net revenues of $519,494 for the first quarter ended
March 31, 2008, compared with a net loss of $390,014 on total net
revenues of $465,994 in the same period last year.

The increase in total net revenues was due to revenue generated by
Asia Payment Systems (China) Co. Ltd. which did not generate any
revenue during the period ended March 31, 2007.

The company incurred total operating expenses of approximately
$971,907 for the three-month period ended March 31, 2008, as
compared to $636,224 for the same period last year, an increase of
$335,683.  The increase in operating expenses was primarily
contributed by the increase in the operating expenses of Asia
Payment Systems (China) Co. Ltd. which commenced business in China
in November 2007.

Interest expense for the three-month period ended March 31, 2008,
was approximately $568,556 as compared to $4,908 for the same
corresponding period in 2007.  

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$7,438,286 in total assets, $1,587,257 in total liabilities, and
$5,851,029 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $583,101 in total current assets
available to pay $1,410,590 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?2f27

                       Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about Cardtrend
International Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses from operations and accumulated
deficit as of Dec. 31, 2007.

                  About Cardtrend International

Based in Seattle, Washington, Cardtrend International Inc. (OTC
BB: CDTR) -- http://www.cardtrend.com/-- is the parent company of  
a group of payment and loyalty-reward related services companies.


CITY CROSSING: Wants to Employ White & Case as Primary Counsel
--------------------------------------------------------------
City Crossing 1 LLC asks the United States Bankruptcy Court for
the District of Nevada for permission to employ White & Case LLP  
as its primary bankruptcy counsel, effective as of June 2, 2008.

The Debtor also asks the the Court to allow White & Case to draw
down on the remaining portion of its prepetition chapter 11
retainer.

White & Case LLP will work in coordination with the Schwartzer &
McPherson Law Firm, the Debtor's Nevada counsel.

White & Case's professionals bill:
                                   
                                   Hourly Rate    

     Craig H. Averch, Esq.            $750
     Roberto J. Kampfner, Esq.        $700
     Shiva S. Delrahim, Esq.          $550
     Melanie C. Scott, Esq.           $550
     Doah Kim                         $155

>From the period March 3, 2008, to June 2, 2008, White & Case
received approximately $369,651.35 on account of legal services
rendered and expenses incurred prepetition.  Prior to the petition
date, White & Case received a retainer of $100,000 from the Debtor
and an additional amount of $400,000 from Plise Companies, LLC as
retainer.  As of June 2, 2008, the balance of the Debtor's
retainer was $387,126.31.

Roberto J. Kampfner, Esq., a partner at Wite & Case LLP, assures
the Court that the firm neither holds or represents any interest
adverse to the Debtor and its estates, and that the firm is a
"disinterested person" within the meaning of Sec. 101(14) of the
Bankruptcy Code.

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


COMPTON PETROLEUM: Discloses Sale Results of Four Non-Core Assets
-----------------------------------------------------------------
Compton Petroleum Corporation disclosed the results of the sale of
certain non-core assets.  These property sales are entirely
consistent with the efforts of the company over the past year to
focus Compton Petroleum as a relatively pure play unconventional
natural gas company.

Strong bids were received for all five of the minor non-core asset
packages offered for sale.  The company has accepted offers to
purchase on four packages at Cecil, Zama, Thornbury, and the Peace
River Arch.  The offers total approximately $218 million in the
aggregate and relate to approximately 3,700 boe/d of production
comprised of approximately 14.3 mmcf/d of natural gas and 1,300
bbls/d of natural gas liquids and crude oil.  

The Cecil property sale is the largest of these transactions and
the majority of the property is subject to rights of first
refusal.  It is expected that clearing these rights will take
until mid-summer and closing will occur shortly thereafter.  The
remaining property sales are also expected to close by mid-summer.  
The proceeds from these divestments will be utilized to reduce
bank debt.  

The company is currently in the process of finalizing the annual
mid-year review of their authorized credit facilities which has
factored in the impact of these divestitures.  Current indications
from the banking syndicate are that the property divestitures will
not impact the authorized credit facilities and that the company
will maintain the current $500 million authorization.

The company has elected to retain ownership of the fifth property
package at Bigoray as this property is complimentary to Compton
Petroleum's core area operations in the highly competitive area of
central Alberta at Niton and Edson.

Subsequent to the closing of these property sales, Compton
Petroleum's activities will be focused entirely in central Alberta
and the Rock Creek and Gething natural gas plays at Niton and
Edson, and in southern Alberta including the Basal Quartz play at
Hooker, the Plains Belly River play, and the thrusted Belly River
formation in the foothills.

As reported by the Troubled Company Reporter on July 7, 2008,
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.

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.

               About Compton Petroleum Corporation

Headquartered in Calgary Alberta, Compton Petroleum Corporation
(TSX - CMT, NYSE - CMZ) -- http://www.comptonpetroleum.com-- is  
an independent public company engaged in the exploration,
development and production of natural gas and crude oil in the
Western Canada Sedimentary Basin in Canada.

Compton's exploration, development and exploitation activities are
concentrated principally in two core areas: shallow gas resources
play, targeting the Plains Belly River and overlying Edmonton
Horseshoe Canyon zones, and deep gas plays that include the Basal
Quartz sands at Hooker, the Gething/Rock Creek sands at Niton and
Caroline in central Alberta, and the Foothills stacked, thrusted
Upper Cretaceous Belly River play at Callum in the south.

As of December 31, 2007, approximately 84% of the company's proved
reserves were from natural gas.  In December 2007, Compton
Petroleum completed the acquisition of WIN Energy Corporation.


COREL CORP: May 31 Balance Sheet Upside-Down by $11.7 Million
-------------------------------------------------------------
Corel Corporation reported Thursday financial results for its
second fiscal quarter ended May 31, 2008.

At May 31, 2008, the company's consolidated balance sheet showed
$254.7 million in total assets and $266.4 million in total
liabilities, resulting in an $11.7 million total stockholders'
deficit.

The company's consolidated balance sheet at May 31, 2008, also
showed strained liquidity with $71.8 million in total current
assets available to pay $91.5 million in total current
liabilities.

GAAP net income in the second quarter of fiscal 2008 was $930,000,
compared to GAAP net income of $2.3 million in the second quarter
of fiscal 2007.

Revenues in the second quarter of fiscal 2008 were $67.0 million,
compared to $65.0 million in the second quarter fiscal 2007.

Non-GAAP adjusted net income for the second quarter fiscal 2008
was $9.5 million, compared to non-GAAP adjusted net income for the
second quarter of fiscal 2007 of $9.8 million.  Non-GAAP adjusted
EBITDA in the second quarter of 2008 was $14.9 million, compared
to $15.2 million in the second quarter of 2007.

"Corel performed well in the second quarter, reflecting the
diversity of the company's products and distribution channels and
the strength of its brand in key geographies," said Kris Hagerman,
interim chief executive officer, Corel Corporation.  "We continue
to successfully execute our core strategy which is to drive
profitable growth by pursuing opportunities in faster growing
markets, while delivering consistent growth and profits from our
more established product lines and channels.  As Corel's results
for the second quarter illustrate, we continue to benefit from our
highly diversified business model."

                         Working Capital

The company's working capital deficiency at May 31, 2008, was
$19.7 million, an increase of $4.5 million from the Nov. 30, 2007
working capital deficiency of $15.2 million.  

The company expects to continue generating positive cash flows
from operations over the next 12 months.  In February 2009, the
company is required to make a cash sweep payment against its term
loan payable based on excess cash flow, as defined in the
company's credit facility agreement, that is estimated to be
approximately $17.0 million.

                 Liquidity and Capital Resources

As of May 31, 2008, the company's principal sources of liquidity
are cash and cash equivalents of $33.4 million and trade accounts
receivable of $28.8 million.  As a part of its senior credit
facility, the company also entered into a five-year $75.0 million
revolving line of credit facility, of which the entire balance is
unused as at May 31, 2008.

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?2f2a

                        About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is  
one of the world's top software companies with more than 100
million active users in over 75 countries.  The company provides
high quality, affordable and easy-to-use Graphics and Productivity
and Digital Media software.  The company's products products are
sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the company's global e-
Stores, and the company's international network of resellers and
retail vendors.

The company's award-winning product portfolio includes some of the
world's most widely recognized and popular software brands,
including CorelDRAW(R) Graphics Suite, Corel(R) Paint Shop Pro(R)
Photo, Corel(R) Painter(TM), VideoStudio(R), WinDVD(R), Corel(R)
WordPerfect(R) Office and WinZip(R).  The company's global
headquarters are in Ottawa, Canada, with major offices in the
United States, United Kingdom, Germany, China, Taiwan and Japan.


CREATIVE DESPERATION: Court Questions Assets & Debts Disclosure
---------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida will hold a hearing on July 22, 2008,
to determine whether or not Creative Desperation Inc. should
remain in bankruptcy, Mike Schoeck writes for The Deal.

On July 22, Judge Olson will hold a status conference to
investigate why the Debtor filed for chapter 11 bankruptcy on June
30 and listed $501 million in assets and only $2.5 million in
debts, The Deal says.

The Deal notes that the Debtor's type of operation is unclear.  
Based on court documents filed under a 2007 litigation against the
Debtor's founder, Peter Letterese, The Deal relates that Creative
Desperation, dba Galileo Systems International, conducts holistic
martial arts seminars.

Mr. Letterese sued four creditors of Creative Desperation
demanding $250 million injunction, The Deal writes.  The latest
lawsuit was filed by with the U.S. District Court for the Southern
District of Florida against Kendrick Moxon, Esq., at Moxon &
Kobrin PA, who represents the Church of Scientology International,
The Deal says.  The church and Creative Desperation are involved
in a pending $300,000 copyright infringement case, The Deal adds.

Court documents show that Mr. Letterese filed the lawsuits based
on the belief that the dental practices of Dr. Marc Schwartz of
Belmont, Calif., Dr. Scott Brady of Castle Rock, Colo., and Dr.
Douglas Ness of Anchorage conspired with Mr. Moxon in an probe
against Mr. Letterese, The Deal notes.  The doctors have asserted
disputed claims against Creative Desperation in amounts ranging
from $300,000 to $350,000, The Deal says.

Creative Desperation, according to the Deal, is owed an undisputed
claim of $1 million.

The Deal reveals that Mr. Letterese was previously connected with
the Church of Scientology in the 1970s.

                    About Creative Desperation

Weston, Florida-based Creative Desperation Inc., dba Galileo
Systems International, was founded by Peter Letterese.  Creative
Desperation has changed its name six times.  Its other names
include Peter Letterese & Associates Inc., Safepoint Family
Training, Buildstrong International and S.A.V.E. International.

The Debtor filed its chapter 11 petition on June 30, 2008 (Bankr.
S.D. Fla. Case No. 08-19067).  Judge John K. Olson presides over
the case.  Charles D. Franken, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of
$501,000,050 and total liabilities of $2,552,400 when it filed for
bankruptcy.


DAWAHARE LEXINGTON: May Employ Bunch & Brock as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky has
granted permission to Dawahare's of Lexington, LLC, to employ
Bunch & Brock as its bankruptcy counsel.

W. Thomas Bunch II, Esq., an attorney at Bunch & Brock, assures
the Court that the firm does not hold or represent any interest
adverse to the Debtor or its estate, and that the firm is a
"disinterested person" within the meaning of Sec. 101(14) of the
bankruptcy code.

Mr. Bunch tells the Court that on March 20, 2008, the Debtor paid
Bunch & Brock $5,000 for initial advice and consultation, and on
April 18, 2008, the Debtor paid the firm $70,000 in contemplation
of and in connection with the Debtor's bankruptcy filing.

Bunch and Brock's professionals bill:

                                 Hourly Rate
                                 -----------
     W. Thomas Bunch, Esq.          $400
     W. Thomas Bunch II, Esq.       $300
     Matthew B. Bunch, Esq.         $250
     Caryn Belobraidich, Esq.       $250
     Tresine Callahan, paralegal     $60        
     Peter Brackney, law clerk       $50
     Marlene Bennet, law clerk       $50

Bunch and Brock will also charge $40 per hour for extraordinary
secretarial services.  

                   About Dawahare's of Lexington

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


DAWAHARES LEXINGTON: U.S. Trustee Names 5-Member Creditors Panel
----------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code,
Richard Clippart, the United States Trustee for Region 8,
appointed five members to the Official Committee of Unsecured
Creditors in Dawahare's of Lexington LLC's Chapter 11 cases.

The Creditors Committee consists of:

   (1) General Growth Properties
       Attn: Julie Minnick
       110 North Wacker Drive
       Chicago, IL 60606
       Tel: (312) 442-6374

   (2) Liz Claiborne, Inc. (Lucky Brand)
       Attn: Kelly Ceransky
       One Claiborne Ave.
       North Bergen, NJ 07047
       Tel: (201) 295-7282

   (3) Warnaco/Chaps
       Attn: Therese Sinko
       470 Wheelers Farms Rd.
       Milford, CT 06461
       Tel: (203) 301-7740
      
   (4) Hands on Originals, Inc.
       Attn: R. Patrick Davis
       990 West New Circle Rd.
       Lexington, KY 40411-1838
       Tel: (859) 231-7465

   (5) Logo Xpress
       Attn: Marsha Springate
       2346 Palumbo Drive
       Lexinton, KY 40507
       Tel: (859) 266-0065

                   About Dawahare's of Lexington

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


DAWAHARES LEXINGTON: Panel Wants to Hire Cooley Godward as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Dawahare's of Lexington LLC's chapter 11 bankruptcy case seeks
permission from the United States Bankruptcy Court for the Eastern
District of Kentucky to retain Cooley Godward Kronish LLP as its
lead counsel, nunc pro tunc to June 12, 2008.

Cooley Godward will, among other professional services, provide
legal advice and assist the Committee in negotiations with the
Debtor and other parties in interest on an exit strategy for the
Debtor's bankruptcy case.

Jay R. Indyke, Esq., an attorney at CGK, assures the Court that
the firm does not represent or hold any interest adverse to the
Committee, the Debtor or its estate.

As compensation for its services, CGK's professionals bill

     Professional               Title       Hourly Rate
     ------------               -----       -----------
     Jay R. Indyke Esq.         Partner        $760
     Seth Van Aalten, Esq.      Associate      $470
     Michael A. Klein, Esq.     Associate      $420

                   About Dawahare's of Lexington

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


DEBORAH MCLAURIN: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Deborah D. McLaurin
        11948 Autumnwood Lane
        Ft. Washington, MD 20744

Bankruptcy Case No.: 08-18637

Chapter 11 Petition Date: July 1, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: William C. Johnson, Jr., Esq.
                  1229 K Street NW
                  Washington, DC 20005
                  Tel: (202) 483-0808
                  Fax: (202) 483-0909
                  wcjjatty@yahoo.com

Total Assets: $940,170

Total Debts:  $1,706,884

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Saxon Mortgage Services, Inc.    Primary Residence     $771,085
4708 Mercantile Drive, North,    Location: 11948      ($750,000
Fort Worth, TX 76137-3605        Autumnwood Lane,      secured)
                                 Fort Washington
                                 MD 20744

Commercial Lending, LLC          Land                  $298,293
7603 Maple Branch Road                                 ($70,170
Clifton, VA 20124                                      secured)

National City Mortgage Co.       Land 1207 Angler      $205,862
3232 Newman Drive                Trail, Fort          ($120,000
Miamisburg, OH 45342             Washington, MD 20744  secured)

Americas Servicing Company       Primary Residence     $193,128
                                                      ($750,000
                                                       secured)
                                                   ($771,085.41
                                                   senior lien)

Citi Mortgage                    Primary Residence     $156,652
                                                      ($750,000
                                                       secured)
                                                   ($964,213.41
                                                   senior lien)

TLC Property Ventures, LLC       Land                   $50,000
                                                       ($70,170
                                                       secured)
                                                     ($298,293
                                                   senior lien)

HSBC                             Credit Card             $9,576
                                 Purchases

Internal Revenue Service         Tax Debt                $7,711

HFC                              Consumer Debt           $6,770

Capital One Bank                 Credit Card             $4,928
                                 Purchases

Wells Fargo                      Consumer Debt           $2,501

Dell Financial Services          Credit Card              $377
                                 Purchases


DEEP OCEAN: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Deep Ocean Expeditions, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Washington, its schedules of assets
and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                        
  B. Personal Property            $28,918,989                  
  C. Property Claimed as                         
     Exempt                                      
  D. Creditors Holding                            $6,656,512
     Secured Claims                                       
  E. Creditors Holding                               147,272      
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                            15,413,897
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                        $28,918,989    $22,217,682

                         About Deep Ocean

Seattle, Washington-based Deep Ocean Expeditions LLC is associated
with nonbankrupt Deep Ocean Expeditions Ltd. --
http://www.deepoceanexpeditions.com/-- which was founded in 1998   
by Australian diver, climber and adventurer Mike McDowell, who
wanted to educate people about the ocean without anything being
touched or removed.  Mr. McDowell is managing director of Deep
Ocean Expeditions LLC.

The company filed for chapter 11 protection on May 28, 2008 (W.D.
Wash. Case No. 08-13231).  Robert D. McCallum, general manager
filed the petition on the Debtor's behalf.  Judge Karen A.
Overstreet presides over the case.  Christine M. Tobin, Esq., at
Bush Strout & Kornfeld, represents the Debtor in its restructuring
efforts.  


DEEP OCEAN: Court Sets July 31 Claims Bar Date
----------------------------------------------
The Hon. Karen A. Overstreet of the United States Bankruptcy
Court for the Western District of Washington set July 31, 2008,
as the last day for filing proofs of claim against Deep Ocean
Expeditions, LLC, pursuant to Bankruptcy Rule 3003(c)(3).

                         About Deep Ocean

Seattle, Washington-based Deep Ocean Expeditions LLC is associated
with nonbankrupt Deep Ocean Expeditions Ltd. --
http://www.deepoceanexpeditions.com/-- which was founded in 1998   
by Australian diver, climber and adventurer Mike McDowell, who
wanted to educate people about the ocean without anything being
touched or removed.  Mr. McDowell is managing director of Deep
Ocean Expeditions LLC.

The company filed for chapter 11 protection on May 28, 2008 (W.D.
Wash. Case No. 08-13231).  Robert D. McCallum, general manager
filed the petition on the Debtor's behalf.  Judge Karen A.
Overstreet presides over the case.  Christine M. Tobin, Esq., at
Bush Strout & Kornfeld, represents the Debtor in its restructuring
efforts.  When the Debtor filed its schedules, it listed total
assets of $28,918,989 and total liabilities of $22,217,682.


DEEP OCEAN: Wants to Employ Bush Strout as Bankruptcy Counsel
-------------------------------------------------------------
Deep Ocean Expeditions LLC is seeking the United States Bankruptcy
Court for the Western District of Washington's permission to
employ Bush Strout & Kornfield, as its bankruptcy counsel,
effective as of May 28, 2008.

Gayle E. Bush, Esq., a member of Bush Strout & Kornfield, assures
the Court that his firm is not a creditor of the Debtor, that it
does not hold or represent any interest adverse to the Debtor or
its estate, and that it is a "disinterested person" as that term
is defined in Sec. 101(14) of the bankruptcy code.

On Jan. 18, 2008, the Debtor provided Bush Strout with a $5,000
retainer, and an additional $75,000 retainer on May 23, 2008.  On
May 27, 2008, $3,489.50 of the retainer was applied in full
payment of Bush Strout's pre-filing fees.  There is $72,960.48
retainer remaining.

Mr. Bush tells the Court that currently his hourly billing rate is
$450, and that the hourly billing rate for other professionals and
support personnel who may performs services for the Debtor range
from $55 to $450.

                         About Deep Ocean

Seattle, Washington-based Deep Ocean Expeditions LLC is associated
with nonbankrupt Deep Ocean Expeditions Ltd. --
http://www.deepoceanexpeditions.com/-- which was founded in 1998   
by Australian diver, climber and adventurer Mike McDowell, who
wanted to educate people about the ocean without anything being
touched or removed.  Mr. McDowell is managing director of Deep
Ocean Expeditions LLC.

The company filed for chapter 11 protection on May 28, 2008 (W.D.
Wash. Case No. 08-13231).  Robert D. McCallum, general manager
filed the petition on the Debtor's behalf.  Judge Karen A.
Overstreet presides over the case.  Christine M. Tobin, Esq., at
Bush Strout & Kornfeld, represents the Debtor in its restructuring
efforts.  In its schedules filed with the Court, the Debtor listed
total assets of $28,918,989 and total liabilities of $22,217,682.


DELPHI CORP: Inks Pact Resolving JPMorgan's $1.8 Million Claim
--------------------------------------------------------------
Delphi Corp. and its debtor-affiliates, JP Morgan Chase Bank, N.A.
and Brazeway, Inc., have reached a stipulation resolving their
issues with respect to some claims.

On Jan. 6, 2006, JPMorgan, as assignee of Brazeway, filed
Claim No. 14052, asserting an unsecured non-priority claim for
$1,308,594, and an unsecured priority reclamation claim for
$572,708.

The Debtors sought, inter alia, to reduce the amount of the
Priority Reclamation Claim from $572,708 to $101,906, with the
difference added to the amount of the Unsecured Claim.

On Oct. 26, 2007, the Court ordered the reduction of the
Reclamation Claim.  JPMorgan and Brazeway asked the Court to
reconsider its order reducing the Reclamation Claim.

In connection with their Joint Plan of Reorganization, the
Debtors served notice of their intent (1) to assume Brazeway
Purchase Order No. D0550061360 and pay the cure amount of
$963,013, (2) to assume Brazeway Purchase Order No. D0550028808
and pay the cure amount of $155,373, and (3) to assume Brazeway
Purchase Order No. D0550028990 and pay the cure amount of
$716,761, for total cure payments of $1,835,146.

JPMorgan and Brazeway received one cure election notice for
Purchase Orders Nos. D0550028808 and D0550028990 for a total of
$872,133.82, and responded to the election notice that they
agreed with the cure amount and elected to receive the cure
amount in cash upon the Debtors' emergence from Chapter 11.  They
received a second cure election notice for Purchase Order
D0550061360, with a cure amount of $963,013 to be paid in cash
upon the Debtors' emergence from Chapter 11, to which they did
not object.

On March 19, 2008, the Court entered an order modifying certain
claims to implement cure payments identified in the Debtors'
Claims Objection, in which, inter alia, the amount of the Agreed
Cure Claim was stated to be $974,040, and the amount of the
Unsecured Claim was reduced to $907,263.

The amount of the Agreed Cure Claim exceeds the amount of the
March 19 Cure Claim.

The parties acknowledge and agree that the March 19 Order should
be amended as to Claim # 14052.  They agree that, with respect to
the claims, the final amounts are:

    Claim No./Type        Original Claim        Final Amount
    --------------        --------------        ------------
    14052/Cure Claim      $974,039              $1,835,146

    14052/Unsecured Claim   907,262                 46,155
    Reclamation Claim

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle     
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their proposal
to provide $2,550,000,000 in equity financing to Delphi.

(Delphi Bankruptcy News, Issue No. 134; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELPHI CORP: Court Approves Stattec's Assumption of 54 Contracts
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the assumption and assignment of 54 prepetition
executory contracts to Strattec Security Corporation, Witte-
Velbert GmbH & Co. Kg, Vehicle Access Systems Technology LLC, and
certain of their affiliates, in connection with the Debtors' sale
of certain assets related to their power products business to
Strattec et al. for $10,000,000.

As disclosed in the Troubled Company Reporter on June 13, 2008,
the Debtors entered into a master sale and purchase agreement with
the Strattec buyers for the sale of certain assets related to the
power products business.  Under the agreement, the Strattec buyers
would purchase the power products business for $7,800,000, subject
to certain adjustments.

The assumed U.S. contracts are important to the operation of the
power products business, and the Strattec buyers would not
purchase the power products business unless the assumed U.S.
contracts are transferred to them.  Thus, the Debtors' assumption
of the assumed U.S. Contracts and assignment of the contracts to
the Strattec buyers is necessary to enable the Sellers to
consummate the sale of the power products business to the Strattec
buyers.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle     
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their proposal
to provide $2,550,000,000 in equity financing to Delphi.

(Delphi Bankruptcy News, Issue No. 134; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DIGICEL GROUP: Moody's Hikes Corporate Family Rating 1 Notch to B2
------------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Digicel Group Limited to B2 from B3, reflecting the faster than
expected deleveraging by the company, driven largely by the
success of the new market launches and reduced start up expenses
in the company's Haiti and Trinidad & Tobago markets.

In addition, the rating agency changed the outlook on Digicel
Group's debt ratings to positive from stable, as Moody's expects
further cash flow growth from the existing subscriber base and
diminishing capital requirements as the new markets mature.

In conjunction with the ratings action, Moody's upgraded the
ratings on Digicel Group's $1.4 billion senior unsecured notes,
due 2015, to Caa1 from Caa2, and the rating on the $450 million
senior unsecured notes, due 2012, at Digicel Limited to B2 from
B3.  The company also has a $1.2 billion senior secured credit
facility at its subsidiary, which Moody's does not rate.

Ratings Upgraded:

Digicel Group Limited

  -- Corporate Family Rating to B2 from B3
  -- Probability of Default Rating to B2 from B3

  -- $1.4 billion Senior Unsecured Notes to Caa1 (LGD 5, 82%) from
     Caa2 (LGD5 81%)

Digicel Limited

  -- $450 million Senior Unsecured Notes to B2 (LGD 3, 47%) from
     B3 (LGD 3, 45%)

  -- Outlook revised to Positive from Stable

The company's growing penetration in markets outside its long-
standing Jamaica operations and the EBITDA-positive contribution
from the Haiti and Trinidad & Tobago markets have pushed adjusted
leverage down to about 6.0x at fiscal year end March 31, 2008,
using Moody's standard analytic adjustments.  This is a
significant improvement from the roughly 10.0x adjusted leverage
Digicel Group carried following the recapitalization of the
company's balance sheet in early 2007.

The rating and the positive outlook are further supported by
Digicel Group's leading position as the largest wireless
telecommunications carrier in the Caribbean as well as its
successful track record at gaining significant market share and
producing solid operating results relatively quickly after new
markets are launched.

"As the company reaches a critical mass of subscribers in the Pan-
Caribbean region, coupled with the slowdown of the company's
expansion into new markets, the strong trajectory of operating
cash flow growth is expected to carry on, which may enable Digicel
Group to reduce its leverage to about 4.0x towards the end of
fiscal 2010," Gerald Granovsky, Moody's vice president and senior
analyst, said.

Nevertheless, Moody's still expects the company to consume cash to
support service expansion in its territories as competition
increases in Jamaica and Haiti over the next couple of years.  

In addition, the company's term loan facility faces scheduled
amortization payments of $320 million per year, starting in the
second half of calendar year 2009.  The rating is also tempered by
the slowing global economy and Digicel Group's increasing exposure
to higher risk markets, such as Haiti for its cash flow growth.

Headquartered in Jamaica and incorporated in Hamilton, Bermuda,
Digicel Group Limited is the largest provider of wireless
telecommunication services in the Caribbean.


DIMAS SANTIAGO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dimas Santiago
        30 Clarksburg Rd.
        Millstone, NJ 08510

Bankruptcy Case No.: 08-22666

Chapter 11 Petition Date: July 4, 2008

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Steven Abelson, Esq.
                     Email: sjaesq@sjabelson.com
                  63 West Main St., P.O. Box 7005
                  Freehold, NJ 07728
                  Tel: (732) 462-4773

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

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

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

      http://bankrupt.com/misc/njb08-22666.pdf


EDUCATION RESOURCES: Court OKs Rejection of First Marblehead Pacts
------------------------------------------------------------------
Judge Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts authorized The Education Resources
Institute Inc. to reject its contracts with The First Marblehead
Corporation, nunc pro tunc May 31, 2008, and enter into the
Transition Services Agreement.

As reported in the Troubled Company Reporter on June 12, 2008,
the Transition Services Agreement will govern the terms and
conditions pursuant to which one or more of the FMC Entities will
provide certain services to the Debtor for a brief period of
time.  A full-text copy of the TSA is available for free at
http://bankrupt.com/misc/teri_terminationagreement.pdf

TCR, citing Gina Lynn Martin, Esq., at Goodwin Procter LLP, in
Boston, Massachusetts, related that the Debtor is party to several
prepetition contracts with one or more of the FMC Entities
including:

   * a Master Servicing Agreement, dated as of July 1, 2001,
   * a Master Loan Guaranty Agreement, dated February 2, 2001,
   * a Database and Sale Agreement, dated June 20, 2001, and
   * a Marketing Services Agreement, dated July 1, 2001.

Before the Court granted the Debtor's request, Phoebe Morse, U.S.
Trustee for Region 1, objected to the Debtor's request complaining
that the Debtor failed to (a) demonstrate the likely financial
impact on its postpetition operations; and (b) explain the request
in the context of its bankruptcy exit strategy.

The U.S. Trustee requested the Court to direct the Debtor to
demonstrate that its Motion constitutes an exercise of "sound
business judgment," which requires consideration of the best
interest of its estate.  According to Eric K. Bradford, Esq.,
attorney for the U.S. Department of Justice, in Boston,
Massachusetts, "[i]t is unclear whether the Motion will dictate
sub rosa the terms of any plan."

To further support their request, the Debtor filed an affidavit
prepared by its president and chief executive officer, Willis J.
Hulings III.

Mr. Hulings stated that, after September 2007, the securitization
market evaporated and problems arose in the credit markets.  Loan
volumes decreased and the Debtor's ability to obtain fees and
cash flow diminished.  However, in the months after the credit
crisis, the Debtor remained obligated to pay FMC's costs, many of
which were fixed, despite the fact that the Debtor's revenue and
cash flow had decreased.  

According to Mr. Hulings, from January to May 2008, the Debtor's
loan volume declined 91%, but its expenses declined for only 29%.  
>From January to May 2008, the Debtor paid $53,800,000 to FMC:

     January          $13,800,000  
     February          11,600,000  
     March             10,700,000
     April              7,900,000
     May                9,800,000

Mr. Hulings told Judge Boroff that the TSA will entitle the
Debtor a total savings of $545,043 for the month of June, and the
same amount of savings for future months if the TSA is continued.  
"There is no doubt that rejecting the FMC Contract and entering
into the TSA is in the best interest of the Debtor, its
creditors, and its estate," he said.

TCR said that the Debtor has determined that it is not in its best
interests to continue to operate under the terms of the FMC
Contracts.  The Debtor has reviewed the terms of each of the FMC
Contracts and has determined that the burdens of the contracts,
including the significant costs to which the Debtor is subjected,
greatly outweigh the benefits to the Debtor under the Contracts.  

                  About The First Marblehead

First Marblehead Corporation -- http://www.firstmarblehead.com/--      
provides financial solutions that help students achieve their
dreams.  The company helps meet the growing demand for private
education loans by providing national and regional financial
institutions and educational institutions, well as businesses and
other enterprises, with an integrated suite of design,
implementation and securitization services for student loan
programs.

First Marblehead supports responsible lending for borrowers and is
a strong proponent of the smart borrowing principle, which
encourages students to access scholarships, grants and federally
guaranteed loans before considering private education loans. At
Dec. 31, 2008, the company's balance sheet showed total assets of
$1,584,564,000, total liabilities of $663,514,000 and total
stockholders' equity of $921,050,000

                           *     *     *

As reported by the Troubled Company Reporter on April 9, 2008,
First Marblehead's stocks dropped 37% after The Education
Resources Institute, guarantor of its loans, filed for Chapter 11
protection.  According to Bloomberg News, First Marblehead
declined $2.84 to $4.86 in New York Stock Exchange trading after
TERI's bankruptcy filing.  The descent is the biggest one-day drop
in the securities' record and reduces First Marblehead below 89%
for the past 12 months.

First Marblehead is scheduled as TERI's largest unsecured
creditor, holding claims of $11 million, according to papers TERI
filed in bankruptcy court.

First Marblehead said it is analyzing the implications of TERI's
Chapter 11 filing on its lenders, investors, borrowers, well as
the The National Collegiate Student Loan Trusts.

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


EDUCATION RESOURCES: Court OKs Termination of RBS Citizens Deals
----------------------------------------------------------------
The Education Resources Institute Inc. obtained authority from the
U.S. Bankruptcy Court for the District of Massachusetts 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.

As reported in the Troubled Company Reporter on June 20, 2008, 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

The Court's order 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.

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


EPICEPT CORP: Prices Public Offering of 8 Million Shares
--------------------------------------------------------
EpiCept Corporation disclosed the pricing of a public offering, on
June 24, 2008, of approximately 8 million shares of its common
stock at $.25 per share and five-year warrants to purchase up to
approximately 8 million shares of common stock at an exercise
price of $.39 per share.  EpiCept will receive approximately
$1.9 million in net proceeds from the offering.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital
Group, Inc. acted as the exclusive placement agent for the
offering.  EpiCept intends to use the net proceeds it receives to
meet its working capital needs and general corporate purposes
through July 2008 and to pay certain fees owed to its senior
secured lender.

A copy of the preliminary prospectus supplement relating to the
common stock and warrants can be obtained from Rodman & Renshaw
LLC, 1270 Avenue of the Americas, New York, NY 10020, or by
calling (212) 356-0549.

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

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

                       Going Concern Doubt

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

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


FIRST MARBLEHEAD: TERI Court Approves Rejection of Agreements
-------------------------------------------------------------
Judge Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts authorized The Education Resources
Institute Inc. to reject its contracts with The First Marblehead
Corporation, nunc pro tunc May 31, 2008, and enter into the
Transition Services Agreement.

As reported in the Troubled Company Reporter on June 12, 2008,
the Transition Services Agreement will govern the terms and
conditions pursuant to which one or more of the FMC Entities will
provide certain services to the Debtor for a brief period of
time.  A full-text copy of the TSA is available for free at
http://bankrupt.com/misc/teri_terminationagreement.pdf

TCR, citing Gina Lynn Martin, Esq., at Goodwin Procter LLP, in
Boston, Massachusetts, related that the Debtor is party to several
prepetition contracts with one or more of the FMC Entities
including:

   * a Master Servicing Agreement, dated as of July 1, 2001,
   * a Master Loan Guaranty Agreement, dated February 2, 2001,
   * a Database and Sale Agreement, dated June 20, 2001, and
   * a Marketing Services Agreement, dated July 1, 2001.

Before the Court granted the Debtor's request, Phoebe Morse, U.S.
Trustee for Region 1, objected to the Debtor's request complaining
that the Debtor failed to (a) demonstrate the likely financial
impact on its postpetition operations; and (b) explain the request
in the context of its bankruptcy exit strategy.

The U.S. Trustee requested the Court to direct the Debtor to
demonstrate that its Motion constitutes an exercise of "sound
business judgment," which requires consideration of the best
interest of its estate.  According to Eric K. Bradford, Esq.,
attorney for the U.S. Department of Justice, in Boston,
Massachusetts, "[i]t is unclear whether the Motion will dictate
sub rosa the terms of any plan."

To further support their request, the Debtor filed an affidavit
prepared by its president and chief executive officer, Willis J.
Hulings III.

Mr. Hulings stated that, after September 2007, the securitization
market evaporated and problems arose in the credit markets.  Loan
volumes decreased and the Debtor's ability to obtain fees and
cash flow diminished.  However, in the months after the credit
crisis, the Debtor remained obligated to pay FMC's costs, many of
which were fixed, despite the fact that the Debtor's revenue and
cash flow had decreased.  

According to Mr. Hulings, from January to May 2008, the Debtor's
loan volume declined 91%, but its expenses declined for only 29%.  
>From January to May 2008, the Debtor paid $53,800,000 to FMC:

     January          $13,800,000  
     February          11,600,000  
     March             10,700,000
     April              7,900,000
     May                9,800,000

Mr. Hulings told Judge Boroff that the TSA will entitle the
Debtor a total savings of $545,043 for the month of June, and the
same amount of savings for future months if the TSA is continued.  
"There is no doubt that rejecting the FMC Contract and entering
into the TSA is in the best interest of the Debtor, its
creditors, and its estate," he said.

TCR said that the Debtor has determined that it is not in its best
interests to continue to operate under the terms of the FMC
Contracts.  The Debtor has reviewed the terms of each of the FMC
Contracts and has determined that the burdens of the contracts,
including the significant costs to which the Debtor is subjected,
greatly outweigh the benefits to the Debtor under the Contracts.  

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

                  About The First Marblehead

First Marblehead Corporation -- http://www.firstmarblehead.com/--      
provides financial solutions that help students achieve their
dreams.  The company helps meet the growing demand for private
education loans by providing national and regional financial
institutions and educational institutions, well as businesses and
other enterprises, with an integrated suite of design,
implementation and securitization services for student loan
programs.

First Marblehead supports responsible lending for borrowers and is
a strong proponent of the smart borrowing principle, which
encourages students to access scholarships, grants and federally
guaranteed loans before considering private education loans. At
Dec. 31, 2008, the company's balance sheet showed total assets of
$1,584,564,000, total liabilities of $663,514,000 and total
stockholders' equity of $921,050,000

                           *     *     *

As reported by the Troubled Company Reporter on April 9, 2008,
First Marblehead's stocks dropped 37% after The Education
Resources Institute, guarantor of its loans, filed for Chapter 11
protection.  According to Bloomberg News, First Marblehead
declined $2.84 to $4.86 in New York Stock Exchange trading after
TERI's bankruptcy filing.  The descent is the biggest one-day drop
in the securities' record and reduces First Marblehead below 89%
for the past 12 months.

First Marblehead is scheduled as TERI's largest unsecured
creditor, holding claims of $11 million, according to papers TERI
filed in bankruptcy court.

First Marblehead said it is analyzing the implications of TERI's
Chapter 11 filing on its lenders, investors, borrowers, well as
the The National Collegiate Student Loan Trusts.


FOREST GATE: Has 60 Days to Settle Default on Providence Deal
-------------------------------------------------------------
Forest Gate Resources Inc. was given 60 days from July 3, 2008, to
remedy the default by paying the full amount of the outstanding
balance to the Providence Resources P.L.C., operator.  

Forest Gate reported that, in accordance with the Joint Operating
Agreement dated June 29, 2007, it has been issued a Notice of
Default from the operator for its failure to pay its June 3, 2008,
cash call within a specified period of time.

On July 5, 2007, Forest Gate Resources Inc. finalized and signed a
JOA with its Celtic Sea consortium partners regarding the oil &
gas drilling program off the coast of Southern Ireland.
                                                                      
The other partners were all European based and include, Challenger
Minerals, Dyas B.V. Exploration & Production and Atlantic
Petroleum.

The drilling commenced in August 2007 on Hook Head, the priority
drilling target, which has potential recoverable resources of up
to 70 million barrels of oil and 200 billion standard cubic feet
of gas.  The Petrolia Rig was used for this drill program.

The working interest was held by a private Calgary-based company
called Arriba Capital Corporation Inc.

In September 2007, the company reported that it has forfeited 7.5%
of its 15% interest in the Celtic Sea joint venture, due to
defaulting on a cash call.

Under the terms of the agreement and after regulatory approval,
the company paid 3,600,000 common shares of Forest Gate to Arriba
principals and entered into consulting agreements and granted one
million options to them.  As part of the agreement, the company
paid 586,104 Euros or $902,249 for outstanding cash calls on work
already performed.

As of March 31, 2008, total exploration costs are $5,474,346
including the outstanding cash calls of $902,249 on work already
performed.  The company's accounts reflect only the proportionate
interest in these activities.

"We have informed our consortium partners that we will continue to
try to fund our share of this year's program through the sixty day
default period," Michael Judson, president and CEO of Forest Gate,
said.  "We continue to believe that institutional oil investors
will yet return to the market."
    
In the event that the default continues for more than sixty days,
Forest Gate will forfeit its interest in the Celtic Sea project.

                  About Forest Gate Resources Inc.

Headquartered in Quebec, Canada, Forest Gate Resources Inc.
(CVE:FGT) -- http://www.forestgate.ca/-- is an international oil  
& gas exploration company.  The company is seeking to increase
shareholder value through participation and development of oil &
gas exploration and production projects in Ireland and Canada.


GREY WOLF: RiskMetrics Urges Shareholders to Take Precision's Bid
-----------------------------------------------------------------
RiskMetrics Group Inc. is urging Grey Wolf Inc. shareholders to
reject the proposed $2.9 billion merger with Basic Energy Services
Inc., The Wall Street Journal related.

As reported in the Troubled Company Reporter on June 30, 2008,
Grey Wolf Inc.'s board of directors determined that the third
unsolicited proposal to acquire Grey Wolf by the Precision
Drilling Trust is not, and is not reasonably likely to result in,
a proposal superior to its pending strategic merger with Basic
Energy.

On the July 3 report, WSJ indicated that RiskMetrics Group
questioned the rationale for the proposed merger and criticized
the board of Grey Wolf for refusing to consider a rival offer from
Precision Drilling Trust.  

RiskMetrics Group also raised questions about potential conflicts
of interest among some Grey Wolf board members voting for the deal
with Basic Energy, WSJ added.

WSJ, quoting RiskMetrics, stated that the board did not take steps
to address the potential conflict of interests.

According to WSJ, institutional investors usually follow by
default RiskMetrics Group fka Institutional Shareholder Services'
recommendations.

The company was disappointed with RiskMetrics' recommendation,
adding that he still thinks the merger with Basic is the better
deal, WSJ, citing David Wehlman, Grey Wolf chief financial
officer, says.

                 About Precision Drilling Trust

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

                         About Grey Wolf

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

                          *     *     *

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


IAP WORLDWIDE: Moody's Affirms Junk Ratings, PD Rating Cut to D
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of the senior
secured first and second lien bank credit facilities of IAP
Worldwide Services, Inc.'s at Caa2, LGD2, 20% and Ca, LGD 3 40%
respectively.  The company's Corporate Family rating was also
affirmed at Caa3, but the Probability of Default Rating was
lowered to D from Caa3.

The rating actions follow the amendment and restatement of the
company's first and second lien credit facilities as part of the
company's financial restructuring.  Certain features of the
amendment, specifically with respect to the inclusion of an option
to make payment-in-kind interest payments are deemed to constitute
a distressed restructuring under Moody's assessment, and result in
the change of the Probability of Default Rating to D.

All IAP ratings will be subsequently withdrawn.  In that context,
the outlook was changed to stable from negative.

IAP and its lenders amended and restated their existing credit
agreements during June.  The agreements had been in technical
default since the end of the third quarter of 2007.  As part of
the resolution, Cerberus Capital Management, IAP's controlling
shareholder, invested additional equity.

Proceeds were used to repay amounts outstanding under the
revolving credit agreement and to reduce the balance under the
first lien term loan.  Significantly, under the terms of the
amendment the company will have an option to settle a portion of
its interest on the first and second lien obligations on a PIK
basis.

Moody's considers the granting of an option to the borrower to
partially satisfy its interest payments by increasing the amount
of principal due rather than the previous contractual agreement to
do so wholly in cash to be a distressed restructuring.

Ratings with updated loss given default assessments:

  -- Corporate Family Rating, Caa3
  -- Probability of Default, D

  -- $75 million first lien revolving credit, Caa2 (LGD-2, 20%)

  -- $406 million balance on the first lien term loan, Caa2 (LGD-
     2, 20%)

  -- $120 million second lien term loan to Ca (LGD-3, 40%)

Because of Moody's treatment of the amendment as a distressed
restructuring, the ratings will be withdrawn, and do not represent
Moody's views on IAP's obligations under the amended and restated
credit agreements.

The last rating action was on Jan. 30, 2008 at which time the
Corporate Family Rating was lowered to Caa3 from Caa1 and the
outlook was changed to negative upon a conclusion of a ratings
review initiated in October, 2007.

Headquartered in Cape Canaveral, Florida, IAP Worldwide Services,
Inc. is a provider of facilities management, contingency support
and technical services to U.S. Military and government agencies.  
Revenues in 2007 were approximately $967 million.


ICP D600A: Calls Bank's Demands as Unreasonable and Illegal
-----------------------------------------------------------
ICP D600A LLC sought protection from creditors under chapter 11 of
the U.S. Bankruptcy Code to prevent a pending foreclosure on its
10,000 sq. ft. office building in downtown Scottsdale, Arizona,
The Arizona Republic's Andrew Johnson says, citing Bill Rasure at
International Capital Partners LLC.  International Capital
Partners manages ICP.

            TD Note's "Unreasonable and Illegal" Demands

The National Bank of Arizona, which is owed $2.5 million, set a
sale in March to buy the Debtor's property, Republic relates.  The
report says that the bank afforded the Debtor several extensions
to its payments but eventually refused to renew the loan due to
the credit crisis, Republic quotes Mr. Rasure as stating.

The bank sold the loan on June 20, 2008, to TD Note LLC, the
report says, citing a filing with the Maricopa County Recorder's
Office.

TD Note allegedly demanded "unreasonable and frankly illegal fees,
costs and charges on the note," Mr. Rasure said, Republic notes.  
Mr. Rasure said that the Debtor intends to ask the U.S. Bankruptcy
Court for the District of Arizona to trash those additional costs,
Republic states.

                        Camelback Project

Mr. Rasure assured that the bankruptcy proceeding will not
materially affect the Debtor's operations.  The effect of the
bankruptcy on about 15 to 20 investors is considered "nil to
negligible" according to Mr. Rasure, Republic relates.

Republic states that the office building, called District of
Camelback, is one of the various real properties acquired by
International Capital Partners over the years.  The city of
Scottsdale has not received the Debtor's plans for the Camelback
mixed-use project involving various properties in the city,
Republic notes.

The 2 million sq. ft. plan unveiled by landowner, International
Capital Partners, would provide an alternative to the young club
goer scene, Republic says.

On a June 4, 2008 issue of Scottsdale Tribune, the Debtor released
the details on the Camelback project.  The District on Camelback
is a planned $500 million re-development on the north road and
south side of Camelback Road between 68th Street and Goldwater
Boulevard that would include residences, a boutique hotel, a
penthouse restaurant atop an 11-story tower, an amphitheater and
offices.

Tom Donahue, CEO, said the Debtor is in serious negotiations with
a New York-based restaurant that would open a branch in a vacant
residential penthouse.

One of the properties owned by the Debtor is where the Orchidtree
apartment complex used to stand.  International Capital Partners
evicted Orchidtree tenants in July 2007 to include the site in the
Camelback project.  ICP expects to submit its new plans for the
former Orchidtree Apartments as early as fall but will likely wait
until the adoption of the city's new downtown plan.

A full-text copy of the Camelbakc project plan is available for
free at http://ResearchArchives.com/t/s?2f2f

                           About ICP D600A

Phoenix, Arizona-based ICP D600A, LLC, c/o Schian Walker PLC, is a
real estate firm managed by International Capital Partners LLC --
http://www.icprealestate.com/ The Debtor filed its chapter 11  
petition on June 30, 2008 (Bankr. D. Ariz. Case No. 08-07953).  
Judge Charles G. Case II presides over the case.  Mark C. Hudson,
Esq., at Schian Walker PLC, represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts of $1,000,000 to $10,000,000.


JEVIC TRANSPORTATION: Klehr Harrison Approved as Bankr. Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Jevic Transportation Inc. and its debtor-affiliates
permission to employ Klehr, Harrison, Harvey, Branzburg & Ellers
LLP as their bankruptcy counsel.

As reported in the Troubled Company Reporter on June 17, 2008,
Klehr Harrison is expected to:

   a) advise the Debtors with respect to their rights, powers and
      duties in these cases;

   b) take all necessary action to protect and preserve the
      Debtors' estates, including, without limitation, the
      prosecution of actions on their behalf, defense of any
      actions commenced against the Debtors, the negotiations
      concerning all litigation and disputes in which the Debtors
      are involved, and review, analysis and objections to claims
      filed against the Debtors' estates;

   c) prepare and file on behalf of the Debtors all necessary
      motions, applications, answers, orders, reports and papers
      in connection with the administration of the Debtors'
      estates; and

   d) perform all other necessary legal services in connection
      with the Chapter 11 cases.

The firm's professionals and their compensation rates are:

      Professionals             Designations     Hourly Rates
      -------------             ------------     ------------
      Domenic E. Pacitti, Esq.  Partner              $450
      Michael Yurkewicz, Esq.   Senior Associate     $300
      Melissa Hughes            Paralegal            $150

      Designations                               Hourly Rates
      ------------                               ------------
      Partners                                     $325-$600
      Associates                                   $205-$325
      Paralegals                                   $120-$190

The Debtors paid $250,000 retainer to Klehr Harrison for payment
of fees and expenses incurred by the firm of which $149,147 of the
retainer was used on May 19, 2008, for prepetition services.

To the best of the Debtors' knowledge, the firm does not any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                   About Jevic Transportation Inc.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company      
has two units: Jevic Holding Corp. and Creek Road Properties.  
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., at
Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Delaware,
represents Jevic Transportation.  The Debtors selected Epiq
Bankruptcy Solutions Inc. as their claims agent.  The U.S. Trustee
for Region 3 has appointed three creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtors' filed for
protection against their creditors, they listed assets and debts
between $50 million to $100 million.


JEVIC TRANSPORTATION: Committee Taps Pachulski Stang as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Jevic
Transportation Inc. and its debtor affiliates asks the United
States Bankruptcy Court for the District of Delaware for
permission to employ Pachulski Stang Ziehl & Jones LLP as its
counsel.

In another filing, the Committee also asks the Court to employ
Nachmanhaybrownstein Inc. as its financial advisor.

Pachulski Stang will:

   a) provide legal advice and assistance to the Committee in its
      consultation with the Debtors relative to the Debtors'
      administration of their cases;

   b) review and analyze all applications, motions, orders,
      statements of operations and schedules filed with the Court
      by the Debtors or third parties, advise the Committee as to
      their propriety, and, after consultation with the Committee,
      take appropriate action;

   c) prepare necessary applications, motions, answers, orders,
      reports and other legal papers on behalf of the Committee;

   d) represent the Committee at hearings held before the Court
      and communicate with the Committee regarding the issues
      raised, as well as the decisions of the Court; and

   e) perform all other legal services for the Committee which may
      be necessary and proper in this proceedings.

The firm's professionals and their compensation rates are:

      Professionals             Designations     Hourly Rates
      -------------             ------------     ------------
      Robert J. Feinsten, Esq.  attorney         $775
      Bruce Grohsgal, Esq.      attorney         $550
      Maria Bove, Esq.          attorney         $425
      Lynzy Oberholzer          paralegal        $190

Bruce Grohsgal, Esq., assures the Court that the firm does not
hold any interests adverse to the Debtors' estates and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                   About Jevic Transportation Inc.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company      
has two units: Jevic Holding Corp. and Creek Road Properties.  
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., at
Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Delaware,
represents Jevic Transportation.  The Debtors selected Epiq
Bankruptcy Solutions Inc. as their claims agent.  The U.S. Trustee
for Region 3 has appointed three creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtors' filed for
protection against their creditors, they listed assets and debts
between $50 million to $100 million.


JHT HOLDINGS: Files Chapter 11 Plan and Disclosure Statement
------------------------------------------------------------
JHT Holdings Inc. and its debtor-affiliates delivered to the
United States Bankruptcy Court for the District of Delaware a
joint Chapter 11 plan of reorganization and a disclosure statement
explaining that plan.

The plan reflects certain agreements between the Debtors
and the prepetition lenders including General Electric Capital
Corporation; Highland Capital Management L.P.; Spectrum Partners
L.P.; and D.B. Zwim Special Opportunities Fund Ltd., owed in the
aggregate amount of $136,000,000 in secured debt.  The plan
further contemplates:

   a) the payment in full, in cash, of the allowed prepetition
      advance claims, debtor-in-possession facility claims,
      administrative claims and priority claims;

   b) exchange of the prepetiton lenders' secured claims for,
      among other things:

      -- the exit second-lien loan in the principal amount of
         $60,000,000, and

      -- 70% of the new stock of reorganized holdings;

   c) reinstatement of intercompany claims and interests; and

   d) discharge of all other claims without recovery, and
      cancellation of all other equity interests.

Prior to their bankruptcy filing, the Debtors entered into a
lockup agreement with their prepetition lenders on June 23, 2008.  
The lockup agreement includes, among other things:

   -- terms for the proposed first-lien exit revolving lien with a
      maximum commitment of $35,000,000 and second-lien exit term
      loan in the principal amount of $60,000,000;

   -- a fully-negotiated senior secured debtors-in-possession
      credit agreement with availability of up to (i) $22,000,000,
      on interim basis, and (ii) $25,000,000, on final basis;

   -- terms for the new stock to be issued by the reorganized
      holdings; and

   -- certain corporate governance terms including voting rights
      and the composition of the initial board of directors of the
      reorganized holdings.

On June 25, 2008, the Court authorized the Debtors to obtain, on
interim basis, up to $22,000,000 in financing under a revolving
credit facility from a consortium of financial institutions led by
General Electric, as agent and lender.  The facility will be used
to supplement their liquidity status.

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

                Treatment of Interests and Claims

                 Type                                 Estimated
  Class          of Claims           Treatment        Recovery
  -----          ---------           ---------        ---------
  unclassified   administrative                       100%
                  claims

  unclassified   priority taxes                       100%
  
  unclassified   IFTA priority                        100%
                  taxes

  unclassified   DIP facility                         100%
                  claims

  1              prepetition         unimpaired       100%
                  advances claims

  2              prepetiton          impaired         --
                  facilities claims

  3              other secured       unimpaired       100%
                  claims

  4              other priority      unimpaired       100%
                  claims

  5              general unsecured   impaired         0%
                  claims

  6              intercompany        unimpaired       reinstated
                  claims

  7              intercompnay        unimpaired       reinstated
                  interests

  8              equity interests    impaired         0%

Class 1,3, and 4 claims will be paid in full on the plan's
effective date.  Class 7 and 8 claims will be transferred to the
reorganized Debtors.  Holders of class 5 general unsecured claims
will not receive any distribution under the plan.

As reported in the Troubled Company Reporter on June 26, 2008,
the Debtors' lenders will convert a portion of debt to equity
and become the owners of the reorganized Debtors under the plan.  
Outstanding bank debt will be reduced by more than 40%, and annual
cash interest expense will decrease by more than 50%.

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?2f30

                      About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- provide over-the-road   
transportation of various types of motor vehicles, including
commercial trucks and cars.  The company and 16 of its affiliates
filed for Chapter 11 protection on June 24, 2008 (Bankr. D. Del.
Lead Case No.08-11267).  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamilton, LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection against their creditors, they listed assets and debts
between $100 million to $500 million.


JEWETT W. TUCKER: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Jewett W. Tucker, Jr. filed with the U.S. Bankruptcy Court for the
Southern District of Georgia, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $ 5,150,000
  B. Personal Property             77,999,500
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $33,551,362
     Secured Claims                                       
  E. Creditors Holding         
     Unsecured Priority
     Claims                                       
  F. Creditors Holding
4,665,414                         
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                        $83,149,500    $38,216,776

Jewett W. Tucker, Jr., of Colbert, Georgia, filed for Chapter 11
bankruptcy protection on June 5, 2008 (S.D. Ga. Case No. 08-
40990).  James L. Drake, Jr., Esq., at James L. Drake, Jr. P.C.,
represents Mr. Tucker as counsel.  


JEWETT W. TUCKER: Section 341(a) Creditors Meeting Set for July 8
-----------------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
Jewett W. Tucker Jr.'s creditors at 10 a.m., on July 8, 2008, at
the Commerce Bldg., 222 West Oglethorpe Ave., Rm. 304, Savannah,
Georgia.

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

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question the Debtor under oath about
his financial affairs that would be of interest to the general
body of creditors.

Jewett W. Tucker, Jr., of Colbert, Georgia, filed for Chapter 11
bankruptcy protection on June 5, 2008 (S.D. Ga. Case No. 08-
40990).  James L. Drake, Jr., Esq., at James L. Drake, Jr. P.C.,
represents Mr. Tucker as counsel.  


KATHLEEN DIANE HUNTER: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Kathleen Diane Hunter
        14414 NE 22nd Avenue
        Vancouver, WA 98686

Bankruptcy Case No.: 08-43201

Type of Business: Refer to Douglas Scott Hunter's bankruptcy
                  petition filed on June 3, 2008 (Bank. D.Wa.
                  Case No. 08-42593)

Chapter 11 Petition Date: July 1, 2008

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Darren C. Walker, Esq.
                  1610 Columbia Street
                  Vancouver, WA 98660
                  Tel: (360) 699-1400
                  kimeb@pacifier.com


KMART CORP: Withdraws Bid to Close Chapter 11 Bankruptcy Case
-------------------------------------------------------------
Kmart Corp. withdrew a request asking the U.S. Bankruptcy Court
for the Northern District of Illinois to enter a final decree
closing its Chapter 11 bankrutpcy case.

The reason for the withdrawal was not disclosed.

The Court has previously entered final decrees closing all of the
separate cases of Kmart's subsidiaries.  At the time the other
cases were closed, the Kmart Corp. case remained open because (i)
Kmart was still prosecuting more than 100 avoidance actions and
other adversary proceedings and (ii) a number of significant
claims remained subject to objection.

In the request to close the Kmart Corp. case, William J. Barrett,
Esq., at Barack Ferrazzano Kirschbaum & Nagelberg LLP, in Chicago,
Illinois, said that after the May 14, 2008 omnibus hearing, there
would be no avoidance or other adversary proceedings, or other
active contested matters, other than:

   (a) the contested matter concerning the claim of
       FLOORgraphics, Inc.;

   (b) possible further appellate proceedings concerning the
       claims of Rubloff Development Group, Inc.;

   (c) Tabatha Peterson's appeal of the Court's denial of her
       motion to lift stay to pursue her the case pending in
       Utah;

   (d) the motion of CIT Group/Commercial Services, Inc., for
       recognition of CIT's interest in claims and providing for
       payment of claims;

   (e) sundry motions to disallow duplicate and contingent
       claims, to disallow claims treated in-full under the terms
       of the Plan of Reorganization, or for relief from
       the Plan Injunction for personal injury claims;

   (f) David Kersh matters;

   (g) contests among rival claimants for distributions Kmart has
       made or does not contest;

   (h) continued status hearings in the Kmart v. Woodmont Real
       Estate case; and

   (i) continued status hearings in the Gator Daytona Partners
       case.

Mr. Barrett said there are also open personal injury claims, but
the liquidation of those claims is in the hands of state courts,
with the Bankruptcy Court retaining jurisdiction over the claims
only to see that, once liquidated, the claims receive the
distributions they are entitled to under the Plan.

In addition, Mr. Barrett told the Court that there may be one more
distribution of shares to Class 5 claimants, the size of the
distribution depending in part on the outcome of the Rubloff
Development and FLOORgraphics claims.

Section 350(a) of the Bankruptcy Code provides that after an
estate is fully administered, the Court will close the case.  
Rule 3022 of the Federal Rules of Bankruptcy Procedure provides
that after an estate is fully administered in a Chapter 11
reorganization case, the Court, on its own motion, or on motion
of a party-in-interest, will enter a final decree closing the
case.

However, Mr. Barrett argued that neither the Bankruptcy Code nor
the Bankruptcy Rules defines "fully administered."  He said there
appears a distinction, however, between the full administration of
the estate and the resolution of all claims against the debtor.

"Where the estate has been revested in the reorganized debtor,
and all that remains is the allowance of claims, the final
distributions on claims, and the resolution of discharge issues,
a court may enter a final decree even though the case will remain
open for some purposes," Mr. Barrett said.

The factors to be weighed in considering whether to enter a final
decree include whether:

   (1) the order confirming the plan has become final;

   (2) deposits required by the plan have been distributed;

   (3) the property proposed by the plan to be transferred has
       been transferred;

   (4) the debtor or the successor of the debtor under the plan
       has assumed the business or the management of the property
       dealt with by the plan;

   (5) payments under the plan have commenced; and

   (6) whether all motions, contested matters, and adversary
       proceedings have been finally resolved.

Mr. Barrett said the first five of the factors have been met.  
However, regarding the sixth factor, he said there are several
remaining contested proceedings, but they do not concern the
former Kmart estate.  Rather, except for the Gator Daytona and
Woodman Real Estate matters, the remaining matters concern claims
that, if allowed, the Reorganized Kmart is bound to make
distributions on in accordance with its Plan of Reorganization.

Kmart had asked the Court to conduct a status conference on the
timing and process for the entry of a final decree closing its
Chapter 11 case.

                        About Kmart Corp.

Kmart Corporation is a predecessor operating company of Kmart
Holding.  In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws.  The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization.

Kmart completed its merger with  Sears, Roebuck and Co. on
March 24, 2005.

                 About Sears Holdings Corporation

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- parent of Kmart   
Holding Corp. and Sears, Roebuck and Co., is a broadline retailer
with 2,317 full-line and 1,150 specialty retail stores in the
United States operating through Kmart and Sears and 380 full-line
and specialty retail stores in Canada operating through Sears
Canada Inc., a 70%-owned subsidiary.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including such well-known labels as Lands' End, Jaclyn
Smith and Joe Boxer, as well as the Apostrophe and Covington
brands.  It also has Martha Stewart Everyday products, which are
offered exclusively in the U.S. by Kmart and in Canada by Sears
Canada.

                          *     *     *

Moody's Investor Service placed Sears Holdings Corporation's
probability of default rating at 'Ba1' in September 2006.  The
rating still hold to date with a stable outlook.


LANDSOURCE COMMUNITIES: Court Resets DIP Loan Hearing to July 14
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware rescheduled to July 14, 2008, the hearing on
the LandSource Communities Development LLC and its debtor-
affiliates' request for final approval of their $1,185,000,000
debtor-in-possession package from a group of lenders led by
Barclays Bank PLC and Marathon Special Opportunity Fund, LP.

Deadline to file objections was also extended until 4:00 p.m. of
July 7, 2008.

Richard Pachulski, Esq., at Pachulski Stang Ziehl & Jones, LLP,
on behalf of the Official Committee of Unsecured Creditors, said
at the June 7 hearing that with respect to concerns that the
Debtors will run out of cash, the $35,000,000 provided under
the Interim DIP Facility actually would last until the week of
July 25, according to their analysis.

Mr. Pachulski said at the hearing that the Committee intends to
hold dispositions in connection with the DIP Facility.  "The
committee to date has identified at least seven 5 or eight issues
that it's troubled with."

The Creditors Committee had filed a formal request with the Court
to extend the Final DIP Hearing and proposed a July 7 hearing and
an objection deadline a day before the hearing.

Laura Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, counsel to the Committee, said that the
extension is warranted because the Creditors Committee has just
been appointed and its counsel was only selected on June 20,
2008.

Ms. Jones said the Committee and its counsel have significant
concerns about the proposed DIP Package, some of which is case
dispositive.  Ms. Jones added that the Committee will be deprived
with the opportunity to do a discovery necessary to even begin to
oppose the DIP Financing request if hearing proceeded on June 30,
2008.

Ms. Jones asserts the DIP Lenders make a host of demands in
return for their offered financing which are extraordinary and
potentially devastating to the interests of unsecured creditors.  
It is frankly unclear, according to Ms. Jones, what leverage
unsecured creditors will have left if the financing is approved
on these terms:

   (a) All previously-unencumbered assets of the Debtors will
       become the collateral of the DIP Lenders.  These assets at
       present assure some recovery on unsecured claims.  If the
       DIP Financing is granted, unsecured creditors will now
       be facing the prospect of no recovery at all.
  
   (b) Unsecured creditors will lose all meaningful leverage with
       respect to the development of the Debtors' plan of
       reorganization.  The Debtors and the DIP Lenders assert
       that the roll-up of $1,000,000,000 in prepetition first
       lien debt is necessitated as "adequate protection" for the
       First Lien Lenders because the Debtors desire to borrow
       $135,000,000 in new money.  The Committee, however,
       believes the primary purpose of the $135,000,000 new
       borrowings is simply to enhance the value of the existing
       real estate collateral securing the debt owing to the
       First Lien Lenders.  It avers the demanded roll-up has
       nothing to do with any normal concept or purpose of
       adequate protection -- it is simply an attempt to insure
       that junior creditors have no plan leverage.

   (c) The First Lien Lenders also are given the right to
       hand-pick a chief restructuring officer for the Debtors.

   (d) The First Lien Lenders will receive more than double the
       margin spread on the rolled-up $1,000,000,000 prepetition
       term loan than they were entitled to receive prepetition.  

Ms. Jones argued that the Committee cannot complete a thorough
analysis of the proposed DIP Financing under the original
schedule.

             Committee Explains Need for Depositions

Mr. Pachulski told the Court that depositions and requests for
documents by the Committee for documents may be necessary.  He
outlined four points at the hearing:

   1. "First We would like to do some discovery on the likelihood
       of default.  There are, as Your Honor knows, there -- they
       trigger of -- if we -- if there's a ten percent variance,
       and there's a trigger if they miss certain sales.  There's
       some massive sales that have to take place post the six-
       month period, and we would like to take some discovery to
       probably someone affiliated with the company, in dealing
       with 30(b)(6) requests, that is familiar with those
       issues.  We have a pretty -- a budget that is fairly
       narrow.  We think we need to get some project level
       testimony.  And, frankly, one of the concerns the
       committee has with the DIP -- I don't think it was stated
       specifically in the pleading -- is since there is no
       default carve out in the -- for the vendors.  So if
       someone does work in June and isn't -- and does the work,
       but July 1st comes and there's a default, there's no
       mechanism to pay them.  So in terms of understanding that
       actually there is a budget and that there will not be
       defaults which would have a very serious problem in this
       case.  So that's Category 1.

   2. "Category 2 is -- it is -- we -- the committee believes
       that this is not a retail case where people -- where money
       is being given to the benefit just, in many cases, of the
       unsecured creditors or the debtor.  But this is a --
       where, if it doesn't work out, it'll be liquidated.  This
       is a case we believe that there has to be discovery on
       what the money is being used for because I think the --
       what would be demonstrated is the banks are actually
       adequately protected because the money that is going into
       these projects, 135 million, the vast majority of that
       money is to benefit the property which they actually would
       spend whether or not this property was foreclosed upon by
       them or not foreclosed upon and actually worked on by the
       debtor.  So, we believe we need to understand what the
       money is being used for to demonstrate that a roll up, for
       instance, when you end up effectively benefitting the
       secured creditors with the money that is being spent is
       inappropriate.  So the second issue is adequate
       protection.

   3. "Third is we need to do discovery because they are  
       unencumbered, what they call the exempt asset.  There are       
       unencumbered assets that are being given.  We would like
       to get an understanding of what those assets actually are
       because it's kind of a broad category and the value of
       those assets.  So that is the third area that we would
       want to investigate.

   4. "And the fourth area that we would investigate, which we
       assume will be Lazard's testimony is actually the
       marketing of the priming loan and the competitiveness of
       the priming loan.  We think that based on the fees and the
       cost that this is beyond the normal realm of $135 million
       prime.  We also have actually been contacted by a couple
       of people who were interested in the prime and, frankly,
       were told that a deal was being cut with the bank group
       and that it probably was not -- that there was no real
       point in moving forward.  I think part of that is because
       the view was, unless someone took out the entire bank
       group, that we should not have a fight on a non-consensual
       prime.  But I think the committee's entitled to  the
       marketing and the competitiveness of the prime."

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 5;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Wants Schedules Filing Extended to Sept. 6
------------------------------------------------------------------
Pursuant to Rules 1007(b) and (c) of the Federal Rules of
Bankruptcy Procedure, a chapter 11 debtor must file within 15
days after its petition date, its schedules of assets and
liabilities, a schedule of current income and expenditures, a
schedule of executory contracts and unexpired leases and a
statement of financial affairs.  Pursuant to Rule 1007-1(b) of
the Local Rules of Bankruptcy Practice and Procedure of the
United States Bankruptcy Court for the District of Delaware, the
deadline for filing the Schedules and Statements automatically is
extended for an additional 15 days if the debtor has more than
200 creditors and if the petition is accompanied by a list of
creditors.

LandSource Communities Development LLC and its debtor-affiliates
ask U.S. Bankruptcy Court for the District of Delaware to extend
the time within which they must file their Schedules and
Statements.  The  Debtors seek to extend their deadline by an
additional 60 days, up to September 6, 2008.

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that the conduct and
operation of the Debtors' business operations require the Debtors
to maintain voluminous books and records and complex accounting
systems.  According to Mr. Collins, given the size and complexity
of the Debtors' business operations, the number of creditors, the
fact that certain prepetition invoices have not yet been
received, and the extensive efforts that the Debtors devoted to
negotiating with key creditor constituencies, the Debtors were
unable to compile all of the information required to complete the
Schedules and Statements before the Petition Date.

Moreover, given the urgency with which the Debtors sought Chapter
11 protection and the numerous critical operational matters that
the Debtors must address in the early days of their cases, the
Debtors will not be in a position to complete the Schedules and
Statements within the time specified, Mr. Collins asserts.

Mr. Collins notes that completing the Schedules and Statements
will require the Debtors and their advisors to collect, review,
and assemble copious amounts of information.  

"Nevertheless, recognizing the importance of the Schedules and
Statements in these Chapter 11 cases, the Debtors intend to
complete the Schedules and Statements as quickly as possible
under the circumstances," Mr. Collins assures the Court.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 5;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: U.S. Trustee Opposes Newhall Staff Payment
------------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 2,
objected to LandSource Communities Development LLC and its debtor-
affiliates' proposed payments of additional benefits to certain
pre-acquisition employees and current employees of The Newhall
Land and Farming Company.

"Payment of the Additional Benefits is premature and is
inapposite with the Bankruptcy Code.  The Additional Benefits are
general unsecured claims not entitled to payments ahead of other
similarly situated claims," Ms. DeAngelis tells the Court.  

According to Ms. DeAngelis, the Debtors must comply with Section
503(c) of the Bankruptcy Code and their request do not attempt to
comply with this provision.

The U.S. Trustee leaves the Debtors to their burdens and reserves
and any all rights, remedies and obligations to modify its
objection and to conduct any discovery as may be deemed necessary
or as may be required and to assert the other grounds as may
become apparent upon further factual discovery.  Ms. DeAngelis
asks the U.S. Bankruptcy Court for the District of Delaware to
deny the Debtors' motion.

The Court had earlier approved, pursuant to Sections 105(a) and
363(b) of the Bankruptcy Code, the Debtors' request for the Court
to:

   (a) authorize, but not require, Newhall to pay, in its sole
       discretion, all Employee Obligations and Additional
       Benefits, and to continue to honor its practices,
       programs, and policies with respect to employees and
       Newhall Retirees as the practices, programs and policies
       were in effect as of the Petition Date;

   (b) authorize and direct the banks including Bank of America,
       N.A., to receive, process, and pay any and all checks or
       wire transfers drawn on Newhall's accounts in satisfaction   
       of Employee Obligations and Additional Benefits; and

   (c) schedule a hearing to consider the request with respect to
       the Additional Benefits and certain payouts with respect
       to accrued vacation days.

The Court capped the payments for those prepetition obligations at
$750,000.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 5;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Taps MSK as Special Litigation Counsel
--------------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code and
Rule 2014(a) of the Federal Rules of Bankruptcy Procedure,
LandSource Communities Development LLC and its debtor-affiliates
Debtors asked the U.S. Bankruptcy Court for the District of
Delaware for authority to employ Mitchell, Silberberg & Knupp,
LLP, as special litigation counsel for Debtor Lennar Land Partners
II, nunc pro tunc to June 20, 2008.

LLP II is a defendant in a lawsuit pending in the Superior Court
of California, County of San Diego, Central Division, captioned
Briarwood Capital, LLC v. Lennar Land Partners II, et al., Case
No. GIC 877446,

LLP II is one of several named defendants in the Bridges Action,
which was commenced in December 2006 by plaintiff Briarwood
Capital LLC.  The other named defendants in the Bridges Action
are the Bridges Entities, LL Partners, Inc., Lennar San Jose
Holdings, Inc., and Lennar Corporation.  The Bridges Entities are
both nominal plaintiffs and nominal defendants in the Bridges
Action.  Briarwood claims that LLP II LLP and Lennar San Jose
breached contractual and fiduciary duties arising out of written
contracts relating to the formation and operation of the Bridges
Entities, and mismanaged the residential real estate and golf
course development known as "The Bridges at Rancho Santa Fe."

The Debtors propose to employ MSK solely for the purpose of
representing LLP II in the Bridges Action, in accordance with the
terms of a retainer agreement.  The Debtors do not expect MSK to
be responsible for providing substantive legal advice or services
outside of the context of the Bridges Action.

MSK's customary hourly rates are:

       Professional               Hourly Rate
       ------------               -----------
       Partner                    $415 - $700
       Counsel                    $415 - $700
       Associates                 $250 - $440
       Paralegals                 $110 - $250
       Project Assistants         $110 - $250

The hourly rates of MSK's professionals who will render major
services to LLP II are:

       Professional               Hourly Rate
       ------------               -----------
       Hayward Kaiser                 $600
       Richard Sheldon                $540
     
Hayward Kaiser, a partner with MSK, assures the Court that his
firm does not have any connection with the Debtors or the parties
in the Bridges Action and do not hold or represent an interest
materially adverse to the Debtors or their estates with respect
to the matters for which MSK is proposed to be employed.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 5;
http://bankrupt.com/newsstand/or 215/945-7000).


LINENS N THINGS: Court Approves Financo as Investment Banker
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the request of Linens 'n Things and its debtor-affiliates
to employ Financo, Inc., as investment banker.

Francis M. Rowan, the Debtors' senior vice president and chief
financial officer, discloses that the Debtors engaged Financo as
their investment banker in April 2008 to assist them in
connection with certain transactions, including acquisition,
merger, consolidation and other business combinations.  He notes
that because of its prepetition engagement, Financo acquired
significant knowledge of the Debtors' businesses and financial
affairs.

The Honorable Christopher S. Sontchi ruled that the Arbitration
Agreement attached to the Engagement Letter is stricken in its
entirety.

The Court noted that Financo was to be excused from maintaining
time records, provided that it will present a daily summary of the
work it performed, and a reasonably detailed itemization of
reimbursable expenses.  The Court also approved the
indemnification obligations of the Debtors as set forth in the
Engagement Letter.

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

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

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

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

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

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

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

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

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


LINENS N THINGS: Can Tap Genuity to Help Sell Stake in Canada Unit
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the request of Linens 'n Things and its debtor-affiliates
to employ Genuity Capital Markets as investment banker.

According to Francis M. Rowan, the Debtors' chief financial
officer, the Debtors need Genuity to assist them in connection
with one or more transactions by which a third party acquires:

   -- a majority or more of the issued and outstanding securities
      of Linens 'n Things Canada I Company and Linens 'n Things
      Center, Inc.; or

   -- an interest in Linens Canada in a matter that is in form
      and substance satisfactory to the Debtors.

The Court ruled that Genuity Capital Markets' fees and expenses
was to be subject to review pursuant to Section 330 of the
Bankruptcy Code.  The Court also directed Genuity to file an
interim or final fee application.

The Honorable Christopher S. Sontchi maintained that Genuity was
to be excused from maintaining time records, provided that it was
to present a daily summary of the work it performed, and a
reasonably detailed itemization of reimbursable expenses.  The
Court also approved the indemnification obligations of the Debtors
as set forth in the Engagement Letter.

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

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

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

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

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

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

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

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

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


LINENS N THINGS: Court Approves Otterbourg as Committee's Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the request of the Official Committee of Unsecured
Creditors of Linens 'n Things and its debtor-affiliates to retain
Otterbourg Steindler Houston & Rosen P.C. as its lead counsel.

The Committee believes that Otterbourg is qualified to represent
it in a cost-effective, efficient and timely manner.  In
addition, the Committee says that Otterbourg has extensive
experience and knowledge of business reorganizations, including
liquidations and sales of businesses under Chapter 11.

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

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

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

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

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

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

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

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

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


LINENS N THINGS: Court Approves Carl Marks as Committee's Advisors
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the request of the Official Committee of Unsecured
Creditors of Linens 'n Things and its debtor-affiliates to retain
Carl Marks Advisory Group LLC as the panel's financial advisor.

The Committee selected Carl Marks because of the firm's diverse
experience and extensive knowledge in the field of bankruptcy,
financial consulting, and crisis management.  The Committee needs
assistance in collecting and analyzing financial and other
information in relation to the Chapter 11 cases.

The Court ordered Carl Marks to file monthly fee statements and
interim fee applications, as set forth in the Court's order
establishing procedures for interim compensation.  In accordance
with the Compensation Order, the Honorable Christopher S. Sontchi
directed the Debtors to pay Carl Marks 80% of its fees, and 100%
of its expenses as requested in the firm's fee application.

Judge Sontchi also ruled that Carl Marks will be indemnified by
the Debtors from all liabilities, judgments and costs based upon
or arising from decisions made by the firm in performance of its
duties for the Debtors.

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

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

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

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

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

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

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

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

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


LINENS N THINGS: Wants to Raise Insurance Caps
----------------------------------------------
Linens 'n Things and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to approve an
increase of the workers' compensation cap from $1,025,000 to
$11,925,000 and general liability cap from $75,000 to $350,000.

In the ordinary course of business, the Debtors maintain several
insurance policies, including workers compensation, general
liability, automobile, property and umbrella insurance, director
and officer liability, employment practices liability, fiduciary
Liability, blanket crime, special crime, foreign liability, and
marine cargo.

The Debtors initially requested a $1,025,000 cap for workers'
compensation policies and $75,000 for general liability insurance
policies in order to provide themselves with limited authority to
make prepetition payments while they decided if they should allow
Insurers to draw down on the Letters of Credit in order to
satisfy any prepetition obligations due and owing to Insurers.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates after discussion with their
professionals, the Debtors have decided to fully fund the
prepetition obligations under the Insurance Programs so that the
Letters of Credit will not be drawn upon.  By not implicating the
Letters of Credit, the integrity of their payment history and
goodwill with the lenders funding the Letters of Credit will be
preserved, he asserts.

If the Debtors are unable to increase the Payment Caps, they may
be unable to acquire new letters of credit and maintain the
Insurance Programs, Mr. Collins adds.

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

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

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

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

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

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

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

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

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


LOUIS PEARLMAN: Court Sets July 16 Hearing on Creditors' Claims
---------------------------------------------------------------
The U.S. Bankrutpcy Court for the Middle District of Florida set a
hearing for July 16, 2008, to determine the creditors and how much
they are owed and will be paid in the bankruptcy case of Louis J.
Pearlman, owner of Trans Continental Records, Becky Yerak writes
for the Chicago Tribune.

Mr. Pearlman acquiesced and formally pled guilty before a federal
court in Florida for alleged investment fraud, the Troubled
Company Reporter said on March 12, 2008.  The former boy band
manager of pop icons Backstreet Boys, N'Sync, and Take 5 faces a
sentence of 25 years in prison and a fine of $1 million.

As reported in the TCR on Sept. 13, 2007, Mr. Pearlman was
arrested in Indonesia and sent to jail after being indicted on
three counts of bank fraud and single counts of mail and wire
fraud.

Florida investigators alleged that Mr. Pearlman defrauded more
than 1,000 investors of more than $315 million, the TCR continued.  
Banks have also declared that they are collectively owed more than
$120 million by Mr. Pearlman.  Bank that loaned amounts to Mr.
Pearlman included, among others, First International Bank & Trust,
MB Financial Bank N.A., HSBC Bank, Integra Bank N.A., and Bank of
America.

David Mathis, a retired freight industry executive, is owed about
$2.8 million, Chicago Tribune says.  Mr. Mathis is one of the
defrauded investors who extended funds on Mr. Pearlman's non-
existing Transcontinental entities, Chicago Tribune relates.

                       About Louis Pearlman

Louis J. Pearlman started Trans Continental Records which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Fletcher Peacock, Esq., is Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.  
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

Soneet R. Kapila, the Chapter 11 trustee appointed to oversee Mr.
Pearlman's estate, is represented by Denise D. Dell-Powell, Esq.,
and Jill E. Kelso, Esq., at Akerman Senterfitt, and Gregory M.
Garno, Esq., and Paul J. Battista, Esq., at Genovese Joblove &
Battista PA.  

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, at Pachulski Stang Ziehl &
Jones LLP.


LUBBOCK MEDICAL: May Employ McWhorter Cobb as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted authority to Lubbock, Texas-Highland Medical Center, L.P.
to employ McWhorter, Cobb & Johnson, LLP, as its bankruptcy
counsel.

Max R. Tarbox, Esq., an attorney at McWhorter Cobb, assured the
Court that he is disinterested and has no connections with the
creditors of the estate or any parties in interest that have
interests adverse to the Debtor.

McWhorter Cobb did not provide details of its compensation
arrangement with the Debtor.

                      About Lubbock Medical

Lubbock, Texas-Highland Medical Center LP, doing business as
Highland Community Hospital and Highland Medical Center --
http://www.highlandcommunityhospital.com/-- is a 123-bed  
hospital that provides general medical and surgical care for
inpatient, outpatient, and emergency room patients, and
participates in the Medicare and Medicaid programs.  Highland
employs about 100 workers.

The Debtor filed for chapter 11 bankruptcy protection on May 31,
2008 (Bankr. N.D. Texas Case No. 08-50202) in order to find a
buyer that will continue the hospital's operations.  Max R.
Tarbox, Esq., at McWhorter, Cobb & Johnson, LLP, represents the
Debtor as its bankruptcy counsel.

When it filed for bankruptcy, the Debtor disclosed between
$10 million to $50 million in estimated assets and between
$10 million to $50 million in debts.


LUBBOCK MEDICAL: Court Directs Patient Care Ombudsman Be Appointed
------------------------------------------------------------------
Pursuant to Sec. 333 of the Bankruptcy Code, the U.S. Bankruptcy
Court for the Northern District of Texas determined that the
appointment of a patient care ombudsman is necessary for the
protection of the patients of Lubbock, Texas - Highland Medical
Center.

Accordingly, the Court directed the United States Trustee for
Region 6 to appoint a disinterested person to serve as a patient
care ombudsman in the Debtor's bankruptcy case.

Section 333 provides in part that:

   (a)(1) If the debtor in a case under chapter 7, 9, or 11 is a
          health care business, the court shall order, not later
          than 30 days after the commencement of the case, the
          appointment of an ombudsman to monitor the quality of
          patient care and to represent the interests of the
          patients of the heath care business unless the court
          finds that the appointment of such ombudsman is not
          necessary for the protection of patients under the
          specific facts of the case.

      (2)(A) If the court orders the appointment of an ombudsman
          . . . the United States trustee shall appoint 1
          disinterested person (other than the United States
          trustee) to serve as such ombudsman.

   (b) An ombudsman appointed under subsection (a) shall --

       (1) monitor the quality of patient care provided to
           patients of the debtor, to the extent necessary under
           the circumstances, including interviewing patients and
           physicians;

       (2) not later than 60 days after the date of appointment,
          and not less frequently than at 60-day intervals
          thereafter, report to the court after notice to the
          parties-in-interest, at a hearing or in writing,
          regarding the quality of patient care provided to
          patients of the debtor; and

      (3) if such ombudsman determines that the quality of patient
          care provided to patients of the debtor is declining
          significantly or is otherwise being materially
          compromised, file with the court a motion or a written
          report, with notice to the parties-in-interest
          immediately upon making such determination.

                      About Lubbock Medical

Lubbock, Texas-Highland Medical Center LP, doing business as
Highland Community Hospital and Highland Medical Center --
http://www.highlandcommunityhospital.com/-- is a 123-bed  
hospital that provides general medical and surgical care for
inpatient, outpatient, and emergency room patients, and
participates in the Medicare and Medicaid programs.  Highland
employs about 100 workers.

The Debtor filed for chapter 11 bankruptcy protection on May 31,
2008 (Bankr. N.D. Texas Case No. 08-50202) in order to find a
buyer that will continue the hospital's operations.  Max R.
Tarbox, Esq., at McWhorter, Cobb & Johnson, LLP, represents the
Debtor as its bankruptcy counsel.

When it filed for bankruptcy, the Debtor disclosed between
$10 million to $50 million in estimated assets and between
$10 million to $50 million in debts.


MAGUIRE PROPERTIES: Shareholders Balk at Premium Offer Rejection
----------------------------------------------------------------
Major shareholders Third Point LLC, Daniel Loeb, and Third Point
Offshore Fund, Ltd., received a letter indicating that a viable
third party recently approached Maguire Properties Inc. with a
proposal to acquire all of the outstanding shares of Maguire for
approximately $20 per share in cash, or according to Bloomberg
News' calculations, $939.7 million -- a 67% premium over the July
3 closing price of the company.

According to a U.S. Securities and Exchange Commission filing, the
shareholders suggested that although the offer has been withdrawn,
the proposal can still be converted into a fully financed,
unconditional offer if the company takes steps which the
shareholders believe would have no negative financial or
commercial implications to the company.  Third Point, et al.,
believe it is in the shareholders' best interests for the company
to assist the buyer, and any other viable bidder who may surface,
in preparing for a premium offer for the company.  While a board
of directors certainly has the right to determine whether it wants
to sell the company it oversees, shareholders have the right to
choose a board of directors whose interests are aligned with their
own.  Third Point, et al., said they will not support a board that
does not exercise its fiduciary obligation to maximize shareholder
value and will take whatever steps necessary to protect and
maximize their investment in the company.

In the regulatory filing, Third Point, et al., said they bought
interests in Maguire because they believe the common stock
represents an attractive investment opportunity based on the
company's business prospects.  The common stock was acquired by
the shareholders without any purpose or effect of changing or
influencing control of the company.  However, as a result of the
announcement by the company on March 28, 2008, that its review of
strategic alternatives no longer includes the active pursuit of a
possible sale of the company, the shareholders may no longer be
deemed to have acquired or to beneficially own the Shares with no
such purpose or effect.

A SEC filing revealed that JMB Capital Partners LP acquired a 9.8%
of equity in Maguire.  JMB informed the company of its intention
to nominate individuals comprising at least a majority of the
company's Board of Directors for election to the Board at the
company's 2008 Annual Meeting of Stockholders, scheduled for Oct.
2, 2008, in an effort to provide the company with a Board free
from involvement with issues inherited from prior management.

                   About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG), a Southern California-
focused real estate investment trust, owns and operates Class A
office properties in the Los Angeles central business district and
is primarily focused on owning and operating high-quality office
properties in the Southern California market.  Maguire Properties,
Inc. is a full-service real estate company with substantial in-
house expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

On the Net: http://www.maguireproperties.com/

                          *     *     *

As reported in the Troubled company Reporter on May 9, 2008,
Moody's Investors Service has lowered Maguire Properties Inc.'s
ratings: (i) corporate family rating to B1 from Ba2 rating; (ii)
senior secured rating to B1 from Ba3; and placed them on review
for possible downgrade.  


MARK LEGGIO: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mark Anthony Leggio
        Mary Ellen Leggio
        12465 Benton Drive No. 2
        Rancho Cucamonga, CA 91739

Bankruptcy Case No.: 08-17870

Chapter 11 Petition Date: June 27, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: James C Bastian, Jr.
                  26632 Towne Centre Dr., No. 300
                  Foothill Ranch, CA 92610-2808
                  Tel 949-340-3400
                  Email jbastian@shbllp.com

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

Estimated Debts: $50,000,001 to $100,000,000

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Parkway Bank and Trust Co.     Loan Guarantee        $18,075,000
Attn: F. Lussier, President
4800 N. Harlem Ave.
Harwood heights, IL 60706

Merchants Mortgage &Trust      Loan Guarantee         $8,160,000
Corp LLC
Attn: Gary D. Levine
Pres. and CEO
7400 E. Crestline Circle
Suite 250
Greenwood Village, OC 80111

Comerica Bank                  Loan Guarantee         $7,705,166
Attn. Barry J. Cohen
Sr. Vice Pres.  and
Regional Manager
2321 Rosencrans Ave.
Suite 5000
El Segundo, CA 90245

M&I Marshall & Isley Bank      Loan Guarantee         $7,370,000
Attn: John P. Miller
Sr. Vice Pres.
One East Camelback Road
Phoenix, AZ 85012

TCC Investor Holdings LLC      Loan Guarantee         $2,900,000
1090 West Pender St. Suite 600
Vancouver British Columbia
Canada V63 2N7

Connaught Financial            Loan Guarantee         $2,581,799
Arizona LLC
Attn: Managing Member
1840 North Central Ave.
Suite 400
Phoenix, AZ 85012

ARE Fund LLC                   Loan Guarantee         $2,515,964
Attn: Managing Member
2390 E. Camelback Rd #320
Phoenix, AZ 85016

First Arizona Savings and      Loan Guarantee         $3,109,855
Loan Association
Attn. President
17015 N. Scottsdale Rd No. 150
Scottsdale, AZ 85255

Bank of America                Loan Agreement           $746,766
Bank of America private Bank
Attn: Cheryl Moretti
2650 14th Street
Riverside, CA 92501

Arizona Business Bank          Loan Guarantee           $359,698
Attn: President and Kevin Kosan
2600 N. Central Ave.
Suite 2000
Phoenix, AZ 85004

M&I Equipment Finance Co.      Loan Guarantee             $6,337


MASTR LOAN TRUST: Moody's Cuts Ratings of 29 Tranches Issued
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 29
tranches issued in four transactions from the MASTR Specialized
Loan Trust shelf.  The collateral backing each tranche consists
primarily of first lien adjustable-rate and fixed-rate "scratch
and dent" mortgage loans.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.  Many "scratch and dent"
pools originated since 2004 are exhibiting higher than expected
rates of delinquency, foreclosure, and REO.

The rating adjustments will vary based on current levels of credit
enhancement, collateral characteristics, pool-specific historical
performance, quarter of origination, and other qualitative
factors.

Complete rating actions are:

Issuer: MASTR Specialized Loan Trust 2004-01

  -- Cl. M-4, downgraded from Baa2 to Ba2
  -- Cl. B, downgraded from Ba3 to B3

Issuer: MASTR Specialized Loan Trust 2006-03

  -- Cl. M-2, downgraded from Aa2 to A1
  -- Cl. M-3, downgraded from Aa3 to Baa2
  -- Cl. M-4, downgraded from A1 to Ba3

  -- Cl. M-5, downgraded from A2 to B3, on review for possible
     downgrade

  -- Cl. M-6, downgraded from A3 to Caa1
  -- Cl. M-7, downgraded from Baa1 to Caa2
  -- Cl. M-8, downgraded from Baa2 to Caa3
  -- Cl. M-9, downgraded from Baa3 to Ca

Issuer: MASTR Specialized Loan Trust 2007-1

  -- Cl. A, downgraded from Aaa to A3
  -- Cl. M-1, downgraded from Aa1 to Ba3
  -- Cl. M-2, downgraded from Aa2 to B3
  -- Cl. M-3, downgraded from Aa3 to Caa1
  -- Cl. M-4, downgraded from A1 to Caa2
  -- Cl. M-5, downgraded from A2 to Caa3
  -- Cl. M-6, downgraded from A3 to Ca
  -- Cl. M-7, downgraded from Baa1 to Ca
  -- Cl. M-8, downgraded from Baa2 to C
  -- Cl. M-9, downgraded from Baa3 to C

Issuer: MASTR Specialized Loan Trust 2007-2

  -- Cl. A, rated Aaa, on review for possible downgrade
  -- Cl. M-1, downgraded from Aa1 to A2
  -- Cl. M-2, downgraded from Aa2 to Ba1
  -- Cl. M-3, downgraded from Aa3 to B2
  -- Cl. M-4, downgraded from A1 to Caa2
  -- Cl. M-5, downgraded from A2 to Ca
  -- Cl. M-6, downgraded from A3 to Ca
  -- Cl. M-7, downgraded from Baa1 to Ca
  -- Cl. M-8, downgraded from Baa2 to C
  -- Cl. M-9, downgraded from Baa3 to C


MT. LAUREL: Section 341(a) Creditors Meeting Set for July 22
------------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Mt. Laurel Investments LP's creditors at 2:30 p.m., on July 22,
2008, at the U.S. Bankruptcy Court for the Central District of
California, 3420 Twelth St., Room 100A, Riverside, California.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Based in Palm Springs, Calif., Mt. Laurel Investments LP and 211
Investments LP filed for Chapter 11 bankruptcy protection on
June 2, 2008 (C.D. Calif. Lead Case No. 08-16491).  William G.
Barrett, Esq., represents the Debtors as counsel.  When the
Debtors filed for restructuring under Chapter 11, they listed
estimated assets of between $10 million to $50 million and
estimated debts of between $10 million to $50 million.


MT. LAUREL: Holdings Wants Case Dismissed or Venue Moved to Texas
-----------------------------------------------------------------
Secured creditor Mt. Laurel Holdings I, LP in Mt. Laurel
Investments LP's Chapter 11 bankruptcy case, filed with the U.S.
Bankruptcy Court for the Central District of California, an Ex
Parte Motion to dismiss the Debtor's bankruptcy or alternatively,
to transfer venue of the case to the U.S. Bankruptcy Court for the
Western District of Texas, pursuant to 28 U.S.C. Section 1412 and
Rule 1014(a) of the Federal Rules of Bankruptcy Procedure.

Mt. Laurel Holdings I relates to the Court that it is the current
owner of the Promissory Note for $7,000,000, dated April 12, 2006,
which was originally issued to Interim-HZ Funding, LLC and is the
current beneficiary under the Deed of Trust dated April 12, 2006,
which secures the Promissory Note.  

As represented by Shepard, Mullin, Richter & Hampton LLP, counsel
for Mt. Laurel Holdings I the Deed of Trust covers a roughly 488
acre tract of real estate located in Bexar County, Texas.  The
foreclosure sale, which was to be conducted on June 3, 2008, in
Bexar County, Texas, was stayed when the Debtor filed for Chapter
11 on June 2, 2008.

In support of its request, Mt. Laurel Holdings represents that:

  a) The Debtor is a Texas limited partnership and conducts all of
     its material operations in Texas.  The Debtor has no
     employees and no business operations apart from holding the
     real estate in Texas, and the bankruptcy estate consists
     soley of the real estate.

  b) The venue is improper under 28 U.S.C. Section 1408.  There
     was no case pending for any affiliate, general partner or
     partnership of the Debtor at the time the Debtor's petition
     was filed, as required under subsection (2) of Section 1408,
     in which case venue must be determined solely by reference to
     subsection (1) of Section 1408, which specifies four grounds
     for venue: domicile, residence, principal place of business
     in the United States or principal assets in the United     
     States.  

     As the Debtor's only asset is located in San Antonio, Texas,
     the only possible venue of the Debtor's bankruptcy case in in   
     Texas.  Since the case was improperly filed in California,
     the Court should dismiss the case with prejudice for 120 days
     or transfer it to the Western District of Texas, which is the
     proper venue, under Rule 1014(a) of the Federal
     Rules of Bankruptcy Procedure.

  c) Even when venue is determined to be proper in the district
     where a bankruptcy case in filed, Rule 1014(a)(1) likewise
     permits a bankruptcy court to transfer a case filed in a
     proper district "if the court determines that the transfer is
     in the interest or for the convenience of the parties."
     Holdings is located in Texas.  The Debtor's schedules also
     show several unsecured creditors located in Texas or outside
     of California.  The Debtor is managed by Hollyhills GP, LLC,
     which is located in Texas.  

Based in Palm Springs, Calif., Mt. Laurel Investments LP and 211
Investments LP filed for Chapter 11 bankruptcy protection on
June 2, 2008 (C.D. Calif. Lead Case No. 08-16491).  William G.
Barrett, Esq., represents the Debtors as counsel.  When the
Debtors filed for restructuring under Chapter 11, they listed
estimated assets and debts of between $10 million and $50 million.


NATL DRY CLEANERS: Files for Bankruptcy, to Liquidate Assets
------------------------------------------------------------
National Dry Cleaners Inc. and 11 of its affiliates filed separate
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code
before the U.S. Bankruptcy Court in Wilmington, Delaware, blaming
collapsing economy and environmental cleanup cost, Bloomberg News
reports.

According to court documents, National Dry listed assets of less
than $50,000 and debts between $10 million to $50 million.  The
Debtor listed 30 largest unsecured creditors owed $1.2 million in
the aggregate including an $87,500 settlement with the
Environmental Protection Agency, the report says.

"The company reviewed its financial situation and its available
alternatives," chief executive officer Kevin Lyng was quoted by
Bloomberg as saying.  "[I]t became apparent that the liquidation
of their assets through orderly sales would result in the highest
value for the company's assets," the report relates.

The company, Bloomberg notes, posted $70.2 million in net sales
for fiscal year ending Dec. 28, 2007.

The company owed $34.6 million in loan under a credit line from
Prudential Company of America, which is secured by the company's
assets, the report adds.

Based in Phoenix, Arizona, National Dry Cleaners Inc. owns and
operates 231 dry cleaning stores.  The company operates under
names Al Phillips The Cleaner; Tuchman Cleaners; DryClean USA; and
Pride Cleaners.


NAU INC: Gets Financial Rescue from Rival Horny Toad
----------------------------------------------------
Horny Toad Activewear Inc. in Santa Barbara, California decided to
buy the remaining assets of Nau Inc. in Portland, Oregon, Adriana
Zyskowski of Santa Barbara Independent News says.

Independent News notes that on May 2, 2008, Nau said it will close
down due to financial problems.  Several customers were upset with
the announcement resulting in Nau workers to attempt rebuilding
the company, Independent News relates.

Horny Toad official Tami Snow said that his company stepped in to
rescue the ailing rival, Independent News stated.  Mr. Snow said
that it's "natural to help out" since both companies "know each
other" being from the same industry, the report notes.

According to the report, Horny Toad formed a team of former Nau
workers to set up Nau: Version 2.0.  The Nau Version 2.0 is set to
launch a new brand on Aug. 1, 2008, selling clothes along with
Horny Toad line.  The Nau Version 1.0 will continue disposing its
July 2008 product line until the end of the month, Independent
News says.

Horny Toad Activewear Inc. is a lifestyle clothing company based
in Santa Barbara, California.

Portland-based Nau Inc. -- https://www.nau.com/ -- is a lifestyle
clothing company the offers outdoor recreational apparel.  It has
a blog, The Thought Kitchen -- http://blog.nau.com/-- where  
customers learn about the progress of the company.


ONE IP VOICE: Files Chapter 11 Plan and Disclosure Statement
------------------------------------------------------------
One IP Voice, Inc. and OIPV Corp. delivered to the United States
Bankruptcy Court for the District for Connecticut a Chapter 11
plan of reorganization and a disclosure statement explaining that
plan.

                      Overview of the Plan

The plan is premised on the sale of substantially all of the
Debtors' asset to FTG Inc. for $2,400,000, in form of an assumed
liability and note.  The sale proceeds will be used to (i) satisfy
their secured indebtedness and (ii) create a means to make future
distribution to general unsecured creditors.

Under the plan, FTG will assume $2,200,000 indebtedness of Laurus
Master Fund Ltd. and, in turn, Laurus Master will waive any and
all liens, claims and security interests against the Debtors and
their assets.  Prior to the Debtors' bankruptcy filing, Laurus
Master provided $3,000,000 in financing under a secured revolving
note with a blanket lien on substantially all the Debtors' assets.

Craig I. Lifland, Esq., an attorney of Zeisler & Zeisler, P.C.,
will serve as plan administrator.  He is expected to distribute
the proceeds from the sale of the Debtors' assets and their
remaining assets.

The plan classifies interests against and claims in the Debtors'
in eight classes.  The classification of treatment of interests
and claims are:

                 Treatment of Interests and Claims

                 Type                                Estimated
   Class         of Claims              Treatment    Amount
   -----         ---------              ---------    ---------
   unclassified  administrative         N/A          $235,000
                  claims

   unclassified  tax claims             N/A          $75,000

   1             secured claims of      impaired     $2,240,000
                  Laurus Master

   2             secured claim of       unimpaired
                  Ford Motor Credit
                  Corp.

   3             secured claim of       unimpaired
                  Dell Financial
                  Services
               
   4             secured claim of       unimpaired
                  Daimler Chrysler
                  Financial Services

   5             priority claims under  unimpaired
                  Bankruptcy Code
                  Section 507(a)(4)

   6             priority claims under  unimpaired
                  Bankruptcy Code
                  Section 507(a)(5)

   7             unsecured claims       impaired     $3,811,000

   8             stockholders           impaired

The administrative claims comprised of $75,000 for Reid and Riege,
P.C., as counsel; ($30,000 for Gesmer Updegrove LLP, as special
counsel; $100,000 for Development Specialist, Inc., as financial
and management consultant; and $30,000 for Zeilser & Zeisler,
P.C., counsel to the Official Committee of Unsecured Creditors.  
Under the plan, all administrative claims will be paid in full on
the effective date.

Allowed tax claims will be paid quarterly in cash equal to the
amount of the claim plus interest at 6% per annum.

Holders of class 2, 3, and 4 secured claims have already received
their vehicles.

The plan administrator will pay holders of class 5 and 7 priority
claims from the proceeds derived from avoidance actions in cash in
full on the plan's effective date.

The plan administrator will pay holder of class 7 unsecured claims
in full satisfaction of the allowed claims.  Class 7 holders will
receive a pro rata share of the proceeds derived from the note and
avoidance actions after all valid claims are paid.

The Chapter 11 plan will issue 95% of the shares of the Debtor,
fully diluted, to be distributed to shareholders of OIPV
Acquisition Corporation.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2f2c

A full-text copy of the Chapter 11 plan of reorganization is
available for free at http://ResearchArchives.com/t/s?2f2d

                       About One IP Voice

Headquartered in East Hartford, Connecticut, One IP Voice Inc.
-- http://www.oneipvoice.com/-- is the parent company of  
Farmstead Telephone Group and OIPV Corp.  One IP Voice Inc. was
formed as a result of a name change that took effect on July 19,
2006.  Farmstead is one of the full service enterprise
telecommunications providers with a comprehensive nationwide
systems, services and parts network in the U.S.  OIPV Corp.
provides Carrier-Based Hosted Voice over Intelligent Protocol
solutions to Small to Medium Businesses nationwide.

The company and its debtor-affiliate OIPV Corp. filed for chapter
11 protection on Dec. 13, 2006 (Bankr. D. Conn. Case Nos. 06-21242
and 06-21243).  Jon P. Newton, Esq., at Reid & Riege, represents
the Debtors as Counsel.  The U.S. Trustee for Region 2 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Craig I. Lifland, Esq., and Jed Horwitt, Esq., at
Zeisler and Zeisler, P.C. represent the Committee in these cases.  

When the Debtors filed for protection from their creditors, One IP
Voice Inc. listed total assets of $9,452,000 and total debts of
$6,692,000; and OIPV Corp. listed total assets of $776,000 and
total debts of $5,273,000.


OZARKS COMMUNITY: Runs as For-Profit As Part of Doctors Hospital
----------------------------------------------------------------
Ozarks Community Hospital Inc. regained its operational control
under the Doctors Hospital of Springfield, Missouri, Greg
Grisolano of The Joplin Globe relates, citing Carrie Richardson,
communications director.

Uninsured patients have to look for medical treatment from other
hospitals when Ozarks abandoned a bid for non-profit status, Globe
states.

Ms. Richardson said that the hospital was running out of money and
couldn't wait for the IRS determination, Globe notes.  She added
that operating for profit will give the hospital "resources like
investors, assets and the ability to borrow money," Globe relates.

Ms. Richardson said that for-profit Doctors Hospital of
Springfield agreed to pay Ozark's debt in full that was incurred
when it operated as a non-profit hospital since January 2008,
Globe says.

Ozarks Community Hospital, Inc. runs clinics in Webb City and
Mount Vernon, and a hospital in Gravette, Ark.  It filed a chapter
11 petition on July 1, 2008 (Bankr. W.D. Miss. Case No. 08-61189).  


PACIFIC LUMBER: Court Allows BoNY's Admin. Claim for $513.6 MM
--------------------------------------------------------------
The Hon. Richard Schmidt of the United States Bankruptcy Court for
the Southern District of Texas allowed on July 7, 2008, the
administrative claim filed by The Bank of New York, N.A., as
Indenture Trustee for the Timber Noteholders, for $513.6 million,
Court documents disclose.

The Court was expected to have made his confirmation ruling on the
same day, with respect to two competing plans of reorganization
vying for Court confirmation in the bankruptcy proceedings of The
Pacific Lumber Company and its debtor-affiliates, the Eureka
Reported disclosed.  Judge Schmidt was also to determine whether
the Marathon/Mendocino Plan will require a payment on the
Noteholder Claim, according to the paper.

The Court, in a ruling dated June 6, 2008:

   (a) supported the confirmation of the Modified First Amended
       Joint Plan of Reorganization for the Debtors proposed by
       Marathon Structured Finance Fund L.P., Mendocino Redwood
       Company, LLC, and the Official Committee of Unsecured
       Creditors; and

   (b) denied confirmation of the First Amended Chapter 11 Plan
       for Scotia Pacific Company LLC, proposed by The Bank of
       New York Trust Company, N.A., Indenture Trustee for the
       Timber Notes.

However, the confirmation trial hit a snag when Scotia Pacific
Company LLC's largest creditor, the Timber Noteholders, demanded
that they are entitled to a "superpriority claim" for about $170
million, as a result of a purported reduction in their collateral
in the assets of Scopac since the company's bankruptcy filing in
January 2007, the Times-Standard related.  

By virtue of the Timber Notes issued by Scopac, the Noteholders
hold a lien on the Scopac timberlands as collateral for a $700
million loan.  According to the Noteholders, the $510 million
payment which  Marathon/Mendocino contemplates paying them under
the Plan does not include the diminution of the value of their
collateral, the Eureka Reporter said.

The Noteholders' counsel claimed that the decrease in the value of
the timberlands and loss of the Noteholders' other cash assets
total to about $200 million, the paper said.  Counsel for
Marathon/Mendocino argue that the Noteholder Claim is not legal.

Moreover, in a last-minute objection filed by the Noteholders at a
hearing held on July 2, 2008, their counsel alleged that it
possessed evidence in the form of e-mail messages between Marathon
and Mendocino allegedly plotting to mislead parties-in-interest by
making a "bogus appraisal" of the timberlands "to bolster"
Marathon's collateral position, the Eureka Reporter disclosed.  
The Noteholders told the Court that the e-mail messages showed a
lack of good faith in the Marathon/Mendocino Plan, the paper said.

Mendocino Chairman Sandy Dean denied the Noteholders' allegations
and asserted that the messages were taken out of context, the
Eureka Reporter stated.  Judge Schmidt also expressed his
disappointment that the Noteholder Claim issue was not raised
before his June 6 ruling, the Times-Standard reported.

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel. Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007. Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 63;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Scopac May Use Cash Collateral Until July 25, 2008
------------------------------------------------------------------
Scotia Pacific Company LLC sought and obtained the U.S. Bankruptcy
Court for the Southern District of Texas' approval on July 2,
2008, of an additional budget for the continued use of the Cash
Collateral through July 25, 2008.  

As reported in the Troubled Company Reporter on June 16, 2008,
in connection with its request for a postpetition financing from
Lehman Commercial Paper Inc., Scotia Pacific Company asked the
Court to use the cash collateral of its Prepetition Lenders and
Prepetition Noteholders.

A full-text copy of Scopac's Additional Budget is available for
free at http://researcharchives.com/t/s?2f33

Scopac's right to use the Cash Collateral was to have terminated
on the earliest of:

   (a) the effective date of any confirmed Plan of Reorganization
       or Liquidation;

   (b) June 28, 2008; or

   (c) an occurrence of an event of default.

Scopac has maintained that the Additional Budget is necessary for
its continued operations.

The Court clarifies that no portion of the Cash Collateral will
be paid pursuant to the Additional Budget to any professionals
(i) of The Bank of New York, N.A., as Indenture Trustee for the
Timber Noteholders, and (ii) other than those of Bank of America,
N.A., as agent for Scopac's secured lenders.

The Official Committee of Unsecured Creditors has told Judge
Schmidt that it supports Scopac's continued use of the cash
collateral to maintain its operations and value, except to the
extent it seeks to pay the professional fees of BoNY.  The
Committee asserted that BoNY has no right whatsoever to have its
professional fees paid by Scopac.  

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel. Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007. Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 63;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Scopac Amends Lehman DIP Agreement
--------------------------------------------------
As reported in the Troubled Company Reporter on June 12, 2008,
Scotia Pacific Company LLC asked the U.S. Bankruptcy Court for the
Southern Distric of Texas' authority to obtain up to $20,000,000
in postpetition financing from Lehman Commercial Paper Inc., for
itself and as administrative agent for a syndicate of lenders.

Scopac told the Court that it needed to ensure sufficient
liquidity to operate and maintain its value as a going concern,
and to accommodate the possibility that it may have to operate as
a stand alone entity.  

                Scopac Amends Lehman DIP Agreement

Scotia Pacific Company LLC amended the DIP Agreement it entered
into with Lehman Commercial Paper Inc, a blacklined version of
which is available for free at:

               http://researcharchives.com/t/s?2f34

The Lehman DIP Agreement has been amended to include, among
others, revised definitions of certain terms:

   (1) The definition of projected cash flow model is to reflect
       Scopac's cash flow projections for July through December
       2008, instead of from January 2008.

   (2) The definition of "First-Priority" is revised to refer
       (i) when used in respect of any lien on any collateral
       securing the prepetition loan obligations, that upon
       enforcement of the Lien, the holders of the Prepetition
       Loan Obligations would be entitled to receive the proceeds
       to satisfy Prepetition Loan Obligations prior to any
       requirement to apply proceeds to satisfy the Timber Note
       Obligations, and (ii) when used in respect of any Lien on
       any Collateral securing the Timber Note Obligations, that
       upon enforcement of the Lien, the holders of the Timber
       Note Obligations would be entitled to receive the proceeds
       to satisfy the Timber Note Obligations prior to any
       requirement to apply the proceeds to satisfy the
       Prepetition Loan Obligations -- whether or not the Lien is
       held directly by Bank of America, N.A., as agent for
       Scopac's secured lenders or The Bank of New York, as
       Indenture Trustee for the Timber Notes.

   (3) "Total Advance Limit" means until (i) August 1, 2008, for
       $5,000,000, and (ii) after August 11, the lesser of the
       principal amount of loans permitted to be outstanding
       pursuant to a final borrowing order, and $20,000,000, in
       each case as the limits are in effect at that time.

   (4) "Extension Options" relate that at the election of Scopac
       -- as notified in writing to BofA not more than 30 days
       and no less than 10 days prior to December 30, 2008 --
       Scopac may ask that its secured lenders agree to extend
       the repayment date to March 30, 2009, subject to certain
       waivers.

   (5) "Carve-Out" refer to (i) all fees required to be paid to
       the Clerk of the Bankruptcy Court and to the Office of the
       United States Trustee, (ii) all superpriority claims
       allowed by the Bankruptcy Court as adequate protection,
       and (iii) following receipt by Scopac and its counsel of
       notice from the Administrative Agent after the occurrence
       and during the continuance of an Event of Default, up to
       $5,000,000 in the aggregate in professional fees and
       expenses incurred by the Scopac and the Official Committee
       of Unsecured Creditors for services performed on or prior
       to the date the Carve Out Trigger Notice is given to the
       extent the fees and expenses were allowed by the
       Bankruptcy Court, and up to $1,000,000 in the aggregate in
       unpaid professional fees and expenses incurred by Scoapc,
       including for counsel to BoNY.

                           Responses

A. BofA

Prior to the filing of the Amended Lehman DIP Agreement, BofA
asserted that Scopac will not require financing if the Modified
First Amended Joint Plan of Reorganization for the Debtors
proposed by Marathon Structured Finance Fund L.P., Mendocino
Redwood Company, LLC, and the Official Committee of Unsecured
Creditors is confirmed.

Evan M. Jones, Esq., at O'Melveny & Myers LLP, in Los Angeles,
California, told the Court that Scopac's need for financing is
limited to the scenario in which the Marathon/Mendocino Plan is
not confirmed or stayed pending appeal.

"There is no reason to impose a superpriority burden on the
Debtor's estate through an independent DIP at this time," Mr.
Evans points out.  "Any request for financing should be
considered as part of a bond requirement should the Indenture
Trustee be granted stay pending appeal.  [The] financing should
then impose no additional burden on the estate."

B. Marathon/Mendocino Plan Proponents

Marathon, Mendocino and the Creditors Committee pointed out prior
to the filing of the Amended Lehman DIP Agreement that Scopac
will be "out of the woods" in the near future once the
Marathon/Mendocino Plan is confirmed and becomes effective.

It makes no sense for Scopac to enter into a new $20 million DIP
financing facility on onerous terms, particularly when the
presumed lenders under the facility are Timber Noteholders who
oppose the Marathon/Mendocino Plan -- even though it is Scopac's
sole remaining reorganization option -- and who are using the
financing process to extract unreasonable concessions, Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in San
Francisco, California, asserted.  "Scopac's proposed DIP
financing from Lehman would create new and unnecessary
entanglements with the Timber Noteholders."  

Mr. Litvak also told the Court that a critically important issue
is the idea that Lehman contemplates additional yet unidentified
lenders that could become party to the Credit Agreement, in light
of the fact that the lenders under the Credit Agreement are
entitled to broad-ranging indemnities with respect to any claims
arising out of Scopac's bankruptcy case.

Mr. Litvak also argued that the Lehman DIP financing was not
negotiated at arm's-length and contains over-reaching provisions.

                         Scopac Talks Back

Scopac argued that the Committee lacks standing to raise the
issues contained in its Objection.   According to Scopac, the
Committee has not identified any aspect of the Lehman DIP Motion
that would prejudice the recovery of Scopac's general unsecured
creditors or place them at greater risk in any way.

The Court has stated that it is unlikely to approve the DIP
financing if the Marathon Plan is confirmed, Kathryn Coleman,
Esq., at Gibson, Dunn & Crutcher LLP, in New York, notes.  Scopac
nevertheless has an obligation to pursue reasonable means to
protect its estate against all eventualities, including the
possibility that the Marathon/Mendocino Plan might not be
confirmed, she asserts.  "The proposed DIP financing is one of
the possible means for Scopac to address this possibility."

                      Lehman Addresses Objections

Representing Lehman, Matthew S. Barr, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, asserts that Scopac has legitimate business
reasons to enter into the Lehman DIP financing.  Mr. Barr
emphasized that the assignment language in the DIP Credit
Agreement is typical, and clarified that the indemnity under the
Lehman DIP Financing is limited only to matters arising out of
the Agreement.

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel. Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007. Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 63;
http://bankrupt.com/newsstand/or 215/945-7000).


PANHANDLE REGIONAL: Moody's Cuts 2000 D Bond Rating to "Ca"
-----------------------------------------------------------
Moody's Investors Service has downgraded to Ca from Caa3 the
rating on the Senior Series 2000 A bonds and has affirmed the C
ratings on the Subordinate Series 2000 C and the Junior
Subordinate Series 2000 D bonds for the Panhandle (TX) Regional
Housing Finance Corporation Multi-Family Housing Revenue Bonds.

The affirmation is based on continued principal payment defaults
and failure to replenish the debt service reserves.  The Senior
Series 2000 B bonds have matured and the Subordinate E Series
bonds are not rated.

According to a June 12, 2008 update notice, on Jan. 31, 2008 the
trustee received direction from owners of the majority of the
Senior Series A to refrain from seeking the appointment of a
receiver, to accept certain funds from AHF in partial payment of
delinquent interest due on the bonds.

On Jan. 31, 2008, AHF deposited $1,623,809.39 with the trustee
which was applied to pay all interest due on the bonds through
Sept. 1, 2007, except for the Super Subordinate Series 2000E bonds
currently owned by AHF.  On June 2, 2008, the trustee received
sufficient funds from AHF in order to pay the interest due on the
Series A, C and D Bonds through March 1, 2008.

Despite the payment of delinquent interest, events of default,
including payment defaults continue to exist.  No principal
payment has been made on the bonds since March 1, 2006.

There have been payment defaults on the Series C, D and E bonds
since the Sept. 1, 2006 interest payment date.  Furthermore, there
have been payment defaults all series of bonds since the March 1,
2007 payment date.

According to both the Aug. 10, 2007 notice to bondholders and a
Feb. 22, 2007 notice, the trustee does not intend to make up any
shortfalls in the Bond Funds by transferring amounts from the
applicable Debt Service Reserve Funds.  The trustee intends to
reserve these resources and apply them in the pursuit of remedial
actions to conserve the projects.

The outlook for the bonds is negative based on Moody's expectation
that payment defaults will continue.


PATRICK ANDERSON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Patrick K. Anderson
        Kim Newton Anderson
        18765 Perkins Road
        Prairieville, LA 70769

Bankruptcy Case No.: 08-10918

Chapter 11 Petition Date: June 27, 2008

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: John Haas Weinstein
                  1414 NE Evangeline Thrwy.
                  Lafayette, LA 70501
                  Tel (337) 235-4001
                  Fax (337) 235-4020
                  Email john@weinlaw.com

Total Assets: $3,323,966

Total Debts: $14,182,373

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
IRS                           Penalty                $3,200,000
Attn: Susan Canavello
600 S. Maestri Pl. St. 211
New Orleans, LA 70130

Reuel L. Anderson             Money Loaned           $2,000,000
3333 McCarroll Dr.
Baton Rouge, LA 70809

Dwayne M. Murray,             Judgment               $1,200,000
Chapter 7 Trustee
660 North Foster Dr.,
Suite B 101
Baton Rouge, LA 70806

Reuel L. Anderson, Jr.        Money Loaned           $1,000,000
3333 McCarroll Dr.            Value of
Baton Rouge, LA 70809         Security - $2,800,000
                              Value of
                              Senior Lien - $2,335,300

Lawrence and Marie Trahan     Promissory Note          $900,000

JLG Industries                Obligation               $617,455
One JLG Drive
Mc Connellsburg, PA 17233-9533

Reuel L. Anderson             Obligation               $300,000
3333 McCarroll Dr.
Baton Rouge, LA 70809

Zurich Insurance Co.          Obligation               $290,130
135 S. LaSalle Dept. 8745
Chicago, IL 60674-8745

Nugent Steel/James Nugent     Obligation               $252,564
P.O. Box 730
Port Allen, LA 70767

Jerry Jaimes                  Money Loaned             $250,000
Autopista Romulo Betancourt
Barbacoa I, Parcela
No. 6 Lot A
Sector Los Potocos, Venezuela

Walter McCann                 Judgment                 $204,391
Attn: Taylor, Porter Brook
and Phillips
P.O. Box 2471
Baton Rouge, LA 70821

SGB Construction Co.          Obligation               $182,888

Breault Industrial Group      Obligation               $161,142
Inc.

Scaffolding Services Inc.     Obligation               $110,353

Tarpon Rentals Inc.           Obligation                $91,369

Louisiana Department of       Taxes                     $90,000
Revenue     

Marvin Henderson              Equipment Loan            $90,000
  

Eldon Lawrence                Obligation                $84,477

American Express                                        $77,676

American Express              Obligation                $75,419


PAUL NOCHUMOWITZ: To Pay $1.53 Mil. to Settle Lead Paint Dispute
----------------------------------------------------------------
Paul W. Nochumowitz resolved a lawsuit accusing him of concealing
his wealth to escape liability for lead paint injuries in the
rental houses he operates, Fred Schulte of the Baltimore Sun
reports.  Mr. Nochumowitz agreed to pay $1.53 million settlement.

Mr. Nochumowitz filed his chapter 7 liquidation petition in
October 2005, listing income of $14,000 annual as a bondsman at
Big Boyz Bail Bonds, the Sun says.  

In July 2006, bankruptcy trustee George Liebmann stated in papers
filed with the U.S. Bankruptcy Court in Baltimore that the Debtor
and his wife enjoyed a lavish lifestyle and own a $1 million high-
rise condominium, according to the report.  The trustee asserted
that the Debtor fraudulently transferred rents of $50,000 per
month to his wife, Amy Sue, the Sun notes.

Mr. Liebmann said that the $1.53 million settlement pay, to be
divided among more than a dozen families, is satisfactory, the Sun
relates.  Families residing at the Debtor's rented homes
complained lead poisoning of their children in the 1990s, the Sun
says.

Richard M. Kremen, Esq., representing Mr. Nochumowitz, said that
his client no longer owns the properties involved in the lead
paint litigation, the Sun says.

However, the Sun relates that the Debtor is also facing five more
cases demanding $19 million in settlement on behalf of at least 10
individuals who were affected by the lead paint during infancy.  
Bruce Powell, Esq., counsel to two of the 10 claimants, said that
his clients now in their teens, ingested paint materials while
they were babies and are now suffering from permanent brain
damage.

Paul W. Nochumowitz bought several properties for rent since the
1980s.  Those properties were sold around 2000.  As early as
1970s, Paul and his father, Fred, bought blocks of ground rents at
bargain prices from banks.  Paul manages the ground rents through
the Big Boyz Bail Bonds office he owns, together with his wife,
Amy Sue.


PHOINIX CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Phoinix Corporation
        5700 6th Avenue Suite 101
        Seattle, WA 98108
        Tel: (206) 529-3990

Bankruptcy Case No.: 08-14196

Related Information: Brad Coury, president, filed the petition
                     on the Debtor's behalf.

Chapter 11 Petition Date: July 3, 2008

Court: Western District of Washington (Seattle)

Debtor's Counsel: Denice E. Moewes, Esq.
                  (dmoewes@aol.com)
                  303 North 67th Street
                  Seattle, WA 98103
                  Tel: (206) 623-4382

Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

The Debtor's petition with list of unsecured creditors is
available for free at http://bankrupt.com/misc/wawb08-14196.pdf


PJM ENTERPRISES: Lenders Block Request to Use of Cash Collateral
----------------------------------------------------------------
Creditors balk at the request of PJM Enterprises of Marion Inc. to
use cash collateral during a July 7, 2008 hearing, Terry Brennan
of The Deal says.

The Internal Revenue Service and Peoples National Bank NA told the
Hon. Gerald Fines with the U.S. Bankruptcy Court for the Southern
District of Illinois that PJM was in default when it filed its
chapter 11 petition, The Deal notes.  The Debtor, according to the
filed objection, failed payment to $2.14 million secured debt owed
to Peoples National, The Deal relates.  The Farmer State Bank of
Marion asserted a $135,535 claim and the Cincinnati office of the
IRS asserted a $1.28 million claim against the Debtor's assets,
The Deal notes.

According to the report, the government will consent to the
Debtor's use of cash collateral granted it is given adequate
protection relating to its claim of $10,000 per month for 30-days
until the Debtor files its financial statements.  The financial
statements are due July 11, 2008, The Deal reports.

The Debtor had sought interim approval to use $200,000 in cash
collateral for 15 days of operations, The Deal writes.  The Debtor
had estimated that it can generate at least $4 million from the
continued operation of its business, The Deal notes.

The Deal reports that the Debtor had proposed that the business
consortium deposit the $200,000 with the Court to be used to
settle any dispute among the parties.

The Debtor doesn't seem to be requesting access for debtor-in-
possession financing, The Deal states.

              People National Wants Relief from Stay

Peoples National also sought relief from stay in connection with
its $1.36 million debt secured by the Debtor's receivables, The
Deal notes.  According to The Deal, Peoples National intends to
pursue "an apparent attempt to move on PJM's assets," court
documents revealed.

Judge Fines will hear Peoples National's request on July 28, 2008,
The Deal relates.

                       About PJM Enterprises

Marion, Illinois-based PJM Enterprises of Marion Inc. --
http://www.pjment.biz/-- is a consortium of businesses that  
include a real-estate investment group, manufacturing and
fabrication shop, residential and commercial construction
companies, a retail automotive performance shop, an ARCA racecar
and educational ventures.  It has about 100 workers.  PJM has
operated as S.I. Performance, Midwest Equipment, MGilton Ventures
and SIP Stores over the past eight years.

PJM filed its chapter 11 petition on June 26, 2008 (Bankr. S.D.
Ill. Case No. 08-40976).  Darrell W. Dunham, Esq., represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts of $1 million to $10 million when it filed for bankruptcy.


PREMIER PROPERTIES: Township Wants Foundry Wall Monitored
---------------------------------------------------------
Township administrators in South Strabane, Washington County,
voted on June 24, 2008, directing The Foundry manager, John
Stickle, to contact parties to monitor a wall at the business
center on a monthly basis, Crystal Ola writes for the Pittsburgh
Post-Gazette.

The Troubled Company Reporter on June 26, 2008, the future of The
Foundry shopping center is uncertain after its developer, Premier
Properties USA Inc., filed for bankruptcy.  The Foundry has also
been shut down because of movements in the soil where it was
built.

DeBartolo Development LLC, however, claimed that it is the new
property manager of The Foundry and is responsible for monitoring
the wall, the Gazette quotes DeBartolo chairman, Robert Koman, as
stating.

According to the Gazette, some residents doubt that stability and
safety of The Foundry's wall.  Ed Mazur, township administrator
vice chairman, said that safety is their primary concern and not
the closed stores or the developer's demise, the Gazette relates.

James Barnes, township building inspector, revoked the stores'
occupancy permits several weeks passed, the Gazette notes.  J.C.
Penney, Ross Dress for Less and Bed, Bath & Beyond have already
closed their stores at the business center, the Gazette cites.  
The TCR continued that Max & Erma's Restaurants Inc., based in
Columbus, Ohio, is the only business that remains open in the
center.

Township solicitor Thomas Lonich advised that Mr. Stickle submit
an oversight request instead of the township engineer to prevent
the township from being liable for the wall, the Gazette says.  
The township will then issue safety notices to the public, the
report adds.

                     About Premier Properties

Indianapolis-based Premier Properties USA -- http://www.ppusa.com/  
-- is founded in 1993 and holds about $1 billion in real estate
projects that are currently under development.  Premier is the
developer of Bridgwater Falls Shopping Center, --
http://www.shopbridgewaterfalls.com/-- a 635,000-square-foot,     
open-air "power village" center off Ohio Bypass 4 and Princeton
Road in Hamilton, Ohio.  Target, Dicks Sporting Goods, JCPenney,
Best Buy, Old Navy, TJ Maxx, Bed Bath & Beyond, Books-A-Million,
Michaels and PetSmart are some of Bridwater Falls' tenants.  
Additionally, the village at Bridgewater Falls, further enhances
the center's draw with fashion shops, restaurants and
entertainment features.

The Debtor filed for chapter 11 bankruptcy protection on April 23,
2008 (Bankr. S.D. Ind. Case No. 08-04607).  The Debtor faced an
$80-million foreclosure action by Wachovia Bank.  William J.
Tucker, Esq., represents the Debtor.  When it filed for
bankruptcy, the Debtor reported estimated assets and debts between
$1 million and $10 million.

The Court converted the Debtor's chapter 11 case to a chapter 7
liquidation proceeding in May 2008.  The Debtor's founder,  
Christopher P. White, was charged with fraud and theft on June 16,
2008.


PRINTERS ROW: Files for Bankruptcy to Halt Foreclosure Sale
-----------------------------------------------------------
Dow Jones Newswires reports that Printers Row LLC, which owns
Hotel Blake in Chicago, Illinois, filed for Chapter 11 to halt a
foreclosure sale by its lender, Accelerated Assets LLC.

According to Dow Jones, the Debtor said its ultimate goal is a
speedy sale of the 162-room boutique hotel, followed by a Chapter
11 liquidation.

The company, Dow Jones says, blamed its liquidity problems on MHJV
LLC, the hotel's former owner.  According to Dow Jones, Printers
Row explained in papers filed with the Court that MHJV LLC, which
is controlled by developer Robert Falor -- has denied it access to
the hotel or its books and records. Printers Row said it has been
unable to pay its debts and obtain financing as a result, forcing
it to file for bankruptcy.

Headquartered in Chicago, Illinois, Printers Row LLC owns and
operates Hotel Blake.  The company filed for Chapter 11 protection
on July 3, 2008 (Bankr. N.D. Ill. Case No. 08-17301).  Morgan M.
Smith, Esq., at Schwartz Cooper Chartered, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection against it creditors, it listed assets and debts
between $50 million to $100 million.


QUICKSILVER RESOURCES: Buys Barnett Shale in $1BB Cash-Stock Deal
-----------------------------------------------------------------
Hillwood International Energy disclosed that Quicksilver Resources
Inc. will acquire the working and royalty interests in the core
area of the natural gas-rich Barnett Shale in northern Tarrant and
southern Denton counties of Texas for $1.3 Billion in cash and
stock.  

Chief Resources LP and Collins and Young are working interest
partners with Hillwood and part of this transaction.

"Quicksilver is an exceptional company and we are very pleased
they have acquired this high quality position in the core of the
Barnett gas field," Ross Perot Jr., Hillwood founder and chairman
said.

Hillwood has been in the energy business for more than thirty
years and retains a significant position in the Barnett after the
sale.

"We plan to continue the development of our Barnett position and
remain in the area for a long time to come," Mr. Perot added.  
"The Barnett field development has a significant economic impact
on the entire community, and having two strong local companies
involved in this transaction enhances the impact for everyone."  

"We are committed to continuing to be good neighbors to our
customers and residents in the area," Mr. Perot continued.  
"Successfully integrating our real estate development and energy
projects in a way that benefits everyone will continue to be a
hallmark of the Hillwood way of doing business."

Merrill Lynch acted as exclusive advisor for the sellers in this
transaction. Kelly, Hart and Hallman served as legal counsel.

                        About Hillwood Energy

Hillwood Energy -- http://www.hillwoodinternationalenergy.com/--   
is a Perot Company and an international energy company focused in
the United States , Middle East and Russia.  It continues to grow
through operations, acquisitions, and partnering.

Hillwood Development -- http://www.hillwood.com/-- is a real  
estate developer.  The company's developments house facilities for
more than 85 companies listed on either the Fortune 500, Global
500 or Forbes List of Top Private firms.

                 About Quicksilver Resources Inc
  
Headquartered in Fort Worth, Texas, Quicksilver Resources Inc.
(NYSE:KWK) -- http://www.qrinc.com/-- is an independent oil and   
gas company.  The company is engaged in the development,
exploitation, exploration, acquisition and production and sale of
natural gas, natural gas liquids and crude oil.  It is also
involved in the marketing, processing and transmission of natural
gas. Quicksilver owns natural gas and oil properties in the United
States, in Texas, Wyoming and Montana, and in Canada, in Alberta.


QUICKSILVER RESOURCES: $1.3BB Barnett Deal Cues S&P's Rtng Actions
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Quicksilver Resources Inc. to stable from positive.  At the same
time, S&P affirmed all ratings on the company, including the 'BB-'
corporate credit rating.
     
The rating action follows the oil and gas exploration and
production company's announcement that it will acquire properties
in the Barnett Shale for $1.3 billion, funded with a $700 million
second lien term loan, about $300 million of credit facility
borrowings, and $300 million of common stock.
     
"The acquisition includes about 350 billion cubic feet of proved
reserves, fits well with Quicksilver's existing operations, and
includes meaningful growth potential," said Standard & Poor's
credit analyst Ben Tsocanos.  "The revision in outlook, however,
reflects the large increase in financial leverage following the
acquisition, which we expect to exceed $1 per thousand cubic feet
equivalent of proven reserves pro forma for the additional debt."
     
The company's 2008 capital budget will likely modestly exceed
internally generated cash flow, resulting in little opportunity to
repay debt without external sources.  S&P expect some reduction
leverage on a per mcfe basis as the company adds reserves through
its drilling program, which it view as relatively low risk.  S&P
view the acquisition as aggressive, both because of the high
purchase price of $3.70 per proven mcfe of reserves, and because
Quicksilver had an ambitious internal growth plan without the
acquisition.
     
The rating on Quicksilver reflects the company's weak business
profile and aggressive financial risk profile.  The business risk
assessment is based on Quicksilver's participation in a
competitive, capital-intensive, and highly cyclical industry; its
small reserve base; low but increasing production; and its
competitive cost structure.  The aggressive financial profile
incorporates an ambitious drilling program that will exceed cash
flow under current commodity prices.


REFCO LLC: Ex-CEO Bennett Sentenced to 16 Years for Fraud
---------------------------------------------------------
Judge Naomi R. Buchwald of U.S. District Court for the Southern
District of New York in Manhattan sentenced Phillip R. Bennett,
former chief executive officer, chairman, and controlling
shareholder of Refco Inc., to a 16-year prison term after
pleading guilty of defrauding Refco investors out of
$2,400,000,000, published reports say.

"To sentence you, I don't have to paint you as a monster and I
have no intention of doing so," Judge Buchwald was quoted by the
Associated Press as saying.

"I made an unacceptable and appalling error in judgment,"
Mr. Bennett told the Court, according to Bloomberg News.  "I took
the wrong path and crossed a line I never should have crossed."

Mr. Bennett was accused of hiding Refco's true financial position
from investors by moving more than $1,000,000,000 in debt off the
company's books to Refco Group Holdings Inc, a privately-held
entity owned by Mr. Bennett.  Mr. Bennett admitted that he
conspired with other unnamed Refco executives to conceal the size
of Refco's liabilities, and said he deceived his auditors,
investors and lenders.

Mr. Bennett told the Court that the scheme was an effort to save
Refco from bankruptcy.  He has paid $1,200,000,000 to eliminate
Refco's debt and repay investors, said Gary Naftalis, Esq.,
counsel for Mr. Bennett.

"Did he do wrong things? Absolutely," Mr. Naftalis told Judge
Buchwald.  "Has he stood tall and admitted it?  Yes."

"You are the architect of the Refco fraud," Judge Buchwald told
Mr. Bennett at his sentencing on July 3, 2008.  "Individuals who
commit crimes like yours are often staggeringly arrogant."

Judge Buchwald rejected a government request for Mr. Bennett to
report to prison immediately, and told him to remain at his home
in Somerset County, New Jersey under electronic monitoring.
Mr. Bennett has been out on a $50,000,000 bail after his arrest
in 2005, and is expected to report to prison on September 4,
2008.

Bloomberg News notes some 16 corporate executives have been
sentenced to 20 years or more in jail since 2003.  These include
Enron Corp. ex-CEO Jeffrey Skilling, former WorldCom Inc.
Chairman Bernard Ebbers, and Bayou Group LLC's Samuel Israel, who
were sentenced for fraud.

                           About Refco

Headquartered in New York, Refco Inc. -- http://www.refco.com/   
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of Refco
Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News, Issue No. 85; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


REFCO LLC: Administrators to Make Distributions to Creditors
------------------------------------------------------------
The Plan Administrator for Refco Inc. and its subsidiaries and
affiliates, notified the U.S. Bankruptcy Court for the Southern
District of New York and parties-in-interest on the sixth
distribution, scheduled June 26, 2008, to holders of Allowed
claims against the Contributing Debtors.

The Plan Administrator for Refco Capital Markets, Ltd., also
notified the Court and parties-in-interest on the seventh interim
distribution of Assets in Place, scheduled June 26, 2008, to the
creditors of RCM.  The RCM Plan Administrator is also scheduled
to make the fifth interim distribution of Additional Property on
June 26.

Steven Wilamowsky, Esq., at Bingham McCutchen LLP, in New York,
says that the Sixth Distribution with respect to interested
parties in the cases of Refco Inc. and its subsidiaries and
affiliates will result in:

   (i) holders of Allowed Class 5(a) Contributing Debtors General
       Unsecured Claims receiving a distribution of approximately
       2.99% of their Allowed Claim amounts, bringing aggregate
       distributions to approximately 36.40%;

  (ii) contributions being made to the Disputed Claims Reserve at
       the same percentage for liquidated, but as yet unresolved
       Claims against the Contributing Debtors; and

(iii) additional contributions being made to the Disputed Claims
       Reserve to establish cushion reserves, for instance, in
       respect of unliquidated Claims, at an amount determined by
       the Plan Administrator to be reasonable under the
       circumstances.

A list of claims for the Sixth Distribution of Allowed Claims is
available at no charge at:

     http://bankrupt.com/misc/Refco6thAllowedClaims.pdf

The RCM Plan Administrator has made six interim distributions from
Assets in Place and four interim distributions from Additional
Property.  The six interim distributions from Assets in Place
aggregate to recoveries of about $2,160,000,000 or 76.61% to
holders of Allowed RCM Securities Customer Claims and
$156,170,000 or 24.49% to holders of Allowed RCM FX/Unsecured
Claims.

The first four interim distributions from Additional Property
resulted in recoveries of $197,500,000 or 14.06% to holders of
Allowed RCM Securities Customer Claims and $118,780,000 or 18.84%
to holders of Allowed RCM FX/Unsecured Claims.

According to Mr. Wilamowsky, Esq., the RCM Plan Administrator
currently intends to:

   (a) distribute approximately $19,890,000 from Assets in Place;

   (b) distribute approximately $18,310,000 in the aggregate from
       Additional Property; and

   (c) to reserve in the RCM Disputed Claims Reserve
       approximately $22,560,000 cash out of the Assets in Place,
       and $52,450,000 cash out of the Additional Property.

The aggregate cash available for the seventh interim distribution
from Assets in Place will be allocated as between RCM Securities
Customer Claims, pursuant to the terms of the RCM Settlement
Agreement.

>From the aggregate available cash, the RCM Plan Administrator will
also maintain, replenish or adjust reserves previously
established.  The RCM Plan Administrator determines that all
reserves will have sufficient cash available to pay all allowed
claims.

A schedule of RCM Claims to receive distributions from reserve
deposits is available at no charge at:

     http://bankrupt.com/misc/RefcoRCMClaimsJune08.pdf

Mr. Wilamowsky discloses that from the first through seventh
interim distributions from Assets in Place and the first through
fifth interim distributions from Additional Property, the total
current distributions from Assets in Place and Additional
Property will result in:

   * RCM Securities Customers Claimholders receiving 91.80% of
     allowed claims, and

   * RCM FX/Unsecured Claimholders receiving approximately 44.57%
     of allowed claims.

                           About Refco

Headquartered in New York, Refco Inc. -- http://www.refco.com/   
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of Refco
Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News, Issue No. 85; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


REFCO LLC: RCM Administrator Gets $1,000,000 Bonus Payment
----------------------------------------------------------
Marc S. Kirschner, the Plan Administrator for Refco Capital
Markets, Ltd., notified the U.S. Bankruptcy Court for the Southern
District of New York of a $1,000,000 additional compensation for
his services as RCM Plan Administrator, for the period from
February 10, 2007.  Mr. Kirschner said that the award is supported
by the Plan Committee, which consists of RCM's largest creditors.

Mr. Kirschner performed his duties under the RCM Administration
Agreement, which include liquidating RCM's assets, paying RCM's
expenses, investing RCM's cash, calculating and paying
distributions to creditors of RCM, and dissolving and winding up
RCM.  In connection with this, Mr. Kirschner points out that
recoveries by RCM creditors have already substantially exceeded
those originally projected in the Disclosure Statement, and have
been distributed without any unnecessary delay.

Timothy B. DeSieno, Esq., at Bingham McCutchen LLP, in New York,
tells the Court that the RCM Plan Administrator's efforts were
extraordinary, in that they were over and above normal post-plan
effective date activities involving ongoing sales of RCM
securities and claims resolutions.

Pursuant to the Confirmation Order, the RCM Plan Administrator
was awarded compensation for his services at the hourly rate of
$850, plus reimbursement out of pocket expenses.  For the period
from February 11, 2006, through April 30, 2008, the RCM Plan
Administrator submitted invoices for his fees and expenses,
reflecting services for 1,204.5 hours, and fees totaling
$1,023,825, which have been paid by the Debtors' estates.  The
RCM Plan Administrator did not seek reimbursement of expenses.

In addition to the fees, the RCM Plan Administrator was also
entitled to apply to the Court for a bonus of up to $500,000, if
certain conditions were met.

The RCM Plan Administrator believes that the award of a bonus of
$1,000,000 as additional compensation -- in lieu a bonus limited
to $500,000 as originally contemplated in the RCM Administration
Agreement -- is permitted by the Confirmation Order as included
as reasonable fees of the RCM Plan Administrator.

Mr. DeSieno notes that pursuant to the Confirmation Order, the
payment of the reasonable fees and expenses of the RCM Plan
Administrator for post-Effective Date wind-down services will be
made in the ordinary course of business, and will not be subject
to the approval of the Bankruptcy Court.  However, any dispute
related to the RCM Plan Administrator's fees and expenses should
be brought before the Court.

                          About Refco

Headquartered in New York, Refco Inc. -- http://www.refco.com/   
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of Refco
Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News, Issue No. 85; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


RIVER BEND: Can Borrow Funds from GrayHawk to Cover Shortfall
-------------------------------------------------------------
The Hon. Paul G. Hyman of the United States Bankruptcy Court for
the Southern District of Florida authorized River Bend Community,
LLP to access, on an interim basis, postpetition financing from
GrayHawk Development Corporation.

GrayHawk has agreed to provide the necessary financing to allow
the Debtor to meet its operating expenses, by loaning amounts
needed to cover the Debtor's operating shortfalls each month.

The loan is unsecured.

The Debtor has prepared a six-month operating cash flow, until
November 30, 2008.  The Debtor anticipate cash shortfalls in each
month that they operate:

                        Total Outgoing
     Month Ended          Cash Flows    Shortage
     -----------        --------------  --------
     June 30, 2008           $50,313    ($24,813)
     July 31, 2008           $50,963    ($25,463)
     August 30, 2008         $50,313    ($24,813)
     September 30, 2008      $55,313    ($29,813)
     October 30, 2008        $46,938    ($21,438)
     November 30, 2008       $45,313    ($19,813)

The loan will incur 6% per annum.

"The consummation of the postpetition loan will enable the Debtor
to operate, and increase the value of the Debtor's estate, thus
enhancing the ability to maximize distributions to creditors,"  
asserts Alan J. Perlman, Esq., at Adorno & Yoss LLP.

A full-text copy of the six-month operating cash flow is available
for free at http://ResearchArchives.com/t/s?2f2e

Judge Hyman said the Debtor is entitled to escrow from GrayHawk
the amounts necessary to subsidize the operating shortfalls in an
amount not to exceed $60,000 in the aggregate, pending a final
hearing.  GrayHawk is entitled to protection of 11 U.S.C. Section
346(e) to the extent applicable, Judge Hyman said.

A hearing is set for July 10, 2008, at 9:30 a.m., to consider
final approval of the Debtor's request.  The hearing will take
place at Flagler Waterview Building, 1515 North Flagler Drive, 8th
floor in Courtroom B in West Palm Beach, Florida 33401.

                        About River Bend

Headquartered in Lake Worth, Florida, River Bend Community, LLP
file for Chapter 11 protection on May 30, 2008 (Bankr. S.D. Fla
Case No.08-17264).  Alan J. Perlman, Esq., at Adorno & Yoss, LLP
represents the Debtor in its restructuring efforts.


RIVER BEND: Gets Initial Approval to Use SR's Cash Collateral
-------------------------------------------------------------
The Hon. Paul G. Hyman of the United States Bankruptcy Court for
the Southern District of Florida authorized River Bend Community,
LLP, to use, on an interim basis, cash collateral of its secured
lender, SR Structured Lot Options I LLC.

The Debtor owed its secured lender $12,751,000 in principal under
a prepetition construction loan agreement.

The Debtor owns and is developing a 483-acre master planned golf
course community, which will include 904 single family homes
located in Floresville, Texas.  The project is encumbered by:

   i) first lien in favor of the secured lender, and

  ii) a second lien in favor of the Small Business
      Administration in connection with a loan of at least
      $865,000.

As of its bankruptcy filing, the Debtor used roughly $10,000,000
of funds in the project.

The Debtor has an urgent need to use cash collateral to avoid
immediate and irreparable harm to its Chapter 11 case as well as
to the potential recovery of the creditors.

As adequate protection, the secured lender will be granted a first
postpetition priority security interest against and lien in all of
the Debtor's assets including accounts receivable, equipment, and
all cash and non-cash proceeds.

A hearing is set for July 10, 2008, at 9:30 a.m., to consider
final approval of the Debtor's request.  The hearing will take
place at Flagler Waterview Building, 1515 North Flagler Drive, 8th
floor in Courtroom B in West Palm Beach, Florida 33401.

                        About River Bend

Headquartered in Lake Worth, Florida, River Bend Community, LLP
file for Chapter 11 protection on May 30, 2008 (Bankr. S.D. Fla
Case No.08-17264).  Alan J. Perlman, Esq., at Adorno & Yoss, LLP
represents the Debtor in its restructuring efforts.


RIVER BEND: Files Schedules of Assets and Liabilities
-----------------------------------------------------
River Bend Community LLP delivered to the United States Bankruptcy
Court for the Southern District of Florida its schedules of assets
and liabilities, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $22,000,000
   B. Personal Property             14,810,640
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $15,330,489
      Secured Claims
   E. Creditors Holding                               $38,548
      Unsecured Priority
      Claims
   F. Creditors Holding                            13,502,288
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $36,810,640    $27,871,325

                         About River Bend

Headquartered in Lake Worth, Florida, River Bend Community, LLP
file for Chapter 11 protection on May 30, 2008 (Bankr. S.D. Fla
Case No.08-17264).  Alan J. Perlman, Esq., at Adorno & Yoss, LLP
represents the Debtor in its restructuring efforts.


SHAJANAND INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Shajanand, Inc.
        1514 Addies Place
        Lawrenceville, GA 30043

Bankruptcy Case No.: 08-72248

Related Information: Viral Pandya, president, filed the petition
                     on the Debtor's behalf.

Chapter 11 Petition Date: June 30, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  (pmarr@mindspring.com)

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

The Debtor did not file a list of unsecured creditors.


SOUTHWEST CHARTER: May Use Arizona Bank's Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Southwest Charter Lines Inc. to use cash collateral held by
Arizona Bank & Trust, the Debtor's largest creditor, to pay its
necessary expenses.

As adequate protection to Arizona Bank & Trust, Arizona Bank &
Trust is granted a post-petition replacement lien in cash,
pursuant to Sections 361 and 363 of the Bankruptcy Code.

The Debtor's obligation to Arizona Bank & Trust stems from certain
loan agreements between the Debtor and ABT.  ABT asserts both
secured and unsecured claims against the Debtor in the aggregate
amount of approximately $6.5 million.  ABT asserts a secured
interest in the Debtor's revenues, the existence, validity, or
priority of lien rights of which is not admitted by the Debtor.

Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc.
-- http://www.swcl.com/-- provides transportation services.  The  
company filed for Chapter 11 bankruptcy protection on May 29, 2008
(D. Ariz. Case No. 08-06252).  Michael T. Reynolds, Esq. and
Theodore P. Witthoft, Esq., at Collins, May, Potenza, Baran &
Gillespie, represent the Debtor as bankruptcy counsel.  When the
Debtor filed for Chapter 11 restructuring, it listed total assets
of $12,907,933 and total debts of $12,352,275.


TF ROBERTSON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: T.F. Robertson Companies, Inc.
        450 North 6th Avenue
        Tucson, AZ 85705

Bankruptcy Case No.: 08-08190

Type of Business: T.F. Robertson Companies, Inc. has been a
                  licensed general contractor building custom and
                  semi-custom homes in Tucson since 1989.  Having
                  built over 300 homes in the Tucson area, the
                  company has appeared in "Inside Tucson Business"
                  lists consistently as one of the top five custom
                  builders in Tucson for the last six years,
                  ranked #2 in 2002.  TF Robertson has built homes
                  from $200,000 to $1,800,000, a viable builder
                  for all.  See http://www.tfrobertson.com/

Related Information: Timothy F. Robertson, president, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: July 3, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  (ericssparks@hotmail.com)
                  Eric Slocum Sparks PC
                  110 South Church Ave #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

   http://bankrupt.com/misc/az08-08190.pdf


TOUCH AMERICA: Creditors to Settle With Officers for $21 Million
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that creditors of
Touch America Holdings, Inc. asked the U.S. Bankruptcy Court in
Wilmington, Delaware, for permission to enter into a settlement
agreement with the plan trustee and the Debtor's former
executives, wherein creditors will receive $21 million from the
Debtor's insurance company.

A hearing is set for July 9, 2008, at 11:00 a.m., to consider the
creditor's request.

According to court documents, the agreement will resolve
litigation presently pending in Montana state court (Cause No.
DV-02-201) between the plan trustee Brent C. Williams, and 11
former officers of the Debtor, including:

   -- Robert P. Gannon,
   -- Jerrold P. Pederson,
   -- Michael E. Zimmerman,
   -- Tucker Hart Adams,
   -- Alan F. Cain,
   -- R.C. Corette,
   -- Kay Foster,
   -- John R. Jester,
   -- Carl Lehrkind III,
   -- Debrorah McWhinney, and
   -- Noble E. Vosburg.

The litigation alleges several causes of action stemming from
actions and omissions of the Debtor's officers and directors in
2002 and 2003, which includes, among other things, negligence,
breach of fiduciary duties and delayed Chapter 11 bankruptcy
filing.

On Dec. 23, 2003, the Debtor sold substantially all of its
Internet services, private line, and dark fiber assets to
Vancouver-based 360networks for $28 million, and sold certain dark
fiber assets to Qwest Communications, Inc. for $8 million.

A full-text copy of the settlement agreement is available for free
at http://ResearchArchives.com/t/s?2f2b

                        About Touch America

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915)

Maureen D. Luke, Esq. and Robert S. Brady, Esq. at Young Conaway
Stargatt & Taylor, LLP represent the Debtor.  When the Company
filed for bankruptcy protection, it listed $631,408,000 in total
assets and $554,200,000 in total debts.

The Court confirmed the Debtors' chapter 11 Plan on Oct. 6, 2004,
and the Plan took effect on Oct. 19, 2004.  According to a
regulatory filing with the Securities and Exchange Commission, the
minimum distribution to unsecured creditors of approximately 65%,
under the plan.  The Debtors ceased operations on Feb. 29, 2004.

Brent C. Williams is the Plan Trustee pursuant to the confirmed
Plan.  C. MacNeil Mitchell, Esq., at Winston & Strawn LLP and
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP
represents the Plan Trustee.


TRICOM S.A.: Court Adjourns Confirmation Hearing Sine Die
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York adjourned to an indefinite date the hearing to consider
confirmation of Tricom S.A. and its U.S. affiliates' Prepackaged
Chapter 11 Plan of Reorganization and approval of the Disclosure
Statement explaining the Plan.

The Court also adjourned to an indefinite date the deadline to
file (i) Plan and Disclosure Statement objections; (ii) Plan
supplements; and (iii) the Debtors' brief in support of the
confirmation of the Plan.

The August 6, 2008, hearing will continue as a status
conference on issues related to the Plan confirmation.

                     About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Bancredito Wants Copy of Special Committee Report
------------------------------------------------------------
Bancredito (Panama) S.A., asks the U.S. Bankruptcy Court for the
Southern District of New York to compel the Tricom S.A. and its
U.S. debtor-affiliates to produce the report prepared by the
special committee appointed by Tricom S.A.'s Board of Directors.

According to Richard Smolev, Esq., at Kaye Scholer LLP, in New
York, the Special Committee was charged with an independent
investigation of a $70,000,000 transaction in December 2002, which  
evidence shows, was not an actual private "placement" nor bona
fide purchase or sale of securities.  Rather, he alleges, the
"placement" was a scheme of fraudulent book entries among closely
related parties, all controlled by the former chief executive
officer of Tricom, Manuel Arturo Pellerano.

The Debtors have disclosed in the Disclosure Statement explaining
their Prepackaged Plan of Reorganization that the Special
Committee Report initially found that:

   (a) it is possible that Tricom may have certain undisclosed
       actual or contingent liabilities arising out of the
       2002 Placement;

   (b) the disclosure as to the Placement and related
       transactions contained in Tricom's Annual Report for the
       fiscal year ended December 31, 2002, may have been
       deficient or inconsistent with information presented to
       the Special Committee; and

   (c) varying conclusions can be reached as to whether Tricom
       properly accounted for the Placement, based on different
       hypothetical fact scenarios.

Mr. Smolev tells the Court that the questions of whether the
$70,000,000 transaction was a transaction that could be booked as
"equity," and whether the Bancredito assumed the economic risk
associated with an equity investment or was defrauded by
Mr. Pellerano and Tricom go to the heart of the current disputes
regarding both the value and ranking of Bancredito's claim and
the viability of the Debtors' Plan.

A resolution of the issues is essential to the Court's treatment
of Bancredito's claim against the Debtors, Mr. Smolev asserts.  
Whether or not the Court agrees with the ultimate recommendations
of the Special Committee, the facts discovered in the Special
Committee's investigation, which were sufficiently compelling to
cause Tricom's substitution of KPMG with another auditor and to
amend Tricom's financial statements, clearly are relevant to
matters now before the Court.

"To the extent that the Special Committee Report demonstrates
that Tricom has actual knowledge that sheds doubt on that
characterization, continuing that description as part of the plan
process raises the question of whether Tricom's [Chapter 11 plan]
meets the requirements of Section 1129(a)(3) of the Bankruptcy
Code," Mr Smolev further asserts.

Bancredit Cayman Limited, in a separate filing, supports
production of the Special Committee's report saying that the
document is not entitled to attorney-client privilege or to work
product protection.  Bancredit Cayman adds that its claim under
Cayman law does not depend on whether the stock issuance of
December 2002 was fraudulent or it was accurately recorded as an
equity transaction.  The bank points out that it has never
received the Tricom stock as collateral or otherwise.

The Debtors, Bancredit Cayman and Bancredito agreed to these
schedules to govern the production of the Special Committee
report:

    July 2, 2008  Submission of moving papers by Bancredit
                  Cayman and Bancredito Panama

   July 21, 2008  Submission of opposition papers by Tricom

    Aug. 4, 2008  Submission of reply papers by Bancredit
                  Cayman and Bancredito Panama

    Aug. 6, 2008  Hearing

                        About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TVT RECORDS: Completes First Phase of Asset Sale to The Orchard
---------------------------------------------------------------
The Orchard completed the acquisition of substantially all of the
assets of TVT Records.   

As reported in the Troubled Company Reporter on June 27, 2008,
The U.S. Bankruptcy Court for the Southern District of New York
gave TEEVEE Toons Inc., dba TVT Records, permission to sell its
catalog, artists contacts and physical distribution business to
The Orchard for $5 million.

As reported by the Troubled Company Reporter on June 23, 2008,
the Debtor has entered into an agreement to sell its recorded
music arm and other assets to The Orchard.

After July 3's closing, the first of two, The Orchard takes
ownership of most assets, including TVT's catalogue of recorded
masters, artist contracts and a New York office lease.  The
transaction excludes holdings in TVT's music publishing
subsidiary.

A second closing is scheduled to take place on or before July 11,
2008.  This closing will address remaining assets contested in
TVT's bankruptcy proceedings and determine which of the assets The
Orchard will acquire, or will otherwise remain as assets of TVT
Records' debtors.

Additional details pertaining to the acquisition will be disclosed
after the second closing.

                        About The Orchard(R)

Headquartered in New York City, The Orchard (NASDAQ: ORCD) --
http://www.theorchard.com/--controls and distributes more than  
1.1 million songs and over 3,000 hours of video programming
through hundreds of digital stores (e.g. iTunes, eMusic, Google,
Netflix) and mobile carriers (e.g. Verizon, Vodafone, Bell Canada,
Moderati, 3).  With operations in 28 countries, The Orchard drives
sales for its label, retailer, brand, and agency clients through
innovative marketing and promotional campaigns; brand
entertainment programs; and film, advertising, gaming and
television licensing.

                        About TEEVEE Toons

Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T.
Records --  http://www.tvtrecords.com/-- is an American record       
label.  The Debtor filed for Chapter 11 petition on Feb. 19, 2008
(Bankr. S. D. N.Y. Case No.: 08-10562.)  The Official Committee of
Unsecured Creditors has selected Sonnenschein Nath & Rosenthal LLP
as its counsel.   Alec P. Ostrow, Esq. and Constantine Pourakis,
Esq, at Stevens & Lee, P.C. represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of between
$10 million and $50 million.


UTAH 7000: Gets Court OK to Use Pivotal's $25 Million DIP Fund
--------------------------------------------------------------
Utah 7000 LLC and its debtor-affiliates obtained permission from
the United States Bankruptcy Court for the District of Utah to
access half of a $50 million debtor-in-possession financing from
Pivotal Finance LLC, Bloomberg News relates.

Pivotal Finance is an entity formed by Public Safety Personnel
Retirement Systems of the State of Arizona and principals of
Pivotal Group Inc.

The DIP facility will terminate and become due on April 1, 2009,
the Troubled Company Reporter said on April 23, 2008.  The Debtor
said it will use the money to fund their operations and continue
their development.

The DIP facility will incur interest at the rate of LIBOR plus
7.5% -- currently about 10.2% per annum -- payable at the end of
each month.

                 Credit Suisse Balks at $50MM Loan

As reported in the TCR on May 5, 2008, Credit Suisse Cayman
Islands Branch, as secured creditor and its capacity as
administrative agent under a first lien credit agreement, objected  
to the Debtors' request to access up to $50 million in debtor-in-
possession financing from Pivotal Finance.

The Debtors owed $293 million to the first lien lenders, which is
secured by first priority perfected liens on substantially all
assets of the Debtors.

Credit Suisse alleged that the priming facility is a stopgap
measure that could require the Debtors to seek more financing.   
Credit Suisse says the Debtors failed provide adequate protection
to the first lien lenders' interest in collateral.

The Debtors have acknowledged that the $50 million in financing
may not be sufficient to complete the development, which requires
at most $200 million of additional funding.

                         About Utah 7000

Headquartered in Park City, Utah, Utah 7000 LLC fka Pivotal
Promontory LLC operates and develops resort community near Park
City and Deer Valley ski resorts.  

On March 28, certain holders of junior and second priority liens
filed for involuntary Chapter 11 petitions against the Company
(Bankr. D. Utah Lead Case No.08-21869).  Kenneth L. Cannon, II,
Esq., at Durham Jones & Pinegar, represents the petitioners.

On April 3, 2008, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  Danny C. Kelly, Esq.,
at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister &
Glatt Professional Co., represent the Debtors' in their
restructuring efforts.

The U.S. Trustee for Region 19 appointed an Official Committee of
Unsecured Creditors in these cases.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Committee.

According to Bloomberg, Judge Judith A. Boulden estimated the
value of Utah 7000's property at $560.1 million.  The Debtor owes
about $431.5 million to several secured creditors.


WHITEHALL JEWELERS: Gitanjali May Acquire Assets for $92.5 Mil.
---------------------------------------------------------------
The Economic Times and Diamond World News Service say that India's
Gitanjali Gems Ltd. is poised to buy Whitehall Jewelers Holdings
Inc. for Rs 350 crore to Rs 400 crore or $81 million to $92.5
million.  This is part of Gitanjali's plan to further expand its
presence in the United States, ET relates.

ET notes that the diamond jewelry sales in the U.S. accounts for
half of the world's sales.  About 55% the world's total jewelry
sales involves diamonds, ET adds.

Gitanjali executive director GK Nair said that his company is
interested in expaning its American operations through merger and
acquisition, ET relates.  Mr. Nair, however, refused to divulged
details on its plan to acquire Whitehall, ET says.

Diamond World reports that Whitehall has bad debts owed to Indian
firms including Sangam Diamond Corp. and Kiran Jewels Inc.  
Whitehall owes Sangam $11.32 million and Kiran $9.41 million,
Diamond World notes.

                     About Gitanjali Gems

Gitanjali Gems Ltd. -- http://www.gitanjaligroup.com/-- is an  
integrated diamond and jewellery manufacturer and retailer in
India.  It acquired Trinity Watch Company, Hoop Silver Jewellry,
Renaissance Jewellery's retail business, India's famous brand
Nakshatra, and U.S.-based Roger Jewellers and Samuels Jewellers.

                   About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- own and operate 375
stores jewelry stores in 39 states.  The company operates stores
in regional and regional shopping malls under the names Whitehall
and Lundstrom.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.  It is controlled by private
equity firm, Prentice Capital Management.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  Epiq Bankruptcy Solutions LLC is the the Debtors'
claims, noticing and balloting agent.  The U.S. Trustee for Region
3 has not appointed creditors to serve on an Official Committee of
Unsecured Creditors.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207.1 million and
total debts of $185.4 million.


W.R. GRACE: Wants to Borrow $59,000,000 From Insurance Policies
---------------------------------------------------------------
W.R. Grace Co. and its debtor-affiliates seek authority from the
United States Bankruptcy Court for the District of Delaware to
borrow a maximum of $59,000,000 against the value of certain
company owned life insurance polices to provide an additional
source of liquidity for the operation of their businesses and
their emergence from Chapter 11.

For a number of years, the Debtors have held, as a financial
product, COLI policies insuring the lives of a number of their
past and present employees.  In October 2007, the Court
authorized the Debtors to surrender the COLI policies for their
cash surrender value to support liquidity requirements for
operations and for emergence from Chapter 11.  David M. Bernick,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
however, relates that the Debtors subsequently determined that it
was more tax efficient to dispose of the policies in 2008.

As of March 31, 2008, the Debtors had COLI policies, excluding
split-dollar policies, with an aggregate cash surrender value of
approximately $73,700,000.  According to Mr. Bernick, the Debtors
are in the process of surrendering policies with a cash surrender
value of approximately $8,100,000.  As regards the remaining
$65,600,000 of COLI policies, he says the Debtors are reviewing a
potential opportunity to sell the policies on terms more
favorable than surrender.  The review will likely take several
months, he contends.

To be able to meet possible liquidity needs, while retaining the
option of a possible favorable sale transaction, the Debtors
determined it would be in their best interest to seek permission
to borrow against the COLI policies, with an eye to eventual sale
or surrender of policies, depending on which alternative is more
financially favorable, Mr. Bernick tells the Court.

The COLI policies permit the owner to borrow against their cash
surrender value.  The COLI borrowing terms, which include credit
of part of the interest to the value of the policies, are
generally more favorable than those available under the Debtors'
DIP Facility, Mr. Bernick contends, thus could be used either in
lieu of DIP Facility debt, or to replace DIP Facility debt if
liquidity requirements necessitate borrowing under the DIP
Facility before the Court's approval of borrowing under the COLI
policies.

"The Debtors propose to make COLI loans in amounts not greater
than 90% of the policies' values, because loans for higher
percentages of the cash surrender value tend to erode the value
of the policies," Mr. Bernick tells the Court.  "This would give
the Debtors additional liquidity available of approximately
$59,000,000."

The documentation for loans under COLI policies generally require
that the borrowers grant security interests in the policies to
secure the loans.  The COLI policies are not pledged as security
for any other obligations of the Debtors and a recent amendment
of the DIP Facility documents permits the borrowings under the
COLI policies, Mr. Bernick says.

In addition, Mr. Bernick contends that the availability of COLI
loans enables the Debtors to retain the option of a possible sale
of the COLI policies for a higher return than their cash
surrender value.  "If the sale option proves not to be favorable,
the Debtors can terminate the policies for their net cash
surrender value," he says.  "Thus, the potential borrowing
requested herein is fair and reasonable."

                      About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  

(W.R. Grace Bankruptcy News, Issue No. 161; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


XM SATELLITE: Inks $100 Million Credit Agreement with UBS AG
------------------------------------------------------------
XM Satellite Radio Inc. and XM Satellite Radio Holdings Inc.
entered into a Credit Agreement relating to a $100 million term
loan with UBS AG, Stamford Branch, as Administrative Agent and
other lenders on June 26, 2008.  XM used a portion of the loan
proceeds to repay the draw under its $150 million GM credit
facility.  Following this repayment, XM has full access to the GM
credit facility.

On June 26, 2008, the lenders who are party to XM's $250 million
revolving secured facility entered into a Fourth Amendment to the
Original Facility to approve the Credit Agreement, which replaces
XM's right under the Original Facility to elect to increase the
size of the Original Facility by $100 million.

The Credit Agreement includes market rate syndication and
commitment fees, interest and expenses, and, similar to the
Original Facility, has a scheduled maturity date of May 5, 2009,
will survive if its pending merger with Sirius Satellite Radio is
consummated, and is secured by substantially all of XM's assets
other than specified property on a pari passu basis with the
Original Facility.  The Credit Agreement also contains covenants,
representations and events of default that are substantially
similar to those under the Original Facility.

In addition, the Credit Agreement, like the Original Facility,
contains a financial covenant that requires XM to maintain a level
of cash and cash equivalents from time to time of either $50
million or $75 million.  If XM does not comply with the various
covenants under the Credit Agreement, the lenders may, subject to
various customary cure rights, require the immediate payment of
all amounts outstanding under the Credit Agreement and foreclose
on the collateral.

         Amendment to Chairman's Employment Agreement

Effective June 26, 2008, XM entered into an amendment to the
employment agreement of Gary Parsons, its Chairman, to extend the
term of the agreement to November 18, 2009.  This amendment did
not modify any salary, bonus or equity compensation terms.  Mr.
Parsons' employment agreement would have expired on June 30, 2008.

                About XM Satellite Radio Holdings

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite      
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

At March 31, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.7 billion in total liabilities,
$60.2 million in minority interest, resulting in a $1.1 billion
total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said its ratings on XM
Satellite Radio Holdings Inc. and XM  atellite Radio Inc.
(CCC+/Watch Developing/--) remain on CreditWatch with developing
implications, where S&P originally placed them on March 4, 2008,
due to S&P's concerns over standalone refinancing risks XM might
face if its merger with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--) wasn't approved.
  

Z'S WINE BAR: Owner to Cease Operations Due to Economic Crisis
--------------------------------------------------------------
Rick Zibull said he plans to close his Z's Wine Bar and Bistro
near Sacramento, California due to the rise in gas prices, food
costs and the slump in the housing market, ABC Action News at
Tampa, Florida says.

Mr. Zibull said that it would have been acceptable if the closing
was due to fierce competition, Action News relates.  He said that
customers are now opting to spend on gas rather than on a night
out, Action News says.

Action News reports that bars and restaurants are entering a
shaket-out phase in the industry cyle.  The report adds that the
summer season will test which among the operators can survive
higher costs.


* FTI Consulting Widens Practice with $88MM Attenex Corp. Merger
----------------------------------------------------------------
FTI Consulting Inc. completed its acquisition of Attenex
Corporation for $88 million in cash.  As a part of FTI Consulting,
Attenex has been integrated into the FTI Technology segment.

Attenex is a recognized in the eDiscovery marketplace with
innovative software solutions that automate data processing and
provide visualization tools for analyzing massive amounts of
electronically stored information.  The Attenex software is
available either on-premise or as a hosted service through Attenex
Advantage(TM) partners, a network of service providers.

"We are very pleased to have completed this strategically
important transaction," Jack Dunn, FTI's president and chief
executive officer, said.  "The acquisition of Attenex joins two of
the most well respected brands in the industry, and positions FTI
and the Technology segment as the market leader in eDiscovery with
a full suite of products and solutions to meet our clients'
evolving needs and the global reach to provide these services
where they are needed. We are better positioned than ever to take
advantage of this rapidly growing business."

"This transaction positions FTI's Technology segment as the
provider of the most robust set of ESI capabilities in the
marketplace," David Remnitz, leader of the FTI Technology segment,
said.  "The combined FTI/Attenex platform will benefit from a
broader intellectual property portfolio, enhanced capability to
leverage the rapidly developing opportunity for enterprise in-
house solutions, and a strong indirect sales channel that includes
both FTI and Attenex Advantage(TM) partners."

"The outlook for the ESI marketplace continues to be strong, and
we look forward to working together as one firm to take advantage
of the opportunities ahead of us," Mr. Remnitz added.

                    About Attenex Corporation

Headquartered in Seattle, Washington, Attenex Corporation --
http://www.Attenex.com/-- is changing the way corporations manage  
e-discovery.  With an open software platform and industry
expertise, Attenex enables corporations and their law firms to
establish standardized e-discovery processes that reduce the risk,
complexity and cost of litigation, regulatory requests and
internal investigations.  Whether deployed on-premise or as a
hosted service through the industry's largest network of service
providers, Attenex(R) Patterns(R) software provides corporations
with control of e-discovery and the flexibility to choose the best
solution for their needs.

Attenex Advantage Partners -- http://www.Attenex.com/partners/--  
represent the industry's network of experienced legal industry
service providers and consulting organizations that offer Attenex
software to dramatically reduce the total cost of discovery for
their clients.

                   About FTI Consulting Inc.

Headquartered in Baltimore, Maryland, FTI Consulting Inc.
(NYSE:FCN) -- http://www.fticonsulting.com/-- is a business  
advisory firm dedicated to helping organizations protect and
enhance enterprise value in an increasingly complex legal,
regulatory and economic environment.  With more than 3,000
employees located in most major business centers in the world, we
work closely with clients every day to anticipate, illuminate, and
overcome complex business challenges in areas such as
investigations, litigation, mergers and acquisitions, regulatory
issues, reputation management and restructuring.


* CFA Institute Poll Shows Support for Credit Rating Agency Reform
------------------------------------------------------------------
The results of a CFA Institute member opinion poll released on
July 7, 2008, found that 11% respondents had witnessed a credit
rating agency change its rating in response to pressure from an
investor, issuer, or underwriter.  Results of the poll can be
viewed at http://ResearchArchives.com/t/s?2f35

CFA Institute distributes the "Question of the Month" poll to its
global membership every month.  Through the CFA Institute Centre
for Financial Market Integrity, it promotes high ethical standards
and investor protections via professional codes of conduct,
guidance, and outreach.  A list of all the monthly polls can be
viewed at http://ResearchArchives.com/t/s?2f35

"In the wake of the subprime crisis, we have met with several
representatives from ratings firms," said Kurt Schacht, CFA,
managing director of the CFA Institute Centre.  "They were
concerned about the hype and insinuation that CRAs easily inflate
their ratings in response to pressure from issuers and
underwriters, implicating the integrity of their process and
ratings.  In exploring that topic, we were very surprised by the
results of our member poll where some 211 of the 1,956 respondents
said they have indeed witnessed a CRA change ratings in response
to external pressures."

"At the very least these results suggest that the CRAs have more
than just a perception problem about their processes and
integrity, which must be addressed," said James Allen, CFA,
director of the CFA Institute Centre's Capital Markets Policy
Group.  "They should take prompt action to manage or eliminate
conflicts in a comprehensive fashion and improve any practices
that expose the CRA to ethical problems.  And this may go beyond
what has already been proposed by the SEC and other global
regulators."

Many respondents noted that the payment structure between CRAs and
issuers presents the largest conflict of interest.  One respondent
said, "The fundamental flaw is that the agencies are paid by
issuers, not by investors. No amount of regulation can fix that
conflict of interest."  Another respondent anonymously said,
"Exchanges are self-regulating. Ratings can be as well.  But the
incentives should be established so that their interests are
aligned with investors."

In other results, 55% (1,070 responses) of all respondents agreed
with the statement that CRAs should group themselves into an
international standard-setting and monitoring self-regulatory body
with enforcement powers, something the CFA Institute Centre has
encouraged as part of any CRA industry reform package.

Finally, the issue of using different rating symbols for
structured products showed that nearly half of all respondents,
47% (911 responses), were in favor.  The concern is that not all
AAA securities are created equal.  As demonstrated in the current
credit crisis, structured products typically perform very
differently from traditional corporate bonds, despite the
identical symbols.  As one of the respondents commented, whereas
corporate default is typically related to one or two factors,
"default on structured debt is dependent on hundreds or thousands
of individual defaults (e.g. an underlying mortgage pool) that are
estimated given some distribution.  They are not the same analysis
so they should not be the same ratings."

"We feel that a different rating scale is an essential aid to
trustees and fiduciaries, to help them evaluate and quantify the
amount of structured product exposure they desire in their
portfolios," noted Mr. Allen.  We have expressed this thought and
others in responses to the ratings agencies themselves and in
response to both domestic and international consultations from
CESR and IOSCO on the topic."  The CFA Institute Centre is also
preparing a response to the current U.S. Securities and Exchange
Commission's proposals on CRAs.

"Clearly the respondents to this survey raise some serious
concerns about the integrity of the ratings process and support
for further CRA reform.  We urge CRAs and regulators to consider
the views expressed by our members and to consider such additional
reforms as are warranted, both to the CRA process and to the
ratings they apply to structured instruments," concluded Mr.
Allen.

                       About CFA Institute

CFA Institute -- http://www.cfainstitute.org/-- is the global  
association for investment professionals.  It administers the CFA
and CIPM curriculum and exam programs worldwide; publishes
research; conducts professional development programs; and sets
voluntary, ethics-based professional and performance-reporting
standards for the investment industry.  CFA Institute has more
than 95,500 members, who include the world's 82,400 CFA
charterholders, in 134 countries and territories, as well as 135
affiliated professional societies in 56 countries and territories.  
Bloomberg users can find CFA Institute at 497458Z.


* Canadian Labor Group Wins Deal for Workers of Bankrupt Employers
------------------------------------------------------------------
The Canadian Labour Congress has won an important new program that
offers working people a better deal.  Starting summer of 2008, the
Wage Earner Protection Program will offer immediate payment of
lost wages and vacation pay owed to workers for up to six months
before their employer declared bankruptcy.

"We never gave up and never stopped talking to government
officials and elected Members of Parliament, whether it was in
Ottawa or in their local constituency offices.  We made them see
the reality that faced 20,000 workers each year when their
employers declared bankruptcy.  We convinced them to change the
law for the better," said Ken Georgetti, President of the Canadian
Labour Congress.

On July 7, the Minister of Labour, Jean-Pierre Blackburn held a
news conference together with Hassan Yussuff, Secretary-Treasurer
of the Canadian Labour Congress to announce that the WEPP was up
and running.

Starting this summer, the Government of Canada will issue an
immediate check, for as much as $3,162, and then seek to recover
the money from the bankrupt employer.  Over time, the amount of
lost wages and vacation pay workers can recover through the WEPP
will rise, indexed to inflation.  Thanks to some extra pressure
from the CLC, a proposed three-months-on-the-job-to-qualify rule
has been removed from the program's regulations.

"Working people need to know that the people they elected to
Parliament, from all political parties, got the job done for them.
They changed an unfair law, established a new program that helps
and quickly got that program in place," said Mr. Georgetti.

Mr. Georgetti said the WEPP marks a first step towards better
protection for the hard-earned wages and pension savings of
working Canadians.

"This is an example of what working people can do when they work
together, raise their voices, show their faces and talk about
their everyday lives with elected officials who are ready to
listen.  It's political action that works.  Just imagine the kind
of country we could have if more people got engaged like this," he
said.

                 Minister of Labor's Announcement

The Honorable Jean-Pierre Blackburn, Minister of Labour and
Minister of the Economic Development Agency of Canada for the
Regions of Quebec, said on July 7, 2008, that the Wage Earner
Protection Program is now in force.  The program will protect
workers' wages when their employer is declared bankrupt or is
subject to receivership.

"The Government of Canada has taken action so that hard working
men and women will no longer be last in line to receive their
unpaid wages," said Minister Blackburn.  "Through the Wage Earner
Protection Program, workers in Canada will have their salaries
protected and their rights safeguarded."

The WEPP will ensure that workers receive compensation when it's
needed most -- between bankruptcy and finding a new job.  The WEPP
will provide guaranteed and timely payment of unpaid wages and
vacation pay to eligible workers whose employers go bankrupt.

"This is a real step forward for all workers.  Too often we saw
employees suffer lost wages, benefits and even their pension
savings because banks and other creditors were given priority.
With a new law that puts government on their side and offers the
security of a guaranteed last paycheque and pension contributions,
working Canadians will be better off," said Mr. Georgetti.

Between 10,000 and 20,000 workers make claims for unpaid wages
every year.  Under the previous system, only a quarter of workers
received payment, and they often had to wait up to three years.
Those who did receive compensation usually only got a portion of
their claim.

"The changes ensure Canada's insolvency legislation remains fair,
flexible and responsive to the needs of workers in an ever-
changing marketplace," added Jim Prentice, Minister of Industry.

The Government of Canada is proud to have moved forward with
legislation that will benefit workers who, through no fault of
their own, find themselves in this situation.

The WEPP is being delivered by Service Canada on behalf of the
Labour Program.  Service Canada brings Government of Canada
services and benefits together in a single delivery network.

Details on the WEPP can be obtained for free at --
http://www.hrsdc.gc.ca/en/labour/index.shtml-- and at --  
http://www.servicecanada.gc.ca/

                About The Canadian Labour Congress

The Canadian Labour Congress, the national voice of the labor
movement, represents 3.2 million Canadian workers.  The CLC brings
together Canada's national and international unions along with the
provincial and territorial federations of labor and 130 district
labor councils.

On the net: http://www.canadianlabour.ca/


* Federal Reserve and SEC Sign MOU on Information Sharing
---------------------------------------------------------
Securities and Exchange Commission Chairman Christopher Cox and
Board of Governors of the Federal Reserve System Chairman Ben
Bernanke signed a memorandum of understanding between the two
agencies that will deepen their information sharing and
cooperation, permitting both agencies to better perform their
responsibilities.

Telegraph's Wall Street Correspondent James Quinn says the
agreement is designed to change the way Wall Street firms are
regulated in light of Bear Stearns' near-collapse.

Under the MOU between the two agencies, the SEC and the Board
would share information and cooperate across a number of important
areas of common interest, including anti-money laundering, bank
brokerage activities under the Gramm-Leach-Bliley Act, clearance
and settlement in the banking and securities industries, and the
regulation of transfer agents.  The MOU specifically covers bank
holding companies and so-called Consolidated Supervised Entities
that own securities firms.  It builds on and formalizes the long-
standing cooperative arrangements between the SEC and the Board,
as well as the more recent cooperation on matters including
banking and investment banking capital and liquidity following the
Board's emergency opening of credit facilities to primary dealers.

"I am pleased with this agreement," said Federal Reserve Board
Chairman Ben Bernanke.  "It formalizes and strengthens the ongoing
cooperation between our two agencies to enhance the stability of
the financial system. I look forward to continuing this productive
collaboration with Chairman Cox and his staff."

"This agreement represents a valuable coordination of the roles of
the SEC and the Fed in our capital markets," said SEC Chairman
Cox. "Years ago, when the dividing lines between commercial and
investment banking were bright, the high level of coordination we
are establishing today was not a priority for the U.S. government.
But today, the interconnectedness of mortgage and lending markets,
credit derivatives, securitizations, and counterparty
relationships requires the U.S. government to adopt a more
coherent and coordinated approach. Just as with our similar
arrangement with the CFTC, this agreement will permit the expanded
sharing of information on a confidential basis, and help ensure
that regulated entities receive a coherent message from Uncle Sam.  
This is smart government.  We look forward to enhancing our
collaborative relationship with the Fed within the formal
framework covered by the agreement."

The MOU will improve the ability of the SEC to perform its role as
primary supervisor of Consolidated Supervised Entities and Primary
Dealers, and improve the ability of the Federal Reserve to perform
its role in overseeing the stability of the financial system. The
importance of this deepened cooperation is highlighted by the
recent stress in the financial markets affecting commercial and
investment banks, as well as many other market participants.

The SEC recently entered into a similar MOU with the Commodity
Futures Trading Commission.  An agreement between the SEC and the
Department of Labor is anticipated later this summer.

A full-text copy of the MOU between the SEC and the Federal
Reserve is available at no charge at:

     http://ResearchArchives.com/t/s?2f36


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company             Ticker   ($MM)           ($MM)      ($MM)
  -------             ------   ------------    ------    -------
ABSOLUTE SOFTWRE      ABT         89            (2)        30
AFC ENTERPRISES       AFCE       146           (51)       (28)
APP PHARMACEUTIC      APPX      1,087           (73)       227
AVANT IMMUNOTHER      AVAN         41            28         11
BARE ESCENTUALS       BARE        236          (76)        99
BLOUNT INTL           BLT         407          (44)       138
CABLEVISION SYS       CVC       9,180        (5,114)     (476)
CENTENNIAL COMM       CYCL      1,346        (1,058)       26
CHENIERE ENERGY       CQP       1,923          (253)      108
CHENIERE ENERGY       LNG       2,955           (65)      258
CHOICE HOTELS         CHH         338          (142)      (26)
CINCINNATI BELL       CBB       2,034          (660)       32
COMPASS MINERALS      CMP         800            29       209
COREL CORP            CRE         256           (18)      (30)
CROWN MEDIA HL-A      CRWN        668          (661)       (1)
CV THERAPEUTICS       CVTX        228          (208)      156
CYBERONICS            CYBX        136           (15)      110
DELTEK INC            PROJ        179           (79)       32
DOMINO'S PIZZA        DPZ         453        (1,451)       58
DUN & BRADSTREET      DNB       1,632          (479)     (177)
EINSTEIN NOAH RE      BAGL        154           (29)        5
ENDEVCO INC           EDVC         19            (5)       (8)
EXTENDICARE REAL      EXE-U     1,498           (43)      (28)
GENCORP INC           GY          994           (24)       67
GENERAL MOTORS        GM      145,741       (39,674)  (10,929)
HEALTHSOUTH CORP      HLS       2,012        (1,065)     (214)
HUMAN GENOME SCI      HGSI        914           (49)       26
ICO GLOBAL C-NEW      ICOG        608          (160)      (49)
IMAX CORP             IMAX        204           (95)       (8)
IMAX CORP             IMX         204           (95)       (8)
INCYTE CORP           INCY        237          (197)       193
INTERMUNE INC         ITMN        236           (56)       166
IPCS INC              IPCS        548           (47)        69
KNOLOGY INC           KNOL        654           (52)        (6)
KOPPERS HOLDINGS      KOP         700             2        217
LIFE SCIENCES RE      LSR         199           (22)         6
LINEAR TECH CORP      LLTC      1,504          (488)     1,004
MEDIACOM COMM-A       MCCC      3,612          (296)      (297)
MOODY'S CORP          MCO       1,587          (903)      (466)
NATIONAL CINEMED      NCMI        490          (547)        51
NAVISTAR INTL         NAV      11,614          (562)     1,415
NEW FLYER INDUST      NFI-U       890            10         47
NPS PHARM INC         NPSP        187          (199)        97
PRIMEDIA INC          PRM         251          (137)        (6)
PROTECTION ONE        PONE        655           (45)         0
RADNET INC            RDNT        498           (78)        25
REDWOOD TRUST         RWT       8,546           585        N.A.
REGAL ENTERTAI-A      RGC       2,634          (186)       153
RESVERLOGIX CORP      RVX          26             8         22
ROK ENTERTAINMEN      ROKE         17           (25)        (7)
RSC HOLDINGS INC      RRR       3,412           (42)       (65)
RURAL CELLULAR-A      RCCC      1,350          (580)       137
SALLY BEAUTY HOL      SBH       1,432          (729)       401
SEALY CORP            ZZ        1,049          (115)        48
SOLUTIA INC           SOA       4,794         1,030        870
SONIC CORP            SONC        776          (110)       (31)
THERAVANCE            THRX        300           (91)       219
UST INC               UST       1,436          (391)       405
VALENCE TECH          VLNC         27           (59)        11
VISA INC-CLASS A      V        33,869        22,315      4,245
VOYAGER LEARNING      VLCY        917           (53)      (637)
WARNER MUSIC GRO      WMG       4,532          (103)      (813)
WEIGHT WATCHERS       WTW       1,095          (894)      (252)
WESTMORELAND COA      WLB         783          (178)       (85)
WR GRACE & CO         GRA       3,927          (285)     1,091
XERIUM TECHNOLOG      XRM         925          (499)         0
SATELLITE -A          XMSR      1,662        (1,038)     (293)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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